Common use of Seller’s Representations and Warranties Clause in Contracts

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, (a) CHL represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinDate: (i1) the Seller CHL is duly organizeda New York corporation, validly existing and in good standing as a corporation under the laws of the State of Delaware New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. CHL is duly qualified to do business as a foreign corporation and is and will remain in compliance with the laws of good standing in each state jurisdiction in which the character of the business transacted by it or any Mortgaged Property is located properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the extent necessary to fulfill its obligations hereunderbusiness, properties, assets, or condition (financial or other) of CHL; (ii2) the Seller CHL has the power and authority to hold each Mortgage Loanmake, to sell each Mortgage Loan, to execute, deliver and performdeliver, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered perform this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of CHL enforceable in accordance with its terms; (3) CHL is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for such any consents, approvalslicenses, authorizations approvals or ordersauthorizations, if anyor registrations or declarations, that have been obtainedobtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of CHL, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which CHL is a party or by which CHL may be bound; and (x5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the consummation knowledge of CHL threatened, against CHL or any of its properties or with respect to this Agreement or the Notes that in the opinion of CHL has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (6) The representations in Section 3.01(b) are true. (b) Park Monaco represents and warrants to the Purchaser as of the Closing Date: (1) Park Monaco is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. Park Monaco is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of Park Monaco. (2) Park Monaco has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement are will constitute the valid and legally binding obligation of Park Monaco enforceable in accordance with its terms; (3) Park Monaco is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by Park Monaco will not violate any provision of any existing law or regulation or any order or decree of any court applicable to Park Monaco or any provision of the certificate of incorporation or bylaws of Park Monaco, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Park Monaco is a party or by which Park Monaco may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of Park Monaco threatened, against Park Monaco or any of its properties or with respect to this Agreement or the Notes that in the ordinary course opinion of business Park Monaco has a reasonable likelihood of resulting in a material adverse effect on the Seller, transactions contemplated by this Agreement. (c) The representations and warranties in this Section 3.01 shall survive the transfer, assignment and conveyance transfer of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject Loans to the bulk transfer or Purchaser. CHL shall cure a breach of any similar statutory provisionsof the representations and warranties of CHL and Park Monaco in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against a Seller with respect to any breach.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, (a) CHL represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinDate: (i1) the Seller CHL is duly organizeda New York corporation, validly existing and in good standing as a corporation under the laws of the State of Delaware New York, and has the corporate power to own its assets and to transact the business in which it is currently engaged. CHL is duly qualified to do business as a foreign corporation and is and will remain in compliance with the laws of good standing in each state jurisdiction in which the character of the business transacted by it or any Mortgaged Property is located properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the extent necessary to fulfill its obligations hereunderbusiness, properties, assets, or condition (financial or other) of CHL; (ii2) the Seller CHL has the power and authority to hold each Mortgage Loanmake, to sell each Mortgage Loan, to execute, deliver and performdeliver, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered perform this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement will constitute the valid and legally binding obligation of CHL enforceable in accordance with its terms; (3) CHL is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for such any consents, approvalslicenses, authorizations approvals or ordersauthorizations, if anyor registrations or declarations, that have been obtainedobtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by the Seller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of CHL, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which CHL is a party or by which CHL may be bound; and (x5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the consummation knowledge of CHL threatened, against CHL or any of its properties or with respect to this Agreement or the Notes that in the opinion of CHL has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement. (b) Park Monaco represents and warrants to the Purchaser as of the Closing Date: (1) Park Monaco is a Delaware corporation, validly existing and in good standing under the laws of the State of Delaware, and has the corporate power to own its assets and to transact the business in which it is currently engaged. Park Monaco is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of Park Monaco. (2) Park Monaco has the power and authority to make, execute, deliver, and perform this Agreement and all of the transactions contemplated by this Agreement, and has taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement. When executed and delivered, this Agreement are will constitute the valid and legally binding obligation of Park Monaco enforceable in accordance with its terms; (3) Park Monaco is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for any consents, licenses, approvals or authorizations, or registrations or declarations, that have been obtained or filed, as the case may be, before the Closing Date; (4) The execution, delivery, and performance of this Agreement by Park Monaco will not violate any provision of any existing law or regulation or any order or decree of any court applicable to Park Monaco or any provision of the certificate of incorporation or bylaws of Park Monaco, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Park Monaco is a party or by which Park Monaco may be bound; and (5) No litigation or administrative proceeding of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of Park Monaco threatened, against Park Monaco or any of its properties or with respect to this Agreement or the Notes that in the ordinary course opinion of business Park Monaco has a reasonable likelihood of resulting in a material adverse effect on the Seller, transactions contemplated by this Agreement. (c) The representations and warranties in this Section 3.01 shall survive the transfer, assignment and conveyance transfer of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject Loans to the bulk transfer or Purchaser. CHL shall cure a breach of any similar statutory provisionsof the representations and warranties of CHL and Park Monaco in accordance with the Sale and Servicing Agreement. The remedy specified in the Sale and Servicing Agreement shall constitute the sole remedy against a Seller with respect to any breach.

Seller’s Representations and Warranties. The 4.1 Seller represents, represents and warrants and covenants to the Purchaser Buyer as of the Closing Agreement Date or as of such other date specifically provided hereinthat: (a) Seller (i) the Seller is duly organized, organized and validly existing and in good standing as a corporation under the laws of the State its jurisdiction of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; organization or incorporation, (ii) the Seller is in good standing under such laws and (iii) has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and perform its obligations under the Transaction Documents to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the which it is or will become a party. (b) Seller’s execution, delivery delivery, and performance of this Agreementthe Transaction Documents to which it is or will become a party have not resulted and will not result in a breach or violation of any provision of (i) Seller’s organizational documents, has (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Seller, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument to which Seller may be a party, by which Seller may be bound or to which any of the assets of Seller is subject. (c) (i) The Transaction Documents to which Seller is a party (other than the Assignment Executed in Blank) (A) have been duly and validly authorized, executed and delivered this Agreement by Seller and this Agreement, and assuming due authorization, execution and delivery by (B) are the Purchaser, constitutes a legal, valid and binding obligation obligations of the Seller, enforceable against it Seller in accordance with its terms their respective terms, except as the that such enforceability thereof against Seller may be limited by bankruptcy, insolvency or reorganization insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to equitable remedies; (ii) The Assignment Executed in Blank (A) has been duly and validly authorized, executed and delivered by Seller and (B) upon execution and delivery thereof by an Assignee will be the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except that such enforceability against Seller may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights of creditors generally;generally and by a court’s discretion in relation to equitable remedies; and (iii) Other than the execution and delivery Elevation Required Consents in connection with an Elevation, no notice to, registration with, consent or approval of this Agreement or any other action by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement relevant Governmental Authority or other instrument Entity is or will be required for Seller to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation ofexecute, deliver, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, the Transaction Documents to which Seller is or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionswill become a party.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (ia) the Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware Illinois, and is duly qualified to transact business in the State of Illinois and will remain in compliance with other states where qualification is necessary for the laws conduct of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Business. (iib) the Seller has the requisite power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and performperform its covenants, duties and to enter into and consummate, all transactions contemplated by obligations set forth in this Agreement. . (c) The Seller has duly authorized the execution, delivery and performance execution of this Agreement, has duly executed and delivered this Agreement and this AgreementSeller's full and timely performance of its covenants, duties and assuming due authorizationobligations described herein has been authorized by Seller. (d) This Agreement is the valid, execution and delivery by the Purchaser, constitutes a legal, valid legal and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited terms. No other action by bankruptcy, insolvency or reorganization or other similar laws in relation Seller is necessary to the rights of creditors generally; (iii) authorize the execution and delivery of this Agreement, the performance of Seller's covenants, duties and obligations and the consummation of the transactions described in and contemplated by this Agreement. (e) Neither the execution and delivery of this Agreement, the performance of Seller's covenants, duties and obligations nor the consummation of the transactions described in or contemplated by this Agreement, constitute a default under or conflict with any judgment, decree or order of any court or other governmental body to which Seller is subject and will not conflict or be inconsistent with or result in the termination, modification, breach or default under the terms of any contract, commitment, covenant, agreement, instrument, document or understanding to which Seller is a party. (f) The execution and delivery of this Agreement by the Seller and the performance by Seller of its covenants, duties and compliance obligations set forth in this Agreement do not require the consent, approval or other action of, or any filing with or notice to, any governmental agency or authority or any other person or entity whatsoever. (g) Seller is not obligated for, nor are any of the Assets subject to, any liabilities, adverse claims or obligations, absolute or contingent, which could have a material impact or effect on the Business, the sale, assignment and transfer of the Assets to Purchaser in accordance with the terms of this Agreement will not violate or Purchaser's operation of the Seller’s articles Business on and after the date of incorporation this Agreement. (h) Seller has no knowledge of any condition or by-laws circumstance which would prevent Purchaser from obtaining all federal, state and local permits, authorizations and licenses necessary for Purchaser to conduct the Business utilizing the Assets on and after the date hereof, nor does Seller know of any basis or constitute a default under or result in a material breach or acceleration ofreason for any litigation, any material contract, agreement arbitration or other instrument proceeding against Purchaser arising from or in connection with the Purchaser's operation of the Business or Purchaser's utilization of the Assets on and after the date hereof. (i) Seller has fully reported and fully and timely paid, and will continue to fully and timely report and pay, all federal, state, local and foreign taxes of every kind, nature and description whatsoever that are due and payable or accrued with respect to Seller's business and the Assets, including, without limitation, all income, excise, payroll, social security, sales, use, license, franchise, property, head, employment and unemployment taxes. (j) There is no litigation, arbitration, proceeding or controversy which is pending, threatened or anticipated before any court, governmental agency or authority, arbitrator or board of arbitrators to which the Seller is a party or which may be applicable affect or is threatened against the Business, the Assets or Seller's right to carry on the Seller or its assets; (iv) Business as conducted on and before the Seller is not in violation of, and the execution and delivery date of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toAgreement. There is no action, any order suite or decree of any court proceeding pending or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller threatened before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for authority which would give any party the executionright to rescind or enjoin any transaction described in or contemplated by this Agreement. (k) All documents containing Seller's financial information that Seller has furnished to Purchaser are true and correct copies and present fairly the financial condition of Seller. (l) Since January 1, delivery 2003, Seller has actively conducted the Business in the ordinary and performance by regular course and there has not been any material adverse change in the Seller ofBusiness, or compliance by the Seller withAssets, this Agreement Seller's liabilities or the consummation Business' prospects or operations. (m) Seller is not represented by a broker in connection with the sale and purchase of the Assets and the other transactions described in or contemplated by this Agreement, except for such consents, approvals, authorizations and Seller warrants that it owes no broker's or orders, if any, that have been obtained; and (x) finder's fee or commission in connection with the consummation sale of the Assets and the other transactions described in or contemplated by this Agreement. (n) No representation or warranty made by Seller in this Agreement are or in any document, written statement, certificate or Exhibit furnished or to be furnished to Purchaser or its counsel pursuant hereto, or in connection with the ordinary course transactions described in and contemplated by this Agreement, contains or will contain any untrue statement of business any material fact, or omits or will omit any material fact necessary to prevent the statements of the Sellerfacts contained therein from being materially false or misleading. All statements made and data presented by Seller in any document, and the transferwritten statement, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller certificate or Exhibit provided to Purchaser pursuant to or in connection with this Agreement Agreement, or contemplated by this Agreement, are not subject deemed to the bulk transfer or any similar statutory provisionsbe representations and warranties made by Seller to Purchaser in this Agreement.

Seller’s Representations and Warranties. The Seller representshereby represents and warrants that, warrants and covenants to the Purchaser as of the Closing Date or date hereof, and as of such other date specifically provided hereinthe Closing: (i) the 5.1.1 Seller is duly organizedformed limited liability company, validly existing existing, and in good standing as a corporation under standing, having the laws of the State of Delaware capacity to sue and is and will remain be sued in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power own name, having full power, legal right and authority to hold each Mortgage Loancarry on its business as currently conducted, to sell each Mortgage Loan, and to execute, deliver and performperform the provisions of this Agreement; 5.1.2 The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, has been duly authorized by all necessary action on behalf of Seller and do not conflict with or result in any breach of any of the terms or constitute a default under any document, instrument, or agreement to enter into which Seller is a party; 5.1.3 The person executing this Agreement on behalf of Seller has full power and consummate, all authority to do so; 5.1.4 Neither it nor any of its employees (or any assignee as defined in Article 8.7 hereof) are listed by the United States Department of Treasury on the Specifically Designated Nationals and Blocked Persons List or by the United States Department of Commerce on the Denied Persons List. There exists no United States prohibition on the transactions contemplated by this Agreement. The Agreement related to the identity, citizenship, location or business of Seller or to the purpose for which the Aircraft was previously used; 5.1.5 Seller has duly authorized not entered into any other agreements under which it has agreed to sell or lease or otherwise encumber the executionAircraft or any part thereof, delivery and performance of this Agreement, has duly executed and delivered other than this Agreement and this Agreement, and assuming due authorization, execution and delivery by or any Liens that are to be discharged at Closing. 5.1.6 This Agreement constitutes the Purchaser, constitutes a legal, valid and binding obligation obligations of the Seller, Seller and is enforceable against it Seller in accordance with its terms except as subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability thereof may be limited of contractual obligations and creditors’ rights generally and by bankruptcythe application of equitable principles by courts of competent jurisdiction, insolvency sitting at law or reorganization or other similar laws in relation to equity; and 5.1.7 Seller is the rights lawful beneficial owner of creditors generally; (iii) the Aircraft as of the date of execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation ofAgreement, and at the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation time of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believeClosing, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have convey good and marketable title to the Mortgage Notes and Mortgage LoansAircraft, free and clear of all liens Liens to Purchaser, and Seller will warrant and defend such title forever against all claims and demands whatsoever. 5.1.8 Seller has paid any and all taxes, fees, duties, penalties, charges, invoices, and statements arising from any purchase, sale, delivery, transfer, possessions, use, storage, operation, consumption, or encumbrances; registration of the Aircraft prior to the Closing (vii) the Mortgage Loans “Amounts Owed”), provided that, if Amounts Owed are not being transferred by yet due, imposed, levied, or assessed against Seller or the Aircraft, Seller with will pay such Amounts Owed when due, imposed, levied, or assessed and will defend and hold Purchaser harmless from such Amounts Owed. 5.1.9 Seller has not entered into any intent agreement for commissions, brokerage fees or similar fees to hinder, delay or defraud any creditors be paid upon transfer of the Seller; (viii) there are no actions Aircraft that would become the obligation of Purchaser or proceedings againsta lien on the Aircraft nor does Seller have any agreement or arrangement to pay any consideration whatsoever, directly or investigations known indirectly, to it ofany employee, the Seller before any court, administrative agent or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale independent contractor of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsPurchaser.

Seller’s Representations and Warranties. The Each Respective Seller representsrepresents and warrants to Buyer for itself and only with respect to its Property, warrants and covenants to the Purchaser not for any other Respective Seller or any other Property, as of the Closing Date or as of such other date specifically provided hereinfollows: (i) the Respective Seller is either a limited liability company duly organized, validly existing and in good standing as a corporation under formed pursuant to the laws of the State of Delaware or is a public entity and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance comply with the terms of this Agreement and has, or at Closing will not have, obtained all necessary consents and approvals required for such Respective Seller to enter into and consummate the Transactions; (ii) This Agreement and all documents executed by Respective Seller in connection with this Agreement which are to be delivered to Buyer at Closing, are or at the time of Closing will be, duly authorized, executed and delivered by Respective Seller, and are, or at Closing will be, legal, valid and binding obligations of Respective Seller and do not, and at the time of Closing will not, violate the Seller’s articles any provisions of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument judicial order to which the Respective Seller is a party or to which may be applicable to Respective Seller is subject. (iii) Respective Seller is not a “foreign person” within the Seller or its assets;meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. (iv) the Respective Seller is not currently (a) in violation of, compliance with and shall at all times during the execution and delivery term of this Agreement by the Seller and its performance and remain in compliance with the terms regulations of OFAC and any statute, executive order (including Executive Order 13224, dated September 24, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), or regulation relating thereto, and (b) not listed on, and shall not during the term of this Agreement will not constitute a violation with respect tobe listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any order other similar list maintained by OFAC or decree of other governmental authority pursuant to any court authorizing statute, executive order, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;regulation. (v) There are no pending or, to Respective Seller’s actual knowledge, threatened legal actions, arbitrations or demands, at law or in equity, against Respective Seller and affecting the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;Respective Seller’s Property. (vi) Exhibit F is a complete list of all Tenants Leases affecting the Respective Seller’s Property as of the Effective Date, including amendments thereto and any subleases or occupancy agreements of which Respective Seller has goodactual knowledge. To Respective Seller’s actual knowledge, marketable Seller has delivered to Buyer true, correct and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment complete copies of the Purchase Price Leases, subject to any missing pages and typos therein. To Respective Seller’s actual knowledge, there are no rights of first offer to purchase the Respective Seller’s Property other than as set forth in the Leases or disclosed by the PurchaserTitle Commitment for the Respective Seller’s Property. To the Respective Seller’s actual knowledge, neither the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage LoansRespective Seller nor any Tenant is in material default of its obligations under its respective Lease. To Respective Seller’s actual knowledge, free and clear Exhibit H is a complete list of all liens or encumbrances;Leasing Costs with respect to such Respective Seller’s Property as of the Effective Date. The parties acknowledge that Exhibit H shall be updated by Seller prior to Closing to reflect the amount of Leasing Costs as of the Closing Date. (vii) To Respective Seller’s actual knowledge, Exhibit G is a complete list of all Operating Agreements (other than the Mortgage Loans are not being transferred by Terminable Operating Agreements), including any amendments thereto, if any, affecting the Seller with any intent to hinder, delay or defraud any creditors Respective Seller’s Property as of the Seller;Effective Date. (viii) there are no actions To Respective Seller’s actual knowledge, Respective Seller has not received written notice from any governmental authority of any violation of any applicable law, ordinance, rule or proceedings against, or investigations known regulation applicable to it of, the Seller before any court, administrative or other tribunal Respective Seller’s Property (Aincluding environmental laws and regulations) that might prohibit its entering into this Agreementhas not been cured, except as disclosed in any report obtained by Buyer or in any materials delivered (B) seeking or made available prior to prevent the sale expiration of the Mortgage Loans or the consummation Due Diligence Period) to Buyer in connection with Buyer’s due diligence investigation of the transactions contemplated by this Agreement or Properties (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations underincluding, or validity or enforceability ofwithout limitation, this Agreement;any environmental report). (ix) no consentTo Respective Seller’s actual knowledge, approval, authorization or order Respective Seller has not received written notice from any governmental authority of any court pending condemnation action against its Property or request by any governmental agency or body is required authority for the execution, delivery and performance by the Seller rezoning of, or compliance by the Seller withpublic easements over, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsProperty.

Seller’s Representations and Warranties. The Seller represents, warrants Sellers jointly and covenants to severally represent and warrant the Purchaser as following: 1. The accuracy and completeness of each of the Closing Date or as of such other date specifically provided herein: (i) representations and warranties set out in the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderSchedule 6 hereto; (ii) 2. They have the Seller has the legal right and full power and authority to hold each Mortgage Loanenter into this Agreement (and the other agreements to be entered into by them under or in connection with this Agreement) and to perform their obligations under this Agreement (and such other agreements); 3. They have obtained all authorisations and all other applicable governmental, statutory, regulatory or other consents, clearances, approvals, licences, waivers or exemptions required to sell each Mortgage Loan, to execute, deliver and perform, and empower and/or allow them to enter into and consummateto perform their obligations under this Agreement (and such other agreements) and for this Agreement (and such other agreements) to be duly and validly authorised, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered by them; 4. This Agreement (and the other agreements to be entered into by them in connection with this Agreement) and the obligations expressed to be assumed by them under this Agreement (and this Agreementsuch other agreements) are legal and valid, binding upon them and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it them in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generallytheir terms; (iii) the execution 5. Entry into and delivery performance by them of their obligations under this Agreement by the Seller (and the performance of and compliance other agreements to be entered into by them under, in accordance with the terms of or in connection with this Agreement Agreement) will not violate the Seller’s articles (i) contravene any existing law, statute, order, treaty or regulation applicable to them or (ii) breach any provision of incorporation or its articles, by-laws or constitute a default under other constitutional documents or result in a material (iii) breach any document, agreement, licence or acceleration of, any material contract, agreement or other instrument to tender which the Seller is a party or which may Sellers and/or the Company have entered into; 6. that on the closing date the Company shall be applicable cash free and its only assets and liabilities shall be its rights pursuant to the Seller or its assetsShipbuilding Contract. 7. The Sellers are the owners of the Shares and are fully able to dispose of the Shares; (iv) 8. Title to the Seller Shares is unencumbered, the Shares are not pledged and there are no consents, approvals or authorisations from any party required to effect the transfer of the Shares; For the avoidance of doubt, the liability of the Sellers under the warranties and representations under this Agreement shall not be limited by the Sellers invoking that the Purchaser should have been aware of any matters or facts not specifically disclosed, including under the Disclosures in violation ofSchedule 5, and the execution and delivery Purchaser may not be deemed to be aware of this Agreement any matters or facts which could be construed or implied by the Seller and its performance and compliance with absence of certain documents and/or not disclosed. This provision does not apply to any document which is publicly available on the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation website of the Seller or its assets or might Registry of Companies and such documents shall be deemed to have consequences that would materially been disclosed. The Sellers shall be jointly and adversely affect severally liable towards the performance of its obligations Purchaser for all foreseeable and duties hereunder; (v) ascertained damages, costs and/or expenses incurred by the Seller does not believe, nor does it have Purchaser in case any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good representations and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are warranties set forth in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionstrue, accurate and correct.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as As of the Closing Date or Effective Date, Seller represents and warrants as of such other date specifically provided herein: (i) the follows: Seller is a limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware its formation, and is qualified to conduct business in the state of California and will remain in compliance with each jurisdiction where the laws failure to so qualify would have a material adverse effect on the business or financial condition of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller. Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummateperform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, all transactions contemplated by except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered this by Xxxxxx. This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency laws of general applicability limiting the enforcement of creditors’ rights or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and the performance of local laws, statutes, ordinances, rules and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation ofregulations, and the execution orders and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree decrees of any court courts or any order administrative bodies or regulation tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of any federal, state, municipal or governmental agency having jurisdiction over interest. Seller shall maintain Site Control throughout the Delivery Term. Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of shall obtain any and all liensapplicable permits and approvals, pledgesincluding without limitation, charges or security interests of any nature encumbering environmental clearance under the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; California Environmental Quality Act (vii“CEQA”) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) environmental law, from the local jurisdiction where the Facility will be constructed. Seller acknowledges that might prohibit its entering into this Agreement, (B) seeking to prevent Buyer is purchasing the sale of the Mortgage Loans or the consummation of the transactions contemplated by Product under this Agreement or (C) that might prohibit or materially and adversely affect does not intend to be the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental lead agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsFacility.

Seller’s Representations and Warranties. The (a) Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinthat: (i) subject to the Seller is duly organized, validly existing and in good standing as a corporation under the laws receipt of the State approval of Delaware its limited partners, and is the transfers by Xxxx Corporation and will remain in compliance with the laws of each state in which any Mortgaged Property is located its affiliates (collectively, “Xxxx”) to the extent necessary applicable party comprising Seller of minority tenant in common interests in Parcels Twenty-Nine through Thirty-Two ( the “Xxxx Interest Parcels”) Seller has the full right, power, and authority, without the joinder of any other person or entity, to fulfill its enter into, execute and deliver this Agreement, and to perform all duties and obligations hereunder;imposed on Seller under this Agreement, (ii) subject to the Seller has receipt of the power and authority to hold each Mortgage Loanapproval of its limited partners, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized neither the execution, execution nor the delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by nor the Purchaser, constitutes a legal, valid and binding obligation consummation of the Sellerpurchase and sale contemplated hereby, enforceable against it in accordance with its terms except as nor the enforceability thereof may be limited by bankruptcy, insolvency fulfillment of or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms and conditions of this Agreement conflict with or will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material the breach of any of the terms, conditions, or acceleration of, provisions of any material contract, agreement or other instrument to which the Seller is a party or by which may be applicable Seller or, to the Seller’s actual knowledge, any of Seller’s assets is bound, (iii) there is no existing or pending (or to Seller’s actual knowledge threatened) litigation affecting Seller or its assets;the Property, (iv) the Seller is not in violation has no actual knowledge of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will has not constitute a violation with respect toreceived any written notice of, any order or decree violation of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over requirements (including Environmental Requirements as defined below in Section 4.4(b)(xvii)) concerning the Seller or its assetsProperty, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;not been remedied, (v) Seller has no actual knowledge of, and has not received, with respect to the Seller does not believeProperty, nor does it have written notice from any reason governmental authority regarding, any change to the zoning classification, any condemnation proceedings or cause proceedings to believe, widen or realign any street or highway adjacent to the Property or that it cannot perform each and every covenant contained in this Agreement;otherwise affects the Land or the Improvements, (vi) the Seller has goodlist of contracts attached hereto as Exhibit “E” (the “Contracts”), marketable is a true, correct and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear complete list of all liens or encumbrances;service contracts, equipment leases and/or maintenance agreements affecting the Property, and to Seller’s actual knowledge there are no other such agreements affecting the Property, (vii) Seller is not a “foreign person” within the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors meaning of Sections 1445 and 7701 of the Seller;Internal Revenue Code of 1986, as amended, (viii) except for those tenants in possession of the Property under written leases for space in the Property, as shown on the rent rolls attached hereto as Exhibit “F” (collectively, the “Rent Rolls”), to Seller’s actual knowledge there are no actions or proceedings againstparties in possession of, or investigations known to it ofclaiming any possession to, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale portion of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement;Property, (ix) at Closing there will be no consent, approval, authorization unpaid bills or order of claims known to Seller in connection with any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation repair of the transactions contemplated Property by this Agreement, except for such consents, approvals, authorizations or orders, if any, on behalf of Seller that have been obtained; andcould result in the filing of a lien against the Property, (x) to Seller’s actual knowledge the consummation Rent Rolls (which are effective as of the transactions contemplated date indicated thereon), and as the same shall be updated and recertified at Closing by this Agreement Seller, are and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on such Rent Rolls, (xi) the financial statements delivered by Seller to Purchaser pursuant to Section 4.1 hereof, and all other information delivered by Seller to Purchaser pursuant to Section 4.1 hereof, are true, correct and complete in all material respects, (xii) Seller has no actual knowledge, and has received no notice, regarding any environmental contamination on, at or adjacent to the Property, (xiii) Seller has no actual knowledge and has not received any written or verbal notice or request from any insurance company or board of fire underwriters (or any organization exercising functions similar thereto) requesting the performance of any work or alterations with respect to the Property, except those as to which Seller has completed remedial action which has been formally accepted as sufficient by such authority or insurer, (xiv) to Seller’s actual knowledge there are no employment agreements of any kind to which Seller is a party, including union or collective bargaining agreements, which will be binding on Purchaser after the Closing, (xv) Seller has no actual knowledge of any material defects in the drainage systems, foundations, roofs, walls, superstructures, plumbing, air conditioning and heating equipment, electrical wiring, boilers, hot water heaters or other portions of the Property, and to Seller’s actual knowledge, the Improvements were constructed substantially in accordance with the plans and specifications for the construction thereof, (xvi) to Seller’s actual knowledge, the Improvements are free from the presence or suspected presence of any form of mold, including those producing mycotoxins, specifically including, but not limited to, Aspergillus, Penicillium, and Stachybotrys, (xvii) to Seller’s actual knowledge, there are no underground storage tanks located on or under the Property, there are no conditions on, at or relating to the Property which are in non-compliance with “Environmental Requirements” (as defined below in Section 4.4(b)), and there are no “Hazardous Materials” (as defined below in Section 4.4(b)) on, in or under the ordinary course Property in quantities that require reporting, investigation or remediation under Environmental Requirements, and (xviii) Seller has obtained all necessary certificates (including any applicable certificates of business occupancy), licenses and other approvals, governmental and otherwise, necessary for the operation of the Seller, Property and the transferconduct of its business and all required zoning, assignment building code, land use, environmental and conveyance other similar permits or approvals, all of which are in full force and effect as of the Mortgage Notes date hereof and the Mortgages by the Seller pursuant to this Agreement are not subject to revocation, suspension, forfeiture or modification; and additionally, the bulk transfer or any similar statutory provisionsProperty is, to Seller’s actual knowledge, legally compliant with all applicable zoning laws, rules and regulations. (xix) To Seller’s actual knowledge, the Property located in the State of New Jersey is a storage warehouse facility and is classified as a Class 4B Industrial Property on the tax assessment rolls of the applicable town and county in New Jersey where the Property is located. As such, Seller represents and warrants that the Property located in New Jersey is exempt from the New Jersey Buyer’s Transfer Tax (Mansion Tax). (xx) To Seller’s actual knowledge, Seller’s use of the Property does not render it subject to the Industrial Site Recovery Act, N.J.

Seller’s Representations and Warranties. The Seller represents, represents and warrants as of this date and covenants to the Purchaser as best of the Closing Date or as of such other date specifically provided hereinSeller's knowledge after due inquiry that: (ia) the Seller Except for this Agreement it is duly organized, validly existing and in good standing as a corporation under the laws not aware of the State of Delaware and is and will remain in compliance any other agreements or leases with the laws of each state in which any Mortgaged Property is located respect to the extent necessary Property, other than those matters that are disclosed in the title commitment to fulfill its obligations hereunderbe obtained by the Buyer; (iib) the Seller has the all requisite power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions consummate the transaction contemplated by this Agreement. The Seller Agreement and has by proper proceedings duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement and the consummation of the transaction contemplated hereunder, or shall obtain the same by the Seller Closing Date; (c) It does not have any actions or proceedings pending, which would materially affect the Property except matters fully covered by insurance; (d) The consummation of the transactions contemplated hereunder, and the performance of and compliance with the terms of this Agreement and the delivery of the warranty deed to Buyer, will not violate the Seller’s articles of incorporation or by-laws result in any breach of, or constitute a default under or result in a material breach or acceleration ofunder, any material contract, agreement or other instrument to which the Seller is a party or by which Seller may be bound or affected; (e) All of Seller's covenants, agreements, and representations made herein, and in any and all documents which may be applicable delivered pursuant hereto, shall survive the delivery to AEI of the Seller or warranty deed and other documents furnished in accordance with this Agreement, and the provision hereof shall continue to inure to Buyer's benefit and its assetssuccessors and assigns; (ivf) The Property is in good condition, substantially undamaged by fire and other hazards, and has not been made the subject of any condemnation proceeding; (g) Seller has received no written notice that the use and operation of the Property is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and material compliance with applicable local, state and federal laws, ordinances, regulations and requirements; (h) Seller has not received written notice that the terms of this Agreement will not constitute a Property currently is in violation with respect to, any order or decree of any court or any order or regulation of any federal, statestate or local law, municipal ordinance or regulations relating to industrial hygiene or to the environmental conditions, on, under or about the Property, including, but not limited to, soil and groundwater conditions. Seller has not received written notice that there is any existing proceeding or inquiry by any governmental agency having jurisdiction over authority with respect to the Seller or its assets, which violation might have consequences that would materially and adversely affect presence of hazardous materials on the condition (financial or otherwise) Property or the operation migration of the Seller hazardous materials from or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtainedproperty; and (xi) the consummation These Seller's representations and warranties shall be deemed to be true and correct as of the transactions contemplated by this Agreement are in Closing Date and shall survive the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsclosing.

Seller’s Representations and Warranties. The In addition to any express agreements of the Seller representscontained here, warrants the following constitute representations and covenants warranties of the Seller to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer: (a) Representations Regarding Seller’s Authority. (i) The Seller has the Seller is duly organizedlegal power, validly existing right, and in good standing as a corporation under authority to enter into this Agreement and the laws of instruments referred to here and to consummate the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;transactions contemplated here. (ii) All requisite action (corporate, trust, partnership, or otherwise) has been taken by the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter in connection with entering into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed the instruments referred to here, and delivered the consummation of the transactions contemplated here. No further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority, or other party is required. (iii) The persons executing this Agreement and this Agreementthe instruments referred to here on behalf of the Seller and the partners, and assuming due authorizationofficers, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation or trustees of the Seller, if any, have the legal power, right, and actual authority to bind the Seller to the terms and conditions of this Agreement. (iv) This Agreement and all documents required to be executed by the Seller are and shall be valid, legally binding obligations of and enforceable against it the Seller in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;their terms. (iiiv) Neither the execution and delivery of this Agreement by and documents referred to here, nor the Seller and incurring of the performance obligations set forth here, nor the consummation of and the transactions here contemplated, nor compliance with the terms of this Agreement will not violate and the Seller’s articles documents referred to here conflict with or result in the material breach of incorporation any terms, conditions, or by-laws provisions of, or constitute a default under any bond, note, or result in a material breach other evidence of indebtedness, or acceleration of, any material contract, agreement indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other instrument agreements or instruments to which the Seller is a party or which may be applicable to affecting the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsProperty.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a material default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles certificate of incorporation or by-laws or constitute a material default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants and covenants to the Purchaser other Parties hereto, as of its execution of this Agreement and as of the Closing Date or as of such other date specifically provided hereinDelivery Date, that: (i) the Seller is a corporation duly organized, organized and validly existing and in good standing as a corporation under the laws of the State of Delaware and is has corporate power and will remain in compliance with the laws authority to carry on its business as presently conducted, to own its properties and to execute and deliver, and to perform all of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderunder this Agreement, Assignment No. 1 and the Engine Warranty Assignment and Consent (collectively, the "SELLER DOCUMENTS"); (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance by Seller of this Agreementthe Seller Documents have been duly authorized by all necessary corporate action, has duly executed and delivered this Agreement and this Agreementdo not require any stockholder approval or approval of any trustee or holder of any indebtedness or obligations of Seller, and assuming due authorizationdo not and will not contravene the certificate of incorporation, execution and delivery by-laws or other charter documents of Seller or any law, governmental rule, regulation, judgment or order binding on Seller or contravene or result in a breach of, or constitute a default under any indenture, mortgage, contract or other agreement to which Seller is a party or by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with which Seller or its terms except as the enforceability thereof properties may be limited by bankruptcybound or affected, insolvency except for any such conflicts, breaches or reorganization defaults which would not, individually or other similar laws in relation the aggregate, have a material adverse effect on the ability of Seller to perform its obligations under the rights of creditors generallySeller Documents; (iii) Neither the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, any of the Seller Documents requires the consent or validity or enforceability approval of, this Agreementor the giving of notice to, or the registration with, or the taking of any other action in respect of any governmental entity having jurisdiction over Seller or any of its affiliates or properties, except for the filing with the FAA of the FAA Xxxx of Sale and such other registrations, applications and recordings referred to in the opinion of Special FAA Counsel to be rendered by Special FAA Counsel on the Delivery Date; (ixiv) no consent, approval, authorization or order Each of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance Documents has been duly executed and delivered by Seller and each of the Seller withDocuments constitutes the legal, this valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose; (v) There are no pending or, to the best of Seller's knowledge, threatened actions or proceedings before any court, arbitrator or administrative agency that, if adversely determined, would have a material adverse effect on Seller's ability to perform its obligations under the Seller Documents; (vi) Seller is not in default in any material respect under the Manufacturer Purchase Agreement with respect to the Aircraft or the consummation of aircraft subject to the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtainedOther Purchase Agreements and Other Leases; and (xvii) the consummation as of the transactions contemplated by this Agreement are in Delivery Date, the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages Aircraft shall not have been delivered by the Seller pursuant Manufacturer to this Agreement are not subject Aero more than fourteen (14) days prior to the bulk transfer or any similar statutory provisionsDelivery Date.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to Purchaser the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollowing: (ia) Seller has or will have at Closing good, indefeasible, and fee simple title to the Seller is duly organizedProperty, validly existing free and in good standing as a corporation under the laws clear of all mortgages, liens, encumbrances, leases, tenancies, security interest, covenants, conditions restrictions, rights-of-way, easements, judgments or other matters affecting title other than those shown on Schedule B of the State of Delaware Commitment and otherwise permitted herein. (b) This Contract has been duly authorized and executed by Seller and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Sellerof, enforceable against it and is enforceable, in accordance with its terms except as terms, against Seller. The documents delivered to Purchaser at Closing will be duly authorized and executed by Seller and will be a valid and binding obligation of, and will be enforceable in accordance with their terms, against Seller. (c) There is no pending or threatened condemnation or similar proceeding affecting the enforceability thereof may be limited by bankruptcyProperty or any portion thereof, insolvency or reorganization pending public improvements, liens, or other similar laws special assessments, in, about or outside the Property which will in relation any manner affect the Property or access to the rights Property, nor any legal action of creditors generally;any kind or character whatsoever affecting the Property which will in any manner affect Purchaser upon the consummation hereof, nor is any such action presently contemplated. (iiid) To the execution best of Seller's knowledge, Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and delivery restrictions pertaining to and affecting the Property. Performance of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement Contract will not violate the Seller’s articles of incorporation or by-laws result in any breach of, or constitute a any default under under, or result in a material breach or acceleration imposition of, any material contract, lien or encumbrance upon the Property under any agreement or other instrument to which the Seller is a party or by which may Seller or the Property might be applicable bound. (e) Seller will operate and manage the Property in substantially the same manner it has been operated and managed and will maintain the physical condition of the Property in the same or better condition as it presently exists to the Seller or its assets;date of Closing, reasonable wear and tear excepted. (ivf) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller The rent roll delivered pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.Paragraph 6.2

Seller’s Representations and Warranties. The In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller represents, warrants makes the following representations and covenants to the Purchaser warranties as of the Closing Effective Date or and as of such other date specifically provided hereinthe Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which shall survive Closing for a period of nine (9) months: (i) Seller has the Seller is duly organizedlegal power, validly existing right and in good standing as a corporation under authority to enter into this Agreement and the laws of instruments referenced herein, and to consummate the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;transaction contemplated hereby. (ii) All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the Seller has instruments referenced herein; and, by the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummateClosing, all transactions such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Seller to consummate the transaction contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;. (iii) The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Neither the execution and or delivery of this Agreement by or the Seller and documents or instruments referenced herein, nor incurring the performance obligations set forth herein, nor the consummation of and the transaction contemplated herein, nor compliance with the terms of this Agreement will not violate or the Seller’s articles documents or instruments referenced herein or therein conflict with or result in the material breach of incorporation any terms, conditions or by-laws provisions of, or constitute a default under or result in a material breach or acceleration ofunder, any material bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;party. (v) To the Seller does not believebest of Seller’s actual or constructive knowledge, nor does it have there are no actions, suits, claims, legal proceedings, or any reason other proceedings affecting the Property or cause any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign, except as disclosed in writing to believe, that it cannot perform each and every covenant contained in this Agreement;Buyer prior to the Effective Date. (vi) To the Seller has goodbest of Seller’s actual or constructive knowledge, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings againstpending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or investigations known affecting Seller’s ability to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit fulfill all of its entering into obligations under this Agreement, except as disclosed in writing to Buyer prior to the Effective Date. (Bvii) seeking Seller has made no written commitments to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement agreements with any governmental authority or (C) that might prohibit or agency materially and adversely affect affecting the performance by Property, or any part thereof, or any interest therein, which will survive the Closing not disclosed to Buyer in writing. Seller has entered into no written agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property not disclosed to Buyer in writing prior to the Effective Date. (viii) To the best of Seller’s actual or constructive knowledge, Seller is not in default of its obligations underunder any contract, agreement or validity instrument to which Seller is a party pertaining to the Property, including the Lease, which contract, agreement or enforceability of, this Agreement;instrument will survive the Closing. (ix) no consentTo Seller’s actual knowledge, approvalSeller has not withheld from Buyer or prevented Buyer from reviewing any books, authorization records or order of any court other documents in Seller’s possession or governmental agency under Seller’s control (other than the Excluded Materials) that may reasonably be expected to have a material adverse impact on the financial or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation operational nature of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; andProperty. (x) Except as revealed in the consummation Proforma Title Policy and the Property Documents delivered to Buyer by Seller, or as listed in Exhibit D attached hereto, to Seller’s actual knowledge, (i) there are not any written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof that will survive the Closing, and (ii) no person other than the Tenant under the Lease shall have any right of possession to the Property or any part thereof as of the transactions contemplated by this Agreement are Closing. (xi) Seller has not agreed to sell the Property or control to sell the Property to any entity other than Buyer. (xii) Until the Closing, Seller shall, upon learning of any fact or condition, which would cause any of the warranties and representations in the ordinary course of business section not to be true as of the Sellerclose of Escrow, and the transfer, assignment and conveyance immediately give written notice of the Mortgage Notes and the Mortgages by the Seller pursuant such fact or condition to this Agreement are not subject to the bulk transfer or any similar statutory provisionsBuyer.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser Buyer that as of the Closing Date or as of such other date specifically provided hereinEffective Date: (i1) the Seller is a duly organized, organized and validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Colorado. Seller has the right, power and authority to hold each Mortgage Loanenter into this Contract and to convey the Acquired Interests in accordance with the terms and conditions of this Contract, to sell each Mortgage Loan, engage in the transactions contemplated in this Contract and to execute, deliver perform and performobserve the terms and provisions hereof. The execution and delivery of this Contract does not, and the fulfillment of and compliance with the terms and conditions hereof will not, as of the Effective Date, violate, or be in conflict with, any material provision of Seller’s governing documents, or any material provision of any agreement or instrument to enter into and consummatewhich Seller is a party or by which it is bound, all transactions contemplated by this Agreement. The or any judgment, decree, order, statute, rule or regulation applicable to Seller. (2) Seller has duly authorized taken all necessary action to authorize the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this AgreementContract, and assuming due authorization, upon the execution and delivery of any document to be delivered by Seller on or prior to the PurchaserClosing, constitutes a legal, this Contract and such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or reorganization or other similar laws in relation of general application affecting the rights and remedies of creditors. (3) Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Contract for which Buyer shall have any responsibility whatsoever. (4) Seller owns all right, title and interest to the Acquired Interests that is evidenced by an instrument or instruments filed of record in accordance with the conveyance and recording laws of the applicable jurisdiction to the extent necessary to prevail against competing claims of bona fide purchasers for value without notice. (5) There are no material liens, claims, infringements, burdens and other defects or encumbrances on the Acquired Interests, except as set forth in Exhibit “C”. For the purposes of Seller’s Representations and Warranties, rights of creditors generally; (iii) way, easements, and any surface use agreements which affect or cross the execution and delivery of this Agreement Acquired Interests, granted or entered into by the Seller and the performance of and compliance with the terms of this Agreement will not violate the or Seller’s articles of incorporation or by-laws or constitute a default under or result 's predecessors in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable title prior to the Seller or its assets; (iv) the Seller is Effective Date shall not in violation ofbe considered material claims, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder. Except as set forth in Exhibit “C”, delay or defraud any creditors of the Seller; (viii) there are no actions lawsuits, claims, proceedings or proceedings againstinvestigations pending or, to the knowledge of Seller, threatened against or affecting Seller regarding the Acquired Interests, or investigations known to it of, the Seller before any court, administrative legality or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation propriety of the transactions contemplated by this Agreement Contract. (6) The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be transferred or resold without (i) registration under the Securities Act and any applicable state securities laws or (Cii) that might prohibit or materially an exemption from the registration and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation qualification requirements of the transactions contemplated by this AgreementSecurities Act and applicable state securities laws. It is understood that, except for such consentsas provided below, approvals, authorizations or orders, if any, that have been obtained; and (x) certificates evidencing the consummation of Purchased Shares may bear the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer following or any similar statutory provisionslegend: “The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act (ii) such securities may be sold pursuant to Rule 144 or (iii) Buyer has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended, or qualification under applicable state securities laws. Notwithstanding the foregoing, the securities may be pledged in connection with a bona fide margin account secured by the securities.” (7) The Shares have been acquired for Seller’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act. Seller can bear the economic risk and complete loss of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. (8) The Buyer has been furnished with or has had full access to all of the Buyer’s reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission as of the Effective Date (the “SEC Documents”) pursuant to the reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”), and in making its decision to acquire the Shares, Seller has relied solely on the information set forth in the SEC Documents and the representations and warranties of the Buyer contained in this Contract. At the time the Buyer was first offered the Shares, it was, and as of the date hereof it is an “accredited investor” as defined in Rule 501 of the Securities Act. Buyer is not in the possession of, and has not made any investment decision to purchase the Shares, any material non-public information regarding the Company. (9) To date, Seller has not drilled any xxxxx on the lands described in the Second Correction Quitclaim Deed. (10) Seller has received no written notification that any governmental or quasi-governmental authority has determined that there are any violations of any Environmental Law (as hereinafter defined) with respect to the Acquired Interests, nor to Seller's knowledge has Seller received any written notice that any governmental or quasi-governmental authority is contemplating an investigation of the Acquired Interests, with respect to a violation or suspected violation of any Environmental Law. For purposes hereof, “Environmental Law” shall mean any federal or state law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, and all federal and state regulations and publications promulgated or issued pursuant thereto.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller representsmakes the following representations and warranties, warrants each of which is material and covenants is being relied upon by Buyer (the continued truth and accuracy, in all material respects, of which shall constitute a condition precedent to Buyer’s obligations hereunder): (a) This Agreement has been duly and validly authorized, executed and delivered by Seller and no other action is requisite to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing valid and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the binding execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and by Seller. Other than as disclosed in this Agreement, and assuming due authorization, execution and delivery no consents or waivers of or by any third party are necessary to permit the Purchaser, constitutes a legal, valid and binding obligation consummation by Seller of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation transactions contemplated pursuant to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vib) the Seller has goodThere are no actions, marketable and indefeasible title suits or proceedings pending against, or to the Mortgage LoansSeller’s actual knowledge, free and clear of any and all liens, pledges, charges threatened or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaseraffecting, the Purchaser will have good Lease or the Property, at law or in equity, and marketable title there are no pending or, to Seller’s actual knowledge, threatened proceedings in eminent domain or otherwise which would affect the Mortgage Notes and Mortgage Loans, free and clear of all liens Property or encumbrancesany portion thereof; (viic) the Mortgage Loans are Seller is not being transferred by the Seller with any intent to hinder, delay or defraud any creditors aware of the existence of any material violation of law or governmental regulation with respect to the Property, and to Seller’s actual knowledge, all laws, ordinances, rules and requirements and regulations of any governmental agency, body or subdivision thereof bearing on the Property have been complied with by Seller; (viiid) There are no agreements (whether oral or written) affecting or relating to the right of any party with respect to possession of the Property, or any portion thereof, which are obligations which will affect the Property or any portion thereof subsequent to the recordation of the Special Warranty Deed, except as set forth in the Lease or as may be reflected in the Condition of Title. There are no maintenance, service or other similar agreements (whether oral or written) which will be binding upon Buyer or the Property following the Close of Escrow, except as set forth in the Lease or as may be reflected in the Condition of Title. To Seller’s actual knowledge, Seller is not in default, nor do any circumstances exist which, with notice or the passage of time, or both, would give rise to a default under the Lease or any of the documents, recorded, or unrecorded, referred to in the Commitment or any of the agreements that Buyer has elected to assume; (e) Except as otherwise provided in Section 11(b) below, Seller has paid or will pay in full, prior to Closing, all bills and invoices for labor, goods, material and services of any kind relating to the Property, utility charges, taxes and any other amounts that could become a lien on the Property if not paid; (f) Seller has received no notice or communication from any insurance carrier of the Property regarding dangerous, illegal or other conditions requiring corrective action; (g) The Lease is in full force and effect on the terms set forth therein and has not been modified, amended, or altered, in writing or otherwise. The Lease sets forth the entire agreement between Seller and FedEx with respect to the Property. Seller has not received any prepaid rent or other payments (except to the extent Buyer receives a credit for the same at Closing) or any security deposit in connection with the Lease, and FedEx is not entitled to any abatement of rent after Completion of the Asset (as defined below). To Seller’s actual knowledge, Seller is not in default under the Lease nor will Seller be in default thereunder but for the requirements of notice or the passage of time, or both. There have been no claims asserted by FedEx for offsets against rent or any other monetary or other claim made against Seller, as landlord, which shall apply after the Close of Escrow. Seller is not aware of any default by FedEx under the Lease, or that FedEx would be in default with notice or the passage of time or both. All leasing commissions with respect to the Lease have been paid by Seller (or will be paid by Seller prior to the Close of Escrow) and there are no actions outstanding commission obligations or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) listing agreements that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans will affect Buyer or the consummation Property after the Close of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this AgreementEscrow; (ixh) Seller’s Documents that Seller delivered to Buyer pursuant to Section 5 above are true and complete copies thereof and constitute all such documents in Seller’s possession or control. Seller has not assigned its rights thereunder to any other person, firm or entity and no consentfurther consent is necessary or required to make the Assignment of Lease and Assignment of Contracts effective, approvalexcept as otherwise set forth therein; (i) Seller has not participated in or approved and, authorization to Seller’s actual knowledge, except as disclosed in the reports identified in Section 5 above (the “Reports”), there has not occurred, any release or order disposal upon the Property or contamination of the Property by any hazardous or toxic waste, substance or material, as defined under any federal, state or local law, statute, ordinance or regulation, and, to Seller’s actual knowledge, except as disclosed in the Reports, there is no violation of any court federal, state or governmental agency local law, rule, regulation, statute or body is required for ordinance relating to the executionpresence or existence of any hazardous or toxic waste, delivery and performance by substance or material upon the Seller ofProperty. To Seller’s actual knowledge, except as disclosed in the Reports, no toxic or compliance by hazardous waste, substance or material exists on, under, about or within the Seller with, this Agreement Property or any ground water thereunder. No asbestos or asbestos-containing materials will be used in the consummation construction of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtainedimprovements located on the Property; (j) Seller is not a “foreign person” within the meaning of Section 1445 et seq. of the Federal Code; and (xk) Seller has not (i) made a general assignment for the consummation benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing Seller’s inability to pay its debts as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally. Notwithstanding anything to the contrary herein, the effect of the transactions contemplated by representations and warranties made in this Agreement are shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents. Except as expressly herein otherwise provided, the representations and warranties of Seller set forth in the ordinary course of business this Agreement shall be true on and as of the Close of Escrow as if those representations and warranties were made on and as of such time. Notwithstanding anything to the contrary herein, Seller’s representations and warranties set forth in this Agreement shall survive the Closing for a period of twelve (12) months, and the transfer, assignment and conveyance thereafter shall be deemed to be of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer no further force or any similar statutory provisionseffect.

Seller’s Representations and Warranties. The In addition to Seller's representations and warranties under the Servicing Agreement, and as an inducement to Purchaser to enter into this Agreement, Seller represents, warrants represents and covenants to the Purchaser wan-ants as follows as of the date hereof and as of each Closing Date or as of such other date specifically provided hereinand each Transfer Date: (ia) the Seller is a duly organized, organized and validly existing and Delaware corporation in good standing as a corporation under the laws of such state; and this Agreement has been duly and validly authorized by all necessary corporate action on the State part of Delaware Seller, and is the valid and will remain binding obligation of Seller; enforceable against Seller in compliance accordance with the its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, and other similar laws relating to creditors' rights generally and by general principles of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;equity. (iib) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and Seller's compliance with the terms `hereof and consummation of this Agreement the transactions, contemplated hereby will not violate the Seller’s articles of incorporation or by-laws or violate, conflict with, result in a breach of, constitute a default under under, be prohibited by or result in a material breach require any additional approval under, its charter, bylaws, or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or by which may be it or any material portion of its property is bound, or any federal, state or local statute, regulation or ordinance applicable to the Seller Seller, or its assets;any order of any federal or state court or regulatory agency applicable to Seller. (ivc) the Seller is not in violation ofThe execution, delivery and the execution and delivery performance of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a result in any violation with respect to, any order or decree of any court material contract, instrument or any order or regulation undertaking of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, one to which violation might have consequences that would materially and adversely affect the condition (financial Seller is a party or otherwise) or the operation of the by which Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;is bound. (vd) Seller is the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each owner of and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes Servicing Rights and Mortgage Loans, assigns those Servicing Rights to Purchaser on the Closing Dates free and clear of all liens or encumbrances;of any kind, and is not contractually obligated to sell the Servicing Rights to any party other than Purchaser. (viie) the Mortgage Loans are not being transferred by the Seller with any intent to hinderNo finder's fees, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative commissions or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking similar payments are or will be required to prevent the sale of the Mortgage Loans be paid to any person or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation entity on account of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and. (xf) Seller knows of no litigation, claim, proceeding or governmental investigation pending or threatened against Seller, which, in the consummation opinion of Seller, may materially and adversely affect Seller's ability to perform its obligations hereunder or under the Servicing Agreement. (g) No other authorization or approval of the transactions contemplated by this Agreement are in the ordinary course transfer of business of the Seller, and the transfer, assignment and conveyance servicing of the Mortgage Notes Loans, other than Seller's agreement herein, shall be necessary. (h) To the best of Seller's knowledge, each Mortgage Loan has been originated and serviced in compliance with all applicable federal, state and local laws and regulations and consistent with the requirements of the Servicing Agreement and the Mortgages by terms of the Mortgage Loans. (i) All representations and warranties made by, the Seller pursuant in the Servicing Agreement are true and correct in all material respects. (j) All information provided to Purchaser by Seller in connection with the sale and transfer of the Servicing Rights to the Purchaser is true and correct in all material respects. (k) To the best of Seller's knowledge, all data received by Purchaser from Seller, whether in an electronic, magnetic or other machine readable form, which is used or processed by a computer, computer hardware or infrastructure, software or computer network, shall be provided in a Year 2000 Compliant Format. For the purposes of this Agreement are not subject to "Year 2000 Compliant Format" means that all data is correctly formatted so that all date-related arithmetic and logical operations including operations which cross the bulk transfer century boundary will be correctly read, used or any similar statutory provisionsprocessed, sorted in correct chronological order, and correctly addresses leap years including, without limitation the year 2000, as a "leap year."

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement Agreement, and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles certificate of incorporation or by-laws or constitute a material default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, represents and warrants to Purchaser on and covenants to as of the Purchaser date of this Agreement and on and as of the Closing Date or Date, as of such other date specifically provided hereinfollows: (ia) the Seller is a limited liability company, duly organizedformed, validly existing existing, and in good standing as a corporation under the laws of the State of Delaware Colorado, is qualified to conduct business in the State of Colorado and has the requisite power and authority to enter into this Agreement and the instruments referenced herein and to consummate the transactions contemplated hereby. (b) The execution, delivery, and performance of this Agreement by Seller and all agreements, instruments, and documents herein provided to be executed by Seller on the Closing Date: (i) do not violate the operating agreement of Seller, or any contract, agreement, commitment, lease, order, judgment, or decree to which Seller is a party; and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the appropriate and necessary action has been taken by Seller and has been duly authorized by the power consent of the members and managers of Seller and the appropriate and necessary action has been taken by such members and managers on the part of Seller. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right, and actual authority to hold each Mortgage Loanbind Seller to the terms and conditions hereof and thereof. This Agreement is valid and binding upon Seller, subject to sell each Mortgage Loanbankruptcy, to execute, deliver and performreorganization, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized other similar laws affecting the enforcement of creditors’ rights generally. (c) Neither the execution, delivery and delivery, or performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations underhereby is prohibited by, or validity or enforceability ofrequires Seller to obtain any consent, this Agreement; (ix) no consentauthorization, approval, authorization or order registration under any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon Seller which has not been previously obtained. (d) Seller is not a “foreign person” within the meaning of Section 1445 of the Code. (e) There is no litigation, arbitration, or other legal or administrative suit, action, proceeding, or investigation pending or threatened against or involving Seller or the ownership or operation of the Property, including, but not limited to, any condemnation action relating to the Property. (f) Seller has not entered into any service, maintenance, supply, leasing, brokerage, and listing and/or other contracts relating to the Property (along with all amendments and modifications thereof, the “Service Contracts”) which will be binding upon the Purchaser after the Closing. (g) Seller has not received notice of any court material violation of any law or governmental agency or body is required for the executionmunicipal ordinance, delivery and performance by the Seller oforder, or compliance requirement noted or issued against the Property by any governmental authority having jurisdiction over the Property, that has not been cured, corrected, or waived as of the Effective Date. (h) Seller withhas not placed any, this Agreement and to Seller’s knowledge, there are no Hazardous Materials installed, stored in, or otherwise existing at, on, in, or under the Property in violation of any Environmental Laws. “Hazardous Materials” means “Hazardous Material,” “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,” as those terms are defined or used in CERCLA, and any other substances regulated because of their effect or potential effect on public health and the environment, including PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials. “Environmental Laws” means, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal, state, county, municipal, and other local laws governing or relating to Hazardous Materials or the consummation of the transactions contemplated by this Agreementenvironment together with their implementing regulations, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Sellerordinances, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsguidelines.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s 's articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as As of the Closing Date or Effective Date, Seller represents and warrants as of such other date specifically provided herein:follows:‌ (ia) the Seller is a limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware its formation, and is qualified to conduct business in the state of California and will remain in compliance with each jurisdiction where the laws failure to so qualify would have a material adverse effect on the business or financial condition of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Seller. (iib) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all transactions contemplated by covenants and obligations on its part to be performed under and pursuant to this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered this by Seller. This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency laws of general applicability limiting the enforcement of creditors’ rights or reorganization or other similar laws by the exercise of judicial discretion in relation to the rights accordance with general principles of creditors generally;equity. (iiie) The Facility is located in the execution State of California. (f) Seller will be responsible for obtaining all permits necessary to construct and delivery of this Agreement by operate the Seller Facility and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;an Affiliate will be the applicant on any CEQA documents (ivg) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation shall maintain Site Control of the Seller or its assets or might have consequences that would materially and adversely affect Facility throughout the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsDelivery Term.

Seller’s Representations and Warranties. The Seller representsrepresents and warrants to Buyer that, warrants and covenants to Seller's actual knowledge, each of the Purchaser following is true as of the Closing Date or date hereof and shall be true as of such other date specifically provided herein: closing: (ia) the Seller is duly organized, validly existing and in good standing as a corporation under authorized to enter into the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage LoanAgreement, to sell each Mortgage Loan, to execute, deliver and performthe Property, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of perform its obligations under the Agreement; (b) All books, records, leases, agreements and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause other items delivered to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller Buyer pursuant to this Agreement are not subject accurate and complete; (c) The Property and the business conducted thereon comply with all applicable laws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; (f) There are no covenants, conditions, restrictions, or contractual obligations of Seller which will adversely affect the current operation of the Property after closing or prevent Seller from performing its obligations under the Agreement, except as disclosed in the preliminary commitment for title insurance or as otherwise disclosed to Buyer in writing prior to the bulk transfer end of the inspecting contingency stated in Section 5 above; (g) There is no pending or threatened condemnation or similar proceedings affecting the Property, and except as otherwise disclosed in the preliminary commitment for title insurance as or otherwise disclosed to Buyer in writing prior to closing, the Property is not within the boundaries of any similar statutory provisionsplanned or authorized local improvement district; (h) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; and (i) Seller warrants that there are no pending or threatened notices of violation of building, zoning, or land use codes applicable to the Property; and (j) Seller is not aware of any concealed material defects in the Property except: Seller makes no representations or warranties regarding the Property other than those specified in this Agreement, Buyer otherwise takes the Property "AS IS," and Buyer shall otherwise rely on its own pre-closing inspections and investigations.

Seller’s Representations and Warranties. (a) The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Delaware. The Seller has the all requisite corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, perform this Agreement and to enter all other agreements entered into and consummate, all or delivered in connection with the transactions contemplated by this Agreementhereby. The Seller is qualified to do business as a foreign corporation in each location where a new center will be opened. The Seller has duly authorized or will use commercially reasonable efforts to obtain all authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory bodies necessary to own and/or lease the properties and assets employed by the Seller in the conduct of operating a plasma collection center at the New Centers and Existing Centers and to conduct its business and operations as currently conducted. (b) The execution, delivery and performance of this Agreement, Agreement and all other agreements entered into in connection with the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the PurchaserSeller, constitutes a legal, the valid and binding obligation of the Seller, and is enforceable against it in accordance with its terms except as the enforceability thereof may terms. All other agreements to be limited by bankruptcy, insolvency or reorganization or other similar laws in relation entered into pursuant to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance in connection with the terms transactions contemplated hereby will be duly executed and delivered by the Seller, will constitute the valid and binding obligations of the Seller, and will be enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement does not, and all other agreements entered into in connection with the transactions contemplated hereby by the Seller will not violate the Seller’s articles not, violate, conflict with, result in a breach of incorporation or by-laws or constitute a default under (or an event which with due notice or lapse of time, or both, would constitute a breach of or default under) or result in a material breach or the acceleration of, create in any material party the right to accelerate, terminate, modify or cancel, creation of any lien, security interest or other encumbrance under (a) the Certificate of Incorporation or By-laws of the Seller, as amended to date, (b) any note, agreement, contract, agreement license, instrument, lease or other instrument obligation to which the Seller is a party or by which may be applicable it is bound or to which any of its assets are subject, (c) any judgment, order, decree, ruling or injunction or (d) any statute, law, regulation or rule of any governmental agency or authority. (c) There is no action, lawsuit, proceeding, claim, controversy, arbitration or investigation pending or, to the Seller or its assets; (iv) the Seller is not in violation ofSeller’s knowledge, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings threatened against, or investigations known directly involving, the Seller’s plasma collection business, inclusive of the New Center Assets. There is no unsatisfied or outstanding order, writ, judgment, injunction or decree affecting the Seller’s plasma collection business or the New Center Assets. The Seller has complied and is complying with all laws, ordinances, and governmental rules and regulations applicable to it ofand its properties, assets and business, and has obtained or will use commercially reasonable efforts to obtain all Regulatory Approvals necessary for the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller ownership of its obligations under, or validity or enforceability of, this Agreement;properties and the conduct of its business as currently conducted. (ixd) no Except for obtaining the Regulatory Approvals for New Centers and the landlord’s consent, approval, authorization or order Seller is unaware of any court other consent or approval of any third party or governmental agency or body that is required for the execution, delivery and performance consummation by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and. (xe) Seller has not made and, during the consummation Term, will not make any commitments to, or grant of the transactions contemplated by any rights to, any other Person that is or may be inconsistent or in conflict with any rights granted to Buyer under this Agreement are Agreement, unless both Parties mutually agree in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionswriting.

Seller’s Representations and Warranties. The Each Seller represents, warrants for itself and covenants to the Purchaser as not on behalf of the Closing Date or as of such other date specifically provided hereinSellers, represents and warrants to Buyer: (ia) the Each Seller is duly organizeda limited partnership, validly existing and in good standing as a corporation under the laws of the State of Delaware Delaware, and is, to the extent necessary, qualified to do business in the State where its respective Real Property is located. (b) Each entity comprising Seller has the authority to execute this Contract and will remain to perform its obligations under this Contract. The person executing this Contract on behalf of Seller is duly authorized to do so. (c) Other than as listed on EXHIBIT I attached hereto and made a part hereof, there is no pending or, to Seller's knowledge, overtly threatened litigation, or other process, private or regulatory, affecting the Property or any entity comprising Seller that, if decided adversely, would have a Material Adverse Effect on the use or operation of the Property or Seller's ability to perform its obligations hereunder. (d) Seller is in compliance with the laws requirements of each state Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the ORDER) and other similar requirements contained in which the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (OFAC) and in any Mortgaged Property enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the ORDERS). (e) Neither Seller nor any beneficial owner of Seller nor any Person who provides loans to Seller: (i) is located listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the extent necessary Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to fulfill its obligations hereunderany of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the LISTS); (ii) the Seller is an individual, corporation, partnership, limited liability company, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity (collectively, a PERSON) who has the power and been determined by competent authority to hold each Mortgage Loanbe a Person with whom a U.S. Person is prohibited from transacting business, to sell each Mortgage Loanwhether such prohibition arises under U.S. law, to executeregulation, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery executive orders or any lists published by the PurchaserUnited States Department of Commerce, constitutes a legal, valid and binding obligation the United States Department of Treasury or the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency United States Department of State including any agency or reorganization or other similar laws in relation to the rights of creditors generallyoffice thereof; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation is owned or controlled by-laws , or constitute a default under acts for or result in a material breach or acceleration on behalf of, any material contractPerson on the Lists or any other Person who has been determined by competent authority to be a Person with whom a U.S. Person is prohibited from transacting business, agreement whether such prohibition arises under U.S. law, regulation, executive orders or other instrument to which any lists published by the Seller is a party United States Department of Commerce, the United States Department of Treasury or which may be applicable to the Seller United States Department of State including any agency or its assets;office thereof; or (iv) the Seller is not in violation under investigation by any governmental authority for, or has been charged with, or convicted of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect tomoney laundering, drug trafficking, terrorist-related activities, any order crimes which in the United States would be predicate crimes to money laundering, or decree any violation of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsAnti-Money Laundering Laws.

Seller’s Representations and Warranties. The Section 9.1. As a material inducement to NYSERDA to enter into this Agreement, Seller representsmakes the following representations and warranties, warrants and covenants to the Purchaser as of the Closing Date or as Effective Date, all of such other date specifically provided hereinwhich shall survive the execution and delivery of this Agreement and any termination: (ia) the (1) that Seller is a limited liability company duly organized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware its organization; (2) has all requisite limited liability company power, and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent has all material governmental permits necessary to fulfill own its obligations hereunder; (ii) the Seller has the power assets or lease and authority operate its properties and carry on its business as now being or as proposed to hold each Mortgage Loanbe conducted, to sell each Mortgage Loanconstruct, finance, own, maintain and operate the Facility, to execute, execute and deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution to consummate the transactions contemplated herein; and delivery by (3) is qualified to do business and is in good standing in all jurisdictions in which the Purchaser, constitutes a legal, valid and binding obligation nature of the Seller, enforceable against business conducted by it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generallymakes such qualification necessary; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (Ab) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Seller, the Seller of, or compliance by the Seller with, entry into this Agreement or by Seller, and the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that : (1) have been obtainedduly authorized by all requisite limited liability company action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default or an event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller; (c) that this Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; and (xd) that Seller is in compliance with Applicable Law that may in any way affect the consummation performance of this Agreement, except where the transactions contemplated by this Agreement are failure to so comply would not result in the ordinary course of business of the a material adverse effect on Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant ’s ability to this Agreement are not subject to the bulk transfer or any similar statutory provisionsperform its material obligations hereunder.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants that: (a) Except as to the Purchaser Leases and the Surface Rights or as set forth on Exhibit “C”, there are no material contracts or material agreements that relate to or otherwise burden the Assets and Seller has made available to Buyer as of the Closing Date or as date hereof all true and correct copies of all such other date specifically provided herein: agreements and amendments thereto in Seller’s possession. Further, to Seller’s knowledge, (i) all Contracts are in full force and effect, (ii) no party is in material default or breach of any such Contract and (iii) no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a material breach, violation or default by Seller or any other party thereto, under any of the Material Contracts. (b) Seller is duly organized, validly existing qualified and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power full right and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and performown the Assets in the capacity in which the Assets are owned, and to enter into and consummatethis Agreement. (c) Seller has incurred no obligation, all transactions contingent or otherwise, for any broker’s, finder’s, or consultant’s fees for which Buyer will be liable. (d) There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Sellers’ knowledge, threatened against Seller or any affiliate of Seller, and Seller is not insolvent or generally not paying its debts when they become due. (e) Seller has not declined to participate in any operation or activity proposed with respect to the Assets that could result in Seller’s interest in any of the Assets becoming subject to a penalty or forfeiture as a result of such election not to participate in such operation or activity. (f) Except as set forth on Exhibit “E”, there are no preferential rights to purchase, consents to assignment, dedications or similar rights (except in each case as specifically set forth on Exhibit “E”) in respect of the Assets that Seller will convey to the Buyer under this Agreement. The As of the Effective Time, there exist no production imbalances or imbalances with respect to any pipeline, storage or processing facility, or other conditions regarding hydrocarbons taken or marketed from the Assets or any portion thereof (the “Imbalances”). (g) There are no actions, suits, audits, proceedings or governmental investigations or inquiries that Seller has duly authorized received notice of or, to Seller’s knowledge, are pending or threatened, against Seller or the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation Assets which relate to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party Assets or which may be applicable to the Seller might delay, prevent or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or hinder the consummation of the transactions contemplated by this Agreement or (C) that might prohibit hereby or materially and adversely affect the performance title to or value of any of the Assets. (h) To Seller’s knowledge, Seller has not violated any laws, statutes, regulations, Permits or orders applicable to any of the Assets or the operation thereof which violation may reasonably be expected to have a material effect on the value of the Assets affected thereby or the ownership, operation or use thereof. (i) All ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by the Seller ownership of its obligations underproperty or the production of hydrocarbons or the receipt of proceeds therefrom on the Assets that have become due and payable have been properly and timely paid, and all tax returns relating to such taxes have been timely filed; (ii) there are no liens on any of the Assets attributable to taxes, other than liens for taxes not yet due; and (iii) none of the Assets is subject to a tax partnership agreement or validity or enforceability of, this Agreement;otherwise treated as held by a “partnership” for U.S. federal income tax purposes. (ixj) To Seller’s knowledge, (i) Seller has acquired all material Permits from appropriate Governmental Authorities to conduct operations on the Assets, (ii) all such Permits are in full force and effect and no consentaction, approvalclaim or proceeding is pending or threatened, authorization to suspend, revoke or order terminate any such Permit or declare any such Permit invalid, (iii) there are no material violations of any court such Permit that would (or governmental agency could with notice or body is required for lapse of time) result in the execution, delivery termination of such Permit and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (xiv) the consummation of the transactions contemplated by this Agreement will not adversely affect the validity of any such Permit or cause a cancellation of or otherwise adversely affect such Permit. (k) Insofar as it pertains to the Assets to Seller’s knowledge, (i) there are in no suits, actions or other legal, administrative, or arbitration proceedings against Seller or its Affiliates relating to an alleged or actual breach of Environmental Laws on or with respect to the ordinary course Assets, (ii) Seller has not received written notice of business any material release, spill, disposal, event, condition or circumstance concerning any of the SellerAssets that materially interferes with or prevents compliance with Environmental Law, and the transfer(iii) Seller has not received any written notice of any environmental, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject health or safety claim, demand, filing, investigation, administrative proceeding, or other proceeding relating to the bulk transfer Assets or any similar statutory provisions.notice of

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as As of the Closing Date or Effective Date, Seller represents and warrants as of such other date specifically provided hereinfollows: (ia) the Seller is a Delaware limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware its formation, and is and will remain qualified to conduct business in compliance with each jurisdiction where the laws failure to so qualify would have a material adverse effect on the business or financial condition of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Seller. (iib) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummateperform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, all transactions contemplated by except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered this by Seller. This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency laws of general applicability limiting the enforcement of creditors’ rights or reorganization or other similar laws by the exercise of judicial discretion in relation to the rights accordance with general principles of creditors generally;equity. (iiie) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller The Facility is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are located in the ordinary course State of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsCalifornia.

Seller’s Representations and Warranties. The a. On the date hereof, Seller representsrepresents and warrants to Purchaser and, warrants on the date of each respective Rate Lock Confirmation and covenants Securities Confirmation, Seller will be deemed to the Purchaser as repeat all of the Closing Date or as of such other date specifically provided herein: foregoing representations and warranties to Purchaser, that: (i) the Seller it is duly organizedauthorized to execute and deliver this Master Trade Confirmation and the respective Rate Lock Confirmations and Securities Confirmations, validly existing to enter into the related Transaction and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill perform its obligations hereunder; hereunder and has taken all necessary action to authorize such execution, delivery and performance; (ii) the Seller has the power person signing this Master Trade Confirmation and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver Rate Lock Confirmation and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has Securities Confirmation on its behalf is duly authorized to do so; (iii) it has obtained all authorizations of any governmental body required in connection with this Master Trade Confirmation and the respective Rate Lock Confirmations and Securities Confirmations and the related Transactions and such authorizations are in full force and effect; (iv) the execution, delivery and performance of this AgreementMaster Trade Confirmation and each Rate Lock Confirmation and Securities Confirmation and the related Transactions will not violate any law, has duly executed and delivered this Agreement and this Agreementordinance, and assuming due authorizationcharter, execution and delivery by-law or rule applicable to it or any agreement by the Purchaserwhich it is bound or by which any of its assets are affected, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iiiv) the execution and delivery terms of this Agreement by the Seller Master Trade Confirmation and each Rate Lock Confirmation and Securities Confirmation and the performance of and compliance related Transactions do not conflict with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration ofany servicing agreement, any material contract, origination agreement or other instrument to which the agreement entered into by Seller is a party or which may be applicable that relates to the Seller implementation or operation of the Program; (vi) this Master Trade Confirmation and the related Rate Lock Confirmations and Securities Confirmations are enforceable obligations of Seller; (vii) it has made its assets; own independent decisions to enter into this Master Trade Confirmation and the respective Rate Lock Confirmations and Securities Confirmations and the related Transactions, and as to whether the respective Transactions are appropriate or proper for it, based upon its own judgment and upon advice from such advisors as it has deemed necessary; (ivviii) the Seller it is not relying on any communication (written or oral) of Purchaser as investment advice or as a recommendation to enter into this Master Trade Confirmation and the respective Rate Lock Confirmations and Securities Confirmations or the related Transactions, it being understood that information and explanations related to the terms and conditions of the respective Transactions shall not be considered investment advice or a recommendation to enter into the respective Transactions; (ix) it has not received from Purchaser any assurance or guarantee as to expected results of any Transactions; (x) it is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the respective Transactions; (xi) it is capable of assuming, and assumes, the financial and other risks of the respective Transactions; (xii) it has not relied on Purchaser for any legal, tax accounting or regulatory advice concerning this Master Trade Confirmation and the respective Rate Lock Confirmations and Securities Confirmations or the related Transactions; and (xiii) it understands and acknowledges that Purchaser is acting under this Master Trade Confirmation and the related Transactions in violation ofits capacity as a principal, and not as an agent of Seller, on an arm’s length basis, and Purchaser is not providing advice or recommending any action to Seller regarding municipal financial products or the issuance of municipal securities, and Purchaser is not acting as a financial advisor, municipal advisor or investment advisor to Seller and does not owe a fiduciary duty to Seller pursuant to the federal securities laws, Florida law or any other applicable law. b. On each date Purchaser provides a Rate Lock, Seller shall be deemed to represent and warrant to Purchaser that it will use its best reasonable efforts to cause the Mortgage Loans to be funded and closed and pooled into Securities, and the execution and delivery of this Agreement by the Seller and its performance and compliance Securities to be sold to Purchaser. c. On each date on which a Security is settled on in accordance with the terms of this Agreement will not constitute a violation with respect related Securities Confirmation, Seller shall be deemed to represent and warrant to Purchaser that (i) Seller or Servicer, as applicable, has valid title to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained a valid security entitlement in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaserrespect of, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage LoansSecurity, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hindersecurity interests, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings againstclaims, or investigations known to it ofliens, the Seller before any court, administrative equities or other tribunal encumbrances and (ii) upon settlement on the Security in accordance with the respective Securities Confirmation, Purchaser shall (A) that might prohibit its entering into this Agreementacquire valid title to the Security free and clear of any adverse claim, or a valid security entitlement in respect of the Security and no action based on an adverse claim may be asserted against Purchaser in respect of such security entitlement and (B) seeking have the unqualified right to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations undersell, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment assign, hypothecate, enter into repurchase transactions with and conveyance of pledge the Mortgage Notes and Security or such security entitlement, as the Mortgages by the Seller pursuant case may be, without any restrictions imposed upon or relating to this Agreement are not subject to the bulk transfer or any similar statutory provisionsSeller.

Seller’s Representations and Warranties. The As a material consideration for Buyer’s entering into this Agreement, Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer that: (ia) the Seller is a limited partnership duly organized, validly organized and existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the California. Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and carry out its obligations hereunder. (b) The execution of this Agreement, Agreement by Seller and assuming due authorization, execution its delivery to Buyer and delivery by the Purchaser, performance hereof have been duly authorized. This Agreement constitutes a the legal, valid and binding obligation of the Seller, Seller and is enforceable against it Seller in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation ofterms, and the execution and delivery thereof does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject; and that all the documents to be delivered by Seller to Buyer at Closing will, at Closing, be duly authorized, executed and delivered by Seller, will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and the execution and delivery thereof will not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. (c) The Rent Roll delivered to Buyer pursuant to Section 4(f) is the same Rent Roll used in Seller’s operation of the Project, and to Seller’s knowledge: (i) the Rent Roll delivered to Buyer pursuant to Section 4(f) is true and correct in all material respects as of the date set forth thereon; and (ii) financial records pertaining to the Property delivered to Buyer pursuant to the Access License are true and correct in all material respects as of the date set forth thereon. Except as set forth on the Rent Roll or in the Leases, (i) there are no options to expand, rights of first refusal, or options to terminate or renew, or any rent concessions given to any of the tenants, (ii) all rental and other payments due under such Leases as of the date of this Agreement by have been paid in full, (iii) Seller and, to Seller’s knowledge, the tenants under the Leases, are not in default under the Leases, and to Seller’s knowledge, Seller and its performance and compliance has fully complied with the terms and conditions of all the Leases, (iv) no tenant under any Lease has withheld any payment under its Lease for any reason, (v) no tenant under any Lease has vacated, abandoned or otherwise discontinued business operations at its premises or is entitled to do so, and Seller has no knowledge of that any tenant contemplates such action, (vi) as of the date of this Agreement will Agreement, no rents or other payments have been collected more than one month in advance and no rents or other deposits are held by Seller, except security deposits described on the Rent Roll or prepaid rent for the current month, (vii) there are no commissions or other fees payable with regard to any of the Leases or with regard to any renewals, extensions or expansions (whether due to options previously or hereafter exercised or separately negotiated), (viii) any and all tenant improvement work, decorating, painting, renovation, and construction currently required to be done by the landlord under the provisions of any agreement with any tenant and any contributions or other allowances payable by the landlord to any tenant toward reimbursement of such tenant’s cost of moving or improvements or any similar expense or monetary consideration to the tenant has been fully completed and paid for, and (ix) Seller has not constitute entered into any agreements with any of the tenants except for the Leases delivered to Buyer, and except as landlord and tenant Seller has no business relationship with any of the tenants. Seller discloses that (A) Sports Authority, which is one of the Tenants, manages and administers the Property, including the relationship with the association or manager of the shopping center in which the Property is located; (B) in so managing and administering the Property, Sports Authority maintains and repairs the Property and bills Bed, Bath & Beyond, which is the other Tenant, for its share of the expense of maintenance and repairs, including a violation share of amounts assessed by the association or manager of the shopping center; and (C) consequently, Seller is not a party to any contracts related to the construction, operation or maintenance of the Property, Seller does not perform any expense reconciliations with respect toto the Property, and Seller does not have any order records with respect to any expenses incurred in connection with the maintenance or decree repair of the Property. (d) Seller has not received written notice from any governmental authority advising Seller of the existence of any court violation (or any order or regulation an alleged violation) relative to the Property of any federalapplicable building codes, stateenvironmental, municipal or governmental agency having jurisdiction over zoning, subdivision, and land use laws, the Seller or its assets, violation of which violation might would have consequences that would materially and adversely affect the condition (financial or otherwise) or a material adverse effect upon the operation of the Seller or its assets or might have consequences that would materially Property, and adversely affect the performance of its obligations and duties hereunder;to Seller’s knowledge no such violation exists. (ve) Except for any agreements terminable at will or on no more than thirty (30) days notice without penalty or premium, neither Seller nor its agents have entered into any agreements or understandings concerning the Property by which Buyer or the Property would be bound following the Close of Escrow. Any property management contract for the Property will be terminated by Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) as of the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear Close of any Escrow. The Leases and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title other documents delivered to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller Buyer pursuant to this Agreement and the Access License are true, correct and complete copies of such documents in Seller’s possession used by Seller in the operation of the Project. (f) To Seller’s knowledge, except as disclosed in any reports or in other written materials provided by Seller to Buyer or obtained by Buyer during the Due Diligence Period, (i) Seller has not subject received any notice of the disposal or release of Hazardous Materials on or under the Real Property, and (ii) Seller has not disposed of or released any Hazardous Materials on or under the Real Property during Seller’s ownership of the Property, except that materials such as cleaning supplies and small amounts of gasoline or solvents customarily used in connection with operating a retail project may be present on and used at the Real Property, but any such presence and use does not, to Seller’s knowledge, violate any applicable law in effect at this time. For the bulk transfer purposes of this Agreement, “Hazardous Materials” means “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,” as those terms are defined or used in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., as amended, and any similar statutory provisionsother substances regulated by any federal, state or local authority because of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, petroleum and infectious materials.

Seller’s Representations and Warranties. The In order to induce Purchaser to enter into this Agreement, Seller representshereby represents and warrants to Purchaser as follows, warrants and covenants to all of the Purchaser foregoing and following representations and warranties shall be true and correct as of the Closing Date or as (and the truth and accuracy of such other date specifically provided herein:which shall constitute a condition to the disbursement of the Purchase Price in accordance with the terms of the Escrow and this Agreement): (i) the Seller is duly organizednot a party to any contract, validly existing and agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights (other than as set forth in good standing as a corporation under the laws Leases) or otherwise dispose of any portion or portions of the State of Delaware and is and Project. Neither Seller nor any person or entity claiming by, through or under Seller has or will remain in compliance with the laws of each state in which have, at any Mortgaged Property is located time or times prior to the extent necessary to fulfill its obligations hereunder;Closing, done or suffered anything whereby any lien, encumbrance, claim or right of others has been or will be created on or against the Project or any part thereof or interest therein, except for the Permitted Exceptions. (ii) the Seller has the power and authority to hold each Mortgage LoanAs of Closing, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated except as created by this Agreement. The Seller , there will be no obligations or liabilities of any kind or nature whatsoever, actual or contingent, including, but not limited to, any tax liabilities, contract liabilities or tort liabilities for which or to which Purchaser or the Project will be liable or subject, except for non-delinquent obligations and liabilities accrued and thereafter accruing under the Permitted Exceptions. (iii) This Agreement has been duly authorized the execution, delivery and performance executed on behalf of this Agreement, has duly executed Seller and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Selleragreement, enforceable against it in accordance with its terms except as terms. Other than the enforceability thereof may be limited agreement of Seller’s existing mortgagee to provide the consents and subordination required by bankruptcySection 7.G above and a release of the Project from the lien of its mortgage, insolvency or reorganization or other similar laws in relation Seller has obtained all consents, releases and permissions related to the rights of creditors generally; (iii) the execution transactions herein contemplated and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation required under any covenant, agreement, encumbrance, law or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument regulation to which the Seller is a party or by which may be applicable to the Seller or its assets;is bound. (iv) Other than the Service Contracts and the additional contracts referenced in Exhibit B-3 attached hereto (collectively, the “Additional Contracts”, together with the Service Contracts, the “Contracts”), Seller is not in violation ofa party to any written or oral contracts for service, and maintenance, operating, repair, storage, collective bargaining, employment, employee benefit, management, leasing, brokerage, supply, purchase, consulting, professional service, advertising, promotion, public relations or construction (excluding the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement Leases) which will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) be binding upon Purchaser or the operation of Project after the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;Closing. (v) To Seller’s knowledge, other than the contracts referenced in Exhibit B-4 attached hereto (the “Third Party Contracts”), there are no written or oral contracts to which Seller does is not believea party for service, nor does it have any reason maintenance, operating, repair, storage, collective bargaining, employment, employee benefit, management, leasing, brokerage, supply, purchase, consulting, professional service, advertising, promotion, public relations or cause to believe, that it cannot perform each and every covenant contained construction (excluding the Leases) which (x) will be binding upon Purchaser or the Project after the Closing or (y) could result in this Agreement;a lien claim being recorded against the Project. (vi) the Seller has gooddelivered to Purchaser complete and accurate copies of all Contracts. All such Contracts are in full force and effect in accordance with their respective provisions, marketable and indefeasible title Seller or the “Owner” thereunder is current on all payments thereunder and, to the Mortgage Loansbest of Seller’s knowledge, free and clear there is no default, or claim of default on the part of any and all liens, pledges, charges or security interests of any nature encumbering party the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances;Contracts. (vii) To Seller’s knowledge, the Mortgage Loans only entitlement documents which will be binding upon Purchaser or the Project after the Closing are not being transferred by the Seller with any intent entitlement documents contained in Seller’s leasing and property management files for the Project which have been made available to hinder, delay or defraud any creditors of the Seller;Purchaser for inspection. (viii) there are no actions Seller has not received written notice of any litigation pending or to the best of knowledge of Seller, threatened, affecting the Project or against Seller relating to the Project, including, without limitation, proceedings againstfor or involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or investigations known personal injuries or property damage alleged to it have occurred on the Project of by reason of the condition, use of, or operations on, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement;Project. (ix) Seller has not received written notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Project which have not been heretofore corrected. (x) There is no consentIntangible Property owned by Seller in connection with the Project, approvalother than the Intangible Property included in the Additional Due Diligence Items. (xi) There are no leases or other rights of occupancy or use for all or any portion of the Project other than the Leases. Seller has delivered to Purchaser true and complete copies of all of the Leases, authorization including all guaranties thereof and amendments thereto and modifications thereof. The information listed on Exhibit C is true and correct. Except as otherwise set forth in the Schedule of Leases attached hereto as Exhibit C: (a) the Leases are in effect and the term of the same and the obligation to pay rent thereunder has commenced, the Tenants thereunder are in full possession thereof and all Tenants improvements required under the provisions thereof to be constructed by the landlord are completed; (b) the Tenants have not prepaid any rent or order other charges; (c) the Leases are free from default by the landlord; (d) to the best knowledge of Seller, the Tenants are not in existing or uncured default under the Leases; (e) all brokerage commissions with respect to the Leases have been paid in full; (f) no security deposit has been applied toward the payment of any court rent or governmental agency or body is required for other charge under the execution, delivery Leases; and performance by (g) other than the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or ordersremaining balance, if any, that have been obtained; andof the Lundbeck Allowance (as hereinafter defined) for which Purchaser receives a credit at Closing and as otherwise set forth in the Leases, no Tenant is entitled to any concession, allowance or abatement in connection with such Tenant’s tenancy. (xii) To Seller’s knowledge, (x) the consummation Project Information and (y) Seller’s leasing and property management files for the Project which have been made available to Purchaser for inspection contain all of the transactions contemplated by this Agreement are in the ordinary course of business documents that Seller reasonably considers material to its operation of the Project. (xiii) To Seller’s knowledge, Seller has delivered to Purchaser true and complete copies of all licenses issued by any governmental authority and relating to the Seller’s (and not any Tenant’s) operation, ownership and maintenance of the Project or any part thereof including elevator permits, and machinery permits (collectively, the transfer“Licenses”), assignment and conveyance which Licenses are listed on Exhibit B-5 attached hereto. Neither Seller nor any of its agents or employees has received written notice from any governmental authority (a) of any intention on the part of the Mortgage Notes issuing authority to cancel, suspend or modify any of the Licenses or to take any action or institute any proceedings to effect such a cancellation, suspension or modification, or (b) that Seller fails to hold any license, authorization, approval or permit required by any governmental for the use and operation of the Mortgages Project by Seller as the same is presently used and operated. (xiv) There are no employment, collective bargaining, or similar agreements or arrangements between Seller pursuant and any of its employees or others which will be binding on Purchaser or the Project. For purposes of clarification, Seller represents that certain of Seller’s vendors provided engineering, janitorial and security services are parties to this Agreement are collective bargaining agreements with their respective employees, but such agreements will not subject to be binding on Purchaser or the bulk transfer or any similar statutory provisionsProject.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants to Buyer on the date of this Agreement and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (a) This Agreement constitutes and, upon execution, the documents executed by Seller at Closing will constitute, valid and legally binding obligations of Seller, enforceable in accordance with its respective terms except as may be limited by (i) the Seller is duly organizedapplicable bankruptcy, validly existing and in good standing as a corporation under the insolvency, reorganization or other laws of general application relating to or affecting the State enforcement of Delaware creditors’ rights generally and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the effect of rules of law governing the availability of equitable remedies. (b) Seller has the power good and authority valid title to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage LoansShares, free and clear of any and all liensEncumbrances whatsoever, pledgesand none of such Shares is subject to any outstanding option, charges warrant, call, or security interests similar right of any nature encumbering other Person to acquire the Mortgage Loans same, and upon the payment none of such Shares is subject to any restriction on transfer thereof except for restrictions under applicable federal and state securities Laws. Upon consummation of the Purchase Price by transactions contemplated hereby in accordance with the Purchaserterms hereof, the Purchaser Seller will have convey good and marketable valid title to the Mortgage Notes and Mortgage LoansBuyer of all of the Shares, free and clear of any and all liens or encumbrances;Encumbrances whatsoever, except for restrictions on transfer under applicable federal and state securities Laws. (viic) Neither the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors execution of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or Agreement nor the consummation of the transactions contemplated by this Agreement does or will constitute a breach or default (Cor with the lapse of time and/or the receipt of notice would constitute a breach or default) that might prohibit under any contract or materially and adversely affect the performance by commitment to which the Seller or any of its obligations under, properties or validity assets are bound. (d) Seller has obtained all approvals and consents which may be necessary or enforceability of, desirable to consummate the transactions contemplated in this Agreement; (ix) no . No other consent, approval, authorization or order waiver of any court or governmental agency or body Person is required for to be made in connection with the execution, delivery and or performance of this Agreement by Seller. (e) There are no (i) outstanding calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of the Shares, or (ii) Encumbrances, rights of first refusal, rights of first offer, proxies, voting trusts, or voting agreements with respect to the Shares or obligations to repurchase or otherwise acquire the Shares pursuant to any agreement to which the Seller of, is or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsmay be bound.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants and covenants to the Purchaser that as of the Closing Date or as of such other date specifically provided hereinhereof: (i1) the Seller is an [which state] corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware , and is qualified to perform its obligations under this Agreement in [state where facility is located] and in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement. (2) The execution, delivery, and performance of its obligations under this Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will remain not: (i) require any consent or approval of Seller’s members other than that which has been obtained and is in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderfull force and effect; (ii) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any charter documents of Seller, the violation of which could have a material adverse effect on the ability of Seller has to perform its obligations under this Agreement; (iii) result in a breach or constitute a default under Seller’s charter documents, or under any agreement relating to the power and authority management or affairs of Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to hold each Mortgage Loanwhich Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to sell each Mortgage Loanhave a material adverse effect on the ability of Seller to perform its obligations under this Agreement; or (iv) result in, to executeor require the creation or imposition of any mortgage, deliver and performdeed of trust, and to enter into and consummatepledge, all transactions lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this Agreement. The ) upon or with respect to any of the assets or properties of Seller has duly authorized now owned or hereafter acquired, the execution, delivery and performance creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligation under this Agreement, has duly executed and delivered this . (3) This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;. (iii4) the The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws conflict with or constitute a breach or default under any contract or result in a material breach or acceleration of, agreement of any material contract, agreement or other instrument kind to which the Seller is a party or which may be any judgment, order, statute, or regulation that is applicable to the Seller or its assets;the Facility. (iv5) the Seller is not in violation ofTo its best knowledge, all approvals, authorizations, consents, or other action required by any governmental authority to authorize Seller’s execution, delivery, and the execution and delivery of performance under this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement duly obtained and are in the ordinary course of business of the Seller, full force and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionseffect.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser Buyer as of the date hereof, and the Closing Date or as of such other date specifically provided hereinthat: (ia) the Seller is a corporation duly organized, validly existing existing, and in good standing as a corporation under the laws of the State of Delaware Delaware, and is and will remain duly qualified to carry on its business in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderLouisiana; (iib) the Seller has the all requisite power and authority to hold each Mortgage Loancarry on its business as presently conducted, to sell each Mortgage Loan, to execute, deliver enter into this Agreement and performthe other documents and agreements contemplated hereby, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered perform its obligations under this Agreement and this Agreementthe other documents and agreements contemplated hereby. Effective as of Closing, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller will not violate, nor be in conflict with, any provision of its obligations undergoverning documents or any agreement or instrument to which it is a party or by which it is bound (except any provision contained in agreements customary in the oil and gas industry relating to (1) the Preferential Purchase Rights (defined below) as to all or any portion of the Assets; (2) required consents to transfer and related provisions; (3) maintenance of uniform interest provisions; and (4) any other third-party approvals or consents contemplated herein), or validity any judgment, decree, order, statute, rule, or enforceability of, this Agreementregulation applicable to Seller; (ixc) This Agreement, and all documents and instruments required hereunder to be executed and delivered by Seller at Closing, constitute legal, valid and binding obligations of Seller in accordance with its respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors; (d) There are no consentbankruptcy, approvalreorganization or receivership proceedings pending, authorization being contemplated by, or order to the actual knowledge of any court or governmental agency or body is required for the Seller threatened against Seller; (e) The execution, delivery and performance (effective as of Closing) of this Agreement, and the transaction contemplated hereunder have been duly and validly authorized by all requisite authorizing action, corporate, partnership or otherwise, on the part of Seller. (f) Seller ofhas not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in connection with this Agreement and the transaction provided herein; (g) Other than as set forth in Exhibit “F”, there are no claims, investigations, demands, actions, suits, or compliance by administrative, legal or arbitration proceedings (including condemnation, expropriation, or forfeiture proceedings) pending, or to the knowledge of Seller withthreatened, this Agreement against Seller or any of its affiliates, or any Asset: (i) seeking to prevent the consummation of the transactions contemplated hereby, or (ii) which, individually or in the aggregate, would adversely affect the Assets. (h) Seller has not intentionally or willfully misrepresented or omitted any material information requested by Buyer about the Assets; (i) The transfer of the Assets to Buyer will not violate at the Closing Date any covenants or restrictions imposed on Seller by any bank or other financial institution in connection with a mortgage or other instrument, and will not result in the creation or imposition of a lien on any portion of the Assets; (j) Except as disclosed by Seller in writing, if Seller is the operator of an Asset, to Seller’s knowledge, it is in material compliance with all laws, rules, regulations and orders pertaining to the Assets, including Environmental Laws, which representation and warranty shall not survive the Closing of the transaction contemplated by this Agreement, except for such consents, approvals, authorizations or orders; (k) Except as disclosed by Seller in writing, if anySeller is the operator of an Asset, that have been obtainedto Seller’s knowledge, it has all governmental permits necessary for the operation of the Asset and is not in material default under any permit, license or agreement relating to the operation and maintenance of the Assets, which representation and warranty shall not survive the Closing of the transaction contemplated by this Agreement; (l) Except as set forth on Exhibit “H”, there are no waivers, consents to assign, approvals or similar rights owned by third parties and required in connection with the conveyance of the Assets from Seller to Buyer; (m) Except as set forth on Exhibit “H”, there are no rights of first refusal, preferential rights, preemptive rights or contracts, or other commitments or understandings of a similar nature to which Seller is a part or to which the Assets are subject; (n) No Hydrocarbons produced or to be produced from the Leases are subject to any gas sales contracts other than those identified on Exhibit “H” and, no third party has any call upon, option to purchase, dedication rights or similar rights with respect to the hydrocarbons produced to be produced from Seller’s interest in the Leases; and (xo) the consummation of the transactions contemplated by this Agreement Except as set forth on Exhibit “G”, there are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject no oil or gas production imbalances with respect to the bulk transfer or any similar statutory provisions.Leases;

Seller’s Representations and Warranties. The A. Seller represents, represents and warrants and covenants to the Purchaser Plaza as to each Loan offered for sale under this Agreement that as of the Closing Date or as of date Plaza purchases such other date specifically provided hereinLoans: (i1) The promissory note, mortgage, deed of trust and/or deed to secure debt and any and all other documents executed and delivered by any trustor/mortgagor/borrower (“Borrower”) in connection with a Loan (collectively, the “Loan Documents”) are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Loan Documents had legal capacity to enter into the Loan and to execute and deliver the Loan Documents, the Loan Documents have been duly and properly executed by such parties, and there is no verbal understanding or written modification of the Loan Documents which would affect the terms of the Loan except by written instrument delivered and expressly made known to Plaza. The documents, instruments and agreements submitted for loan underwriting were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud was committed in connection with the origination of the Loan. (2) Seller is the sole owner of the Loan, has good marketable title thereto and has authority to sell, transfer and assign the same on the terms set forth herein and in the Guide free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. There has been no assignment, sale or hypothecation thereof by Seller, except the usual hypothecation of the documents in connection with Seller’s normal banking transactions in the ordinary course of its business, and following the sale of the Loan to Plaza hereunder, Plaza will own such Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. (3) If applicable, the full principal amount of the Loan has been advanced to the Borrower, either by payment directly to such person or by payment made on such person’s request or approval. The unpaid principal balance of the Loan is as represented by Seller. All costs, fees and expenses incurred in making, closing and recording the Loan have been paid. No part of the property serving as collateral for the Loan (the “Mortgaged Property”) has been released from the lien of the Loan, the terms of the Loan have in no way been changed or modified, and the Loan is current and not in default. The Loan has been closed and the proceeds of the Loan have been disbursed according to its terms. (4) Each Loan is secured by a valid first lien and the Mortgaged Property is free and clear of (a) all encumbrances and liens having priority over the lien of such Loan, except for the first lien, if applicable, (b) liens for real estate taxes and special assessments not yet due and payable, and (c) those exceptions allowed in connection with government loans and other exceptions set forth in the Guide. (5) The Mortgaged Property is free and clear of all mechanics’ liens, materialman’s liens and all other liens in the nature thereof, and no rights are outstanding that under law could give rise to any such lien, nor is Seller aware of any facts which could give rise to any such lien. (6) For each loan which the Seller represents to be insured or guaranteed, each loan must meet all insuring and guaranteed policies as outlined in Plaza’s Correspondent Seller Guide. (7) All federal and state laws, rules and regulations applicable to the Loans have been complied with, including but not limited to: the Real Estate Settlement Procedures Act, the Appraisal Independence Rules, the Flood Disaster Protection Act, the Federal Consumer Credit Protection Act including the Truth-in-Lending and Equal Credit Opportunity Acts, Anti-Money Laundering and all applicable statues or regulations governing fraud, lack of consideration, unconscionability, consumer credit transactions, predatory and abusive lending or interest charges. All points, fees and charges (including finance charges), whether or not financed, assessed, collected or to be collected in connection with the origination of each Loan have been disclosed in writing to the Borrower in accordance with applicable state and federal law and regulation. (8) No loans submitted by Seller to Plaza violate any provisions of the loan originator compensation rules effective. Plaza may, but is under no obligation to, review or verify any information with respect to Seller or any loan documents submitted to Plaza by Seller, including, without limitation, Seller’s compliance with federal or state law. Plaza’s right to indemnification or other rights and remedies set forth herein will not be affected by any verification, investigation, audit or review conducted by Plaza, or any knowledge acquired (or capable of being acquired) at any time, with respect to the accuracy or inaccuracy of, or compliance with, any representation, warranty, covenant or obligation of Seller herein. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification or other rights and remedies based on such representations, warranties, covenants and obligations. (9) No Loan is the subject of, and Seller is not aware of any facts which could give rise to, litigation which could affect Plaza’s ability to enforce the terms of the obligation or its rights under the Loan Documents. (10) There is in force for each Loan either (a) a paid-up title insurance policy on the Loan issued by a Plaza approved title company in an amount at least equal to the outstanding principal balance of the Loan or (b) an attorney’s mortgage lien opinion. Any additional insurance coverage required for negatively amortizing Loans has been obtained. (11) There is in force for each Loan valid hazard insurance policy coverage and, where applicable, valid flood insurance policy coverage, and such coverage meet the requirements of Plaza specified in the Guide. (12) Seller files or causes to be filed an individual assignment of the Loan registered on the Mortgage Electronic Registration System (“MERS”), notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Loan to Plaza. (13) The borrower has no rights of rescission, set-offs, counter-claims or defenses to the note or deed of trust/mortgage securing the note arising from the acts and/or omissions of Seller. (14) Seller has no knowledge that any improvement located on or being part of the Mortgaged Property is in violation of any applicable hazardous substance, zoning law or regulation. (15) All improvements included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property. (16) There is no proceeding pending for total or partial condemnation of any Mortgaged Property and said property is free of substantial damage (including, but not limited to, any damage by fire, earthquake, windstorm, vandalism or other casualty) and in good repair. (17) Seller has no knowledge of any circumstances or conditions with respect to any Loan, Mortgaged Property, Borrower or Borrower’s credit standing that reasonably could be expected to cause private institutional investors to regard any Loan as an unacceptable investment, cause any Loan to become delinquent or adversely affect the value of marketability of the Loan. (18) All documents submitted in connection with the Loan are genuine and contain genuine signatures. Each document that Plaza requires to be an original document is an original document. All certified copies of original documents are true copies and meet the applicable requirements and specifications of this Agreement and the Guide. All other representations as to each such Loan are true and correct and meet the requirements and specifications of all parts of this Agreement and the Guide. (19) The consideration received by the Seller upon the sale of any Loan under this Agreement constitutes fair consideration and reasonably equivalent value for the Loan. (20) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2003, and the laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), which prohibit dealings with certain countries, territories, entities and individuals named in OFAC’s Sanction Programs and on Specially Designated Nationals and Blocked Persons List (collectively, the “Anti-Money Laundering Laws”). The Seller has established an anti-money laundering compliance program to the extent required by the Anti- Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Borrower and the origin of the assets used by said Borrower to purchase the property in question, and maintains, and will maintain sufficient information to identify the applicable Borrower for purposes of the Anti-Money Laundering Laws. (21) The Borrower has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to a Borrower under the Service members’ Relief Act or any other federal or state law that would have the effect of suspending or reducing the Borrower’s payment obligation under a Loan or that would prevent or restrict the ability of Plaza to commence or continue with foreclosure of the Mortgaged Property securing a Loan or any other remedies available under the Loan Documents. (22) No Loan is subject to the requirements of the Home Ownership and Equity Protection Act of 1994. No Loan is classified as a “high cost,” “threshold,” “covered,” “abusive” or “predatory” loan or a similar loan under any applicable state, federal or local law (or similar classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees. (23) No Borrower was encouraged or required to select a loan product offered by Seller which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Loan’s origination, such Borrower did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Seller. (24) No Mortgaged Property securing a Loan (a) is in a zip code declared by the Federal Emergency Management Agency (“FEMA”) as being an “Individual Assistance” property or “Category 1” property (or such similar term(s) or classification(s) that may be used by FEMA from time to time). B. Seller represents and warrants to Plaza that as of the date first set forth above and as of the date Plaza’s purchase of each Loan hereunder: (1) Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State its state of Delaware formation and is qualified and/or licensed as necessary to transact business, including the originating and will remain selling of mortgage loans, and is in compliance with the laws of good standing in each state in which any Mortgaged Property where the property securing a Loan is located to the extent necessary to fulfill its obligations hereunder;located. (ii2) the Seller has the full power and authority to hold each Mortgage Loan, to and sell each Mortgage Loan, to execute, deliver ; and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) neither the execution and delivery of this Agreement by Agreement, nor the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation acquisition or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation origination of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believeLoans, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or Loans, nor the consummation of the transactions contemplated by herein, nor the fulfillment of or compliance with the terms and conditions of this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations underwill conflict with, or validity result in a breach of any term, condition or enforceability ofprovision of Seller’s applicable articles of incorporation, this Agreement;by-laws, articles of organization, operating agreement, certificate of partnership or partnership agreement, or any license held by Seller or governing Seller’s activities or any agreement to which Seller is a party or by which Seller is bound, or constitute a material default or result in an acceleration under any of the foregoing. (ix3) no No consent, approval, authorization or order of any court court, government body or governmental agency any other person or body entity is required for the execution, delivery and performance by Seller of this Agreement, including but not limited to, the sale of the Loans to Plaza. (4) Neither Seller ofnor its agents know of any suit, action, arbitration or legal or administrative or other proceeding pending or threatened against Seller which would affect its ability to perform its obligations under this Agreement. (5) Seller is not a party to, bound by or in breach or violation of any agreement of instrument, or compliance by subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or may in the future materially and adversely affect the ability of Seller with, to perform its obligations under this Agreement or the consummation Guide. (6) The Seller has not dealt with any agent, person or other entity that may be entitled to any commission or compensation in connection with the sale of any Loan to Plaza pursuant to the terms of this Agreement. (7) Neither this Agreement nor any statement, report or other document furnished or to be furnished by Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, except for such consents, approvals, authorizations hereby contains any untrue statement of fact or orders, if any, that have been obtained; andomits to state a fact necessary to make the statements contained therein not misleading. (x) the 8) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller Loans pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsprovisions in effect in any applicable jurisdiction. (9) Seller has disclosed all affiliated business relationships to Plaza and covenants to notify Plaza of material changes to any of Seller’s pre-existing or new affiliate relationships within five (5) business days of such material change.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser Buyer as of the Closing Date or follows, except as of such other date specifically provided hereinset forth in Schedule 10.2: (ia) the Seller is a corporation duly organized, incorporated and validly existing and in good standing as a corporation under the laws of the State Commonwealth of Delaware Pennsylvania and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all perform its obligations under this Agreement and the other agreements executed by it in connection herewith and the transactions contemplated by this Agreementhereby. The Seller has duly authorized the execution, delivery and performance by the Seller of each of this Agreement, Agreement and the other agreements executed by it in connection herewith and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of the Seller. Each of this Agreement and the other agreements executed by it in connection herewith has been duly and validly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, Seller and is valid and binding obligation of the Seller, upon it and enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency reorganization, insolvency, moratorium or reorganization or other similar laws in relation of general application relating to or affecting the enforcement of creditors’ rights generally and except that enforceability of creditors generally;its obligations hereunder is subject to general principles of equity. (iiib) Neither the execution and nor the delivery of this Agreement by the Seller, nor the incurrence by the Seller and of the performance obligations herein set forth, nor the consummation by the Seller of and the transactions herein contemplated nor compliance by the Seller with the terms of this Agreement will not violate conflict with, or result in a breach of any of the Seller’s articles of incorporation terms, conditions or by-laws provisions of, or constitute a default under (i) the articles of incorporation or result in a material breach bylaws of Seller; (ii) any bond, note or acceleration of, other evidence of indebtedness of any material contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or other instrument to which the Seller is a party or by which any of the Seller's properties may be applicable to the Seller bound, or its assets; (iviii) the Seller is not in violation ofany law, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toregulation, any order judgment, order, writ or decree of any court court, governmental body or any order or regulation administrative agency of any federaljurisdiction. (c) At Closing, statethere will be no mechanic's liens applicable to the Real Property and Seller will provide either (x) an affidavit at Closing that no work has been performed or material furnished and not paid for, municipal for which a mechanic's lien can be filed or (y) an amount to be deposited with the title company sufficient to cover the cost thereof plus interest. (d) Except as disclosed in any environmental reports provided to Buyer, (i) Seller has not received any written notice of any material violation of any applicable then existing federal or state environmental laws (“Applicable Laws”) which has not been cured in accordance with Applicable Laws; and (ii) during Seller’s ownership of the Real Property, to the best of Seller’s knowledge, Seller has not used any portion of the Real Property for the purpose of storage, generation, manufacture, disposal, transportation or treatment of any hazardous substances in material violation of Applicable Laws. (e) The Seller has not received written notice of (i) any pending or threatened condemnation or eminent domain proceedings against the Real Property or (ii) any change or proposed change in the route, grade or width of any public street or road adjacent or connecting to the Real Property. (f) There is no action, lawsuit or proceeding pending, or to the best of Seller’s knowledge, threatened in writing against Seller or the Hotel (i) which is not covered by insurance, (ii) which would impair in any material respect Buyer's ability to purchase or operate the Hotel, or (iii) which seeks to restrain or prohibit the transactions contemplated by this Agreement. (g) The copies of the Assigned Contracts are true, correct and complete in all material respects and there are no defaults by Seller and, to Seller’s knowledge, by any other party under the Assigned Contracts. (h) Seller is not subject to any bankruptcy filings or proceedings, and no other similar insolvency event has occurred with respect to Seller. (i) Seller has not entered into any contract or agreement with respect to the Property which will be binding on Buyer after the Closing, except for the Assigned Contracts and other agreements which are terminable upon not more than thirty (30) days notice without payment of premium or penalty. (j) Seller is not a “foreign person” or “foreign corporation” within the meaning of Section 1445 of the United States Revenue Code of 1986, and the regulations promulgated thereunder. (k) Seller is not a party to any union or collective bargaining agreement with respect to the employees of the Seller. To the best of Seller’s knowledge, there are no current, material labor disputes pending or threatened in writing with respect to the operation of the Hotel (l) To the best of Seller’s knowledge, Seller possesses all material licenses, permits and approvals of any governmental or quasi-governmental agency having jurisdiction over the Seller Property which are necessary or its assetsrequired for the ownership, which violation might have consequences that would materially use and adversely affect the condition (financial or otherwise) or the operation of the Property as a limited service hotel (“Authorizations”). Seller has not received any written notice that any of the Authorizations have been violated or its assets are in default in any material respect which violations or might defaults have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;not been cured. (vm) Seller has not received written notice of any special assessments or taxes against the Seller does not believe, nor does it have Property which relate to any reason or cause planned public improvements with respect to believe, that it cannot perform each the Property. The representations and every covenant contained warranties in this Agreement; Section 10.2 shall survive the Closing Date for a period of six (vi6) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear months. For purposes of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking the phrases “to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller’s knowledge”, “ to the best of Seller’s knowledge”, and “Seller has not received written notice” shall mean the transferactual knowledge, assignment without investigation or inquiry, concerning such matter of Xxxxxx Xxxxxxxxxxx, President of Seller; Xxxxx X’Xxxxx, Vice President of Seller; the President of MMI; and conveyance of Xxxxxx Xxxxxxxxxx, the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject District Manager with respect to the bulk transfer or any similar statutory provisionsSeller.

Seller’s Representations and Warranties. The 4.1 Seller represents, represents and warrants and covenants to the Purchaser Buyer (as of the Closing Settlement Date or as of such other date and, where specifically provided hereinindicated, the Agreement Date) that: (a) Seller (i) is, and was on the Seller is Agreement Date, duly organized, organized and validly existing and in good standing as a corporation under the laws of the State its jurisdiction of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; organization or incorporation, (ii) is, and was on the Seller has Agreement Date, in good standing under such laws and (iii) has, and had on the Agreement Date, full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and perform its obligations under the Transaction Documents to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the which it is or will become a party. (b) Seller’s execution, delivery delivery, and performance of this Agreementthe Transaction Documents to which it is or will become a party have not resulted, has did not result on the Agreement Date and will not result in a breach or violation of any provision of (i) Seller’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Seller, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument to which Seller may be a party, by which Seller may be bound or to which any of the assets of Seller is subject. (i) The Transaction Documents to which Seller is, and was on the Agreement Date, a party (a) have been duly and validly authorized, executed and delivered this Agreement by Seller and this Agreement, and assuming due authorization, execution and delivery by (b) are the Purchaser, constitutes a legal, valid and binding obligation obligations of the Seller, enforceable against it Seller in accordance with its terms their respective terms, except as the that such enforceability thereof against Seller may be limited by bankruptcy, insolvency or reorganization insolvency, winding-up or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to the rights of creditors generally;equitable remedies; and (iiii) Other than the execution Participation Required Consents or, in connection with an Elevation, the Elevation Required Consents, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity is, will be or was on the Agreement Date required for Seller to execute, deliver, and delivery perform its obligations under, the Transaction Documents to which Seller is or will become a party. (d) Seller is the sole legal and beneficial owner of this Agreement by and has good title to each of the Seller Loans, the Commitments (if any) and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, Transferred Rights free and clear of any and all liens, pledges, charges or security interests Encumbrance. (e) The outstanding principal amount(s) of any nature encumbering the Mortgage Loans and upon the payment principal amount(s) of the Purchase Price by Commitments (if any) and Unfunded Commitments (if any) as of the PurchaserSettlement Date are accurately stated in the Transaction Specific Terms, the Purchaser will have good and marketable title (b) any PIK Interest that accreted to the Mortgage Notes and Mortgage principal amount of the Loans on or after the Trade Date but on or prior to the Settlement Date is specified in Schedule 1 with respect to the relevant Loans and, with respect to Loans under any Credit Agreement, is a proportionate share of PIK Interest that accreted during such period to all of Seller’s loans of the same tranche under such Credit Agreement as such Loans, free and clear (c) all PIK Interest (if any) that accreted to the principal amount of all liens the Loans after the applicable settlement date on which Seller acquired the Loans but on or encumbrances;prior to the Settlement Date is included in the outstanding principal amount(s) of the Loans listed in the Transaction Specific Terms. (viif) The amounts utilized in calculating the Mortgage Loans Purchase Price, as specified in the Funding Memorandum (if any), are not being transferred by true and correct as of each applicable date. (g) Seller (i) is a sophisticated Entity with respect to the Seller with any intent to hinder, delay or defraud any creditors sale of the Seller; Participation and the retention of the Retained Obligations, (viiiii) there are no actions or proceedings againsthas adequate information concerning the business and financial condition of the Borrowers and Obligors to make an informed decision regarding the sale of the Participation and the retention of the Retained Obligations and (iii) has independently and without reliance upon Buyer, or investigations known and based on such information as Seller has deemed appropriate, made its own analysis and decision to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering enter into this Agreement, (B) seeking to prevent except that Seller has relied upon Buyer’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Seller acknowledges that Buyer has not given Seller any investment advice, credit information or opinion on whether the sale of the Mortgage Loans Participation or the consummation retention of the transactions contemplated Retained Obligations is prudent. (h) Seller acknowledges that (i) Buyer currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Retained Obligations, Borrowers, Obligors or any of their respective Affiliates that is not known to Seller and that may be material to a decision to sell the Participation and to retain the Retained Obligations (“Seller Excluded Information”), (ii) Seller has determined to sell the Participation and to retain the Retained Obligations notwithstanding its lack of knowledge of Seller Excluded Information and (iii) Buyer shall have no liability to Seller or any Seller Indemnitee, and Seller waives and releases any claims that it might have against Buyer or any Buyer Indemnitee whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information in connection with the Transaction; provided, however, that Seller Excluded Information shall not and does not affect the truth or accuracy of Buyer’s representations or warranties in this Agreement. (i) Seller is an “accredited investor” as defined in Rule 501 under the Securities Act. Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Seller has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participation in violation of any applicable securities laws. (j) Either (i) no interest in the Participation is being sold by this Agreement or on behalf of one or more Benefit Plans or (Cii) that might prohibit the transaction exemption set forth in one or materially more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), and adversely affect PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the performance by sale of the Seller of its obligations under, or validity or enforceability of, this Agreement;Participation. (ixk) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation If as of the transactions contemplated Trade Date Buyer was not a Lender under a Credit Agreement and if “Yes” is specified opposite “Delivery of Credit Documents” in the Transaction Summary with respect to such Credit Agreement, Seller provided to Buyer, on or prior to the Settlement Date (a) such Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (b) any other Credit Documents related to such Credit Agreement reasonably requested by Buyer. 4.2 Except as expressly stated in this Agreement, Seller makes no representations or warranties, express or implied, with respect to the Transaction. 4.3 Seller acknowledges that: (a) its transfer of the Participation to Buyer is irrevocable; (b) Seller shall have no recourse to the Transferred Rights or the Participation except to the extent (if any) permitted pursuant to Section 8.7; and (c) Seller shall have no recourse to Buyer, except for such consents(i) Buyer’s breaches of its representations, approvalswarranties or covenants and (ii) Buyer’s indemnities, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by in each case as expressly stated in this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsAgreement.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as As of the Closing Date or as of such other date specifically provided herein: (i) the Effective Date, Seller represents and warrants to Buyer that:  it is duly organized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware its formation;  it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than any such authorizations and approvals that are not required to be obtained on and as of the Effective Date;  the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it;  this Agreement, constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms, subject to any Equitable Defenses;  it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;  there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement;  no Seller Event of Default has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement;  it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement;  it has entered into this Agreement in connection with the conduct of its business and, not later than the Project COD, it will remain have the capacity or ability (as applicable) to deliver or take delivery of the Products; and  with respect to the purchase or sale of the Energy and the conveyance or acceptance (as applicable) of Renewable Attributes, not later than the Project COD, it will be a producer, processor, commercial user or merchant handling the Products, and it is entering into this Agreement for purposes related to its business as such. Buyer’s Representations and Warranties As of the Effective Date, Buyer represents and warrants to Seller that:  it is duly organized, validly existing and in compliance with good standing under the laws of each state in which any Mortgaged Property is located the jurisdiction of its formation;  it has all regulatory authorizations necessary for it to the extent necessary to fulfill legally perform its obligations hereunder; (ii) under this Agreement;  the Seller has execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the power terms and authority conditions in its governing documents, any contracts to hold each Mortgage Loanwhich it is a party or any law, rule, regulation, order or the like applicable to it;  this Agreement, constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms, subject to any Equitable Defenses.  it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to sell each Mortgage Loanits knowledge, threatened against it which would result in it being or becoming Bankrupt;  there is not pending or, to executeits knowledge, deliver threatened against it any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement;  no Buyer Event of Default has occurred and performis continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement;  it is acting for its own account for its customers as a load-serving entity, and has made its own independent decision to enter into this Agreement and consummateas to whether this Agreement is appropriate or proper for it based upon its own judgment, all transactions contemplated by is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement. The Seller has duly authorized ;  all acts necessary to the valid execution, delivery and performance of this Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act;  all persons making up Xxxxx’s Board of Trustees are the duly executed appointed incumbents in their positions and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it hold such positions in good standing in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or Act and other similar laws in relation to the rights of creditors generally; (iii) the execution Legal Requirements;  entry into and delivery performance of this Agreement by Buyer are for a proper public purpose within the Seller meaning of the Act and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration ofall other relevant constitutional, any material contract, agreement organic or other instrument to which governing documents and Legal Requirements; and  the Seller is a party or which may be Term does not extend beyond any applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement limitation imposed by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative Act or other tribunal (A) that might prohibit its entering into this Agreementrelevant constitutional, (B) seeking to prevent the sale of the Mortgage Loans organic or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially other governing documents and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.Legal Requirements. Indemnity

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer that: (ia) the Seller it is a corporation duly organized, validly existing and in good standing as a corporation under in the laws jurisdiction of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderincorporation; (iib) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the Seller failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (c) it has the full right, power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; (d) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Seller; and (e) when executed and delivered by each of Buyer and Seller, this Agreement and this Agreement, and assuming due authorization, execution and delivery by will constitute the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or reorganization or other similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity. (f) it is in relation compliance with all applicable Laws relating to this Agreement, the rights Goods and the operation of creditors generallyits business (except that Seller does not represent or warrant as to any Law relating to antitrust or anticompetitive behavior or business practices); (iiig) as of the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration ofdate hereof, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller it is not in violation of, insolvent and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of has met its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, business; and (h) all financial information that it has provided to Buyer is true and the transfer, assignment accurate in all material respects and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsfairly represents Buyer’s financial condition.

Seller’s Representations and Warranties. The As of the Effective Date and effective through and as of the Closing Date, Seller hereby represents, warrants and covenants to and for the Purchaser as benefit of Buyer the following (which warranties, representations and covenants shall survive the Closing Date or as of such other date specifically provided herein:subject to Section 3.3 below): (i) the 3.1.1 Seller is validly formed and duly organized, validly existing authorized as a limited liability company and in good standing as a corporation under the laws of the State of Delaware and is duly qualified to transact business in and will remain is in compliance with good standing under the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller State of Maryland, and has the full power and authority to hold each Mortgage Loanauthority, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummateperform this Agreement in accordance with its terms; all proceedings required to be taken by or on behalf of Seller to authorize it to make, all transactions contemplated by deliver and carry out the terms of this Agreement. The Agreement have been duly and properly taken, and the individual executing this Agreement on behalf of Seller has duly authorized the executionlegal power, delivery right and performance actual authority to bind Seller to the terms and conditions of this Agreement, has duly executed and delivered this ; 3.1.2 This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms except as terms, subject to the enforceability thereof may be limited by effect of applicable bankruptcy, insolvency or reorganization insolvency, reorganization, or other similar laws in relation to affecting the rights of creditors generally; 3.1.3 To Seller’s actual knowledge, there are no actions, suits, litigation or proceedings pending or threatened, which would adversely affect Buyer or the Property or affect the right, power or authority of Seller to enter into and perform this Agreement in accordance with its terms, or which question the validity or enforceability of this Agreement or of any action taken by Seller under this Agreement, in any court or before any governmental authority, domestic or foreign (iii) including, but not limited to, any pending claims by the tenants or any guests or invitees); 3.1.4 The execution of and entry into this Agreement, and the execution and delivery of this Agreement the documents and instruments to be executed and delivered by Seller on the Seller Closing Date, and the performance by Seller of Seller’s duties and compliance with the terms of obligations under this Agreement will and of all other acts necessary and appropriate for the consummation of the transactions contemplated by and provided for in this Agreement are not violate the Seller’s articles in violation of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or to Seller's actual knowledge, to which may be applicable to the Seller or its assets; (iv) the Seller Property is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect tosubject, any judicial order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests judgment of any nature encumbering by which Seller is bound or to Seller's actual knowledge, to which the Mortgage Loans Property is subject, or Seller’s organizational documents; 3.1.5 Seller has not received written notice from any governmental authority of any violation of any existing applicable law, statute or code, including, without limitation, zoning, land use, building, fire, health or safety laws, ordinances, rules and upon regulations and environmental laws with respect to the payment Property which remains uncured; 3.1.6 Seller has no actual knowledge, and has received no formal written notice from any governmental authorities, that eminent domain proceedings for the condemnation of the Purchase Price Property or any portion thereof are pending or threatened; 3.1.7 Seller has not engaged in any dealings or transactions, directly or indirectly, (i) in contravention of any U.S., international or other money laundering regulations or conventions, including, without limitation, the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act (50 U.S.C. §1 et seq., as amended), or any foreign asset control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (ii) in contravention of Executive Order No. 13224 dated September 24, 2001 issued by the PurchaserPresident of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time to time (the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans"Anti-Terrorism Order") or on behalf of terrorists or terrorist organizations, free and clear of all liens including those persons or encumbrances; (vii) the Mortgage Loans entities that are not being transferred included on any relevant lists maintained by the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S. Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as may be amended from time to time. Seller (i) is not and will not be conducting any business or engaging in any transaction with any intent to hinderperson appearing on the U.S. Treasury Department’s Office of Foreign Assets Control list of restrictions and prohibited persons, delay or defraud any creditors (ii) is not a person described in section 1 of the Seller; (viii) there are no actions Anti-Terrorism Order, and Seller has not engaged in any dealings or proceedings againsttransactions, or investigations known to it of, the Seller before otherwise been associated with any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreementsuch person; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller representshereby represents and warrants to Buyer the following matters, warrants and covenants acknowledges that they are material inducements to the Purchaser as of the Closing Date or as of such other date specifically provided herein:Buyer to enter into this Agreement. (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the 11.1 Seller has the power legal power, right, and authority to hold each Mortgage Loanenter into this Agreement and the instruments referred to herein and to consummate the transactions contemplated herein. 11.2 All requisite action has been taken by Seller in connection with entering into this Agreement, the instruments referred to sell each Mortgage Loan, to execute, deliver and performherein, and to enter into and consummate, all the consummation of the transactions contemplated by herein. 11.3 The persons executing this Agreement. The Agreement and the instruments referred to herein on behalf of Seller has duly authorized have the executionlegal power, delivery right and performance actual authority to bind Seller to the terms and conditions of this Agreement, has duly executed and delivered this . 11.4 This Agreement and this Agreementall documents required to be executed by Seller are and will be valid, legally binding obligations of and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;their terms. (iii) 11.5 Neither the execution and delivery of this Agreement by and documents referred to herein, nor the Seller and incurring of the performance obligations set forth herein, nor the consummation of and the transactions herein contemplated, nor compliance with the terms of this Agreement will not violate and the Seller’s articles documents referred to herein conflict with or result in the material breach of incorporation any terms, conditions, or by-laws provisions of, or constitute a default under any bond, note or result in a material breach other evidence of indebtedness, or acceleration of, any material contract, agreement indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other instrument agreements or instruments to which the Seller is a party, or, affecting the Property. 11.6 There are no pending, threatened or, to Seller’s actual knowledge, contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, affecting the Property, or in which Seller is, or will be, a party by reason of Seller’s ownership of the Property, other than those instituted by Buyer with respect to obtaining the necessary entitlements and approvals to develop the Property. 11.7 No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or which may be applicable other proceedings are pending, or to Seller’s actual knowledge, threatened against Seller. 11.8 At the time of delivery, all copies of the Documents and other writings delivered by Seller to Buyer are true, correct, complete and accurate copies of the originals, and to Seller’s actual knowledge, all such documents delivered by third parties to Buyer are true, correct, complete and accurate copies. In no case, however, does Seller make any representations or warranties with respect to the Seller conclusions, test results, information reported, recommendations or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree views of any court third parties expressed or reported in any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained such documents except as expressly provided in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants and covenants (sichert zu und garantiert) to the Purchaser by way of an independent promise of guaranty (selbständiges Garantieversprechen) within the meaning of Section 311 (1) BGB that the statements set forth in this §13 are each true and correct and are not misleading as of each of the date hereof and the Closing Date or as (the “Seller’s Representations”). The Seller hereby represents and warrants to the Purchaser within the meaning of such other date specifically provided herein§ 13: (a) Corporate Matters: (i) the The Seller is duly organized, validly existing and in good standing was properly founded as a corporation German limited liability company (Gesellschaft mit beschränkter Haftung), is entered in the commercial register at the district court in Jena under the laws of the State of Delaware HRB 210044 and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;exists legally effective. (ii) No insolvency or similar proceedings have been initiated or applied for under any applicable laws against the Seller, nor has any such proceeding been threatened, and there are no circumstances that would require or justify the opening of such proceedings. (iii) The Seller has the all requisite corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver execute this Agreement and perform, all other documents executed by it in connection with this Agreement and to enter into and consummate, all consummate the transactions contemplated by this Agreementhereby and thereby. The execution of this Agreement by the Seller and all other documents executed by it in connection with this Agreement has been duly authorized by all corporate action. (iv) No consent, approval or authorization is required to be obtained by the Seller in connection with the execution of this Agreement by the Seller or any other document executed by it or any other company in the Xxxxxxxx Group in connection with this Agreement or for the consummation of the transactions contemplated hereby and thereby. (v) The execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration ofall other documents, any material contract, agreement or other instrument which are to which the Seller is a party or which may be applicable to executed by the Seller or its assets; (iv) any other company in the Seller is not Xxxxxxxx Group in violation ofconnection with this Agreement, and the execution and delivery fulfillment of this Agreement by the Seller and its performance and compliance with the terms of this Agreement thus ensuing obligations, will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.result in:

Seller’s Representations and Warranties. The Seller representshereby covenants, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (ia) the Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware Delaware; (b) The person executing this Agreement on behalf of Seller has full power and authority to execute and deliver this Agreement; (c) The execution, delivery, and performance of its obligations under this Agreement by Seller have been duly authorized by all necessary corporate action, and do not: (i) require any governmental authority, other than that which has been obtained and is in full force and will remain in compliance with the laws effect (evidence of each state in which any Mortgaged Property is located shall be delivered to the extent necessary to fulfill APS upon its obligations hereunderrequest); (ii) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by perform its obligations under this Agreement. The ; or (iii) result in a breach or constitute a default under Seller’s formation documents or bylaws, or under any agreement to which Seller has duly authorized is a party or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the execution, delivery and performance breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement, has duly executed and delivered this . (d) This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generallyterms; (iiie) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the There has been no materially adverse change in Seller’s articles of incorporation financial position or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which creditworthiness from the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation date of the Seller or its assets or might have consequences that would materially then-latest available and adversely affect the performance of its obligations and duties hereunderprovided financial statements; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (ia) the The Seller has been duly organized and is duly organized, validly existing and as a limited liability company in good standing as a corporation under the laws of the State of Delaware Delaware, with full limited liability company power and authority to own its properties and conduct its business as presently conducted, and is duly qualified to do business as a foreign limited liability company and will remain is in compliance with good standing under the laws of each state jurisdiction material to the performance of its obligations under this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and legally binding agreement of the Seller enforceable against the Seller in which any Mortgaged Property is located accordance with its terms, except to the extent necessary to fulfill its obligations hereunder; (ii) such enforceability may be limited by Bankruptcy Law or general principles of equity; and the Seller has the full limited liability company power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by perform its obligations under this Agreement. . (c) No consent, approval, authorization or order of any Governmental Authority is required for the execution and delivery by the Seller of this Agreement. (d) The Seller has duly authorized the execution, delivery and performance by the Seller of this AgreementAgreement does not violate, has duly executed and delivered this Agreement and this Agreementconflict with, and assuming due authorizationresult in a breach of, execution and delivery by or constitute a default (or an event which with the Purchaser, constitutes giving of notice or the lapse of time or both would be reasonably likely to constitute a legal, valid and binding obligation default) under the charter or limited liability company agreement of the Seller, enforceable against it or any General Law, Timber Law or Environmental Law applicable to the Seller and in accordance with its effect on the date hereof, or the terms except as the enforceability thereof may be limited by bankruptcyof any bond, insolvency debenture, note or reorganization any other evidence of indebtedness or any agreement, indenture, lease or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or by which may be applicable it or any of its properties is subject. (e) There is not pending or, to the Seller knowledge of the Seller, threatened, any action, suit, proceeding or its assets; (iv) investigation involving the Seller is not in violation of(and, and to the execution and delivery knowledge of the Seller, no basis for any such action, suit, proceeding or investigation exists) before any Governmental Authority which could reasonably be expected to have a material adverse effect upon this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation ability of the Seller or its assets or might have consequences that would materially and adversely affect the performance of to perform its obligations and duties hereunder;. (vf) All of the Seller does not believeSpecified Company Timber is covered by valid Timber Harvesting Plans, nor does it have any reason which Timber Harvesting Plans are listed in Exhibit A hereto; and a full and complete copy of each such Timber Harvesting Plan has been furnished to or cause otherwise been made available to believe, that it cannot perform each and every covenant contained in this Agreement;the Purchaser. (vig) the The Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes Specified Company Timber, and Mortgage Loansafter giving effect to the release described in Section 9.3(a)(iii) hereof, the Specified Company Timber will upon Closing be free and clear of the Trustee Lien and all other monetary liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Subject to the limitations set forth in Paragraph 16.1, Seller representshereby represents and warrants to Purchaser, warrants which representations, warranties and covenants are made to the Purchaser Seller's knowledge and which shall be deemed repeated and made as of the Closing Date and survive the Closing for a period of the earlier of (i) six (6) months after the Closing Date and (ii) December 31, 1997 (i.e., the claiming party shall have no right to make any claims against the other party for a breach of a representation or warranty after the earlier of the preceding dates), as of such other date specifically provided hereinfollows: (ia) the Seller is duly organized, validly organized and legally existing and in good standing as a corporation limited partnership under the laws of the State of Delaware and Illinois. Seller is and will remain in compliance with registered as a foreign limited partnership under the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Michigan. The execution and delivery of, and performance under, this Agreement are within Seller's powers and have been duly authorized by all requisite partnership action. The person executing this Agreement on behalf of Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreementdo so. The Seller has duly authorized This Agreement constitutes the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms except as terms, subject to equitable principles and laws applicable generally to creditor's rights. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the enforceability thereof may be limited by bankruptcyimposition of a lien or encumbrance on the Property under, insolvency or reorganization any agreement or other similar laws instrument to which Seller is a party or by which Seller or the Property might be bound. To Seller's knowledge, there is no other person or entity who has an ownership interest in relation to the rights Property or whose consent is required in connection with Seller's performance of creditors generally;its obligations hereunder which consent has not been obtained. (iiib) There is no pending or threatened litigation or administrative proceedings which would adversely affect the ability of Seller to perform any of its obligations hereunder. No consent or approval of any person or entity or of any governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller and of the transactions contemplated hereby or the performance by Seller of and compliance with its obligations hereunder. (c) There are no parties in possession of any of the terms Property other than tenants pursuant to the Rent Roll listed on Exhibit M hereto. (d) There is no pending or threatened condemnation or similar proceeding affecting any of the Property or interest therein. (e) There is no proceeding or threatened action or proceeding which could result in a modification or termination of the present zoning of the Property. (f) There is no action, suit or proceeding pending or threatened against or affecting Seller in any court, before any arbitrator or before or by any Governmental Authority which (a) could adversely affect title to the Property or any part thereof or the use of the Property by Purchaser or otherwise affect the Property in any way, (b) in any manner raises any question affecting the validity or enforceability of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, other agreement or other instrument to which the Seller is a party or by which may it is bound and that is or is to be applicable to the Seller used in connection with, or its assets; is contemplated by, this Agreement, or (ivc) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would could materially and adversely affect the business, financial position or results of operations of Seller or the Property. (g) Except as shown on the Rent Roll attached hereto as Exhibit M or the Tenant Leases delivered by Seller to Purchaser in connection with Purchaser's review pursuant to Section 7.1, (i) neither Seller nor the tenant is in default any of the Tenant Leases; (ii) each tenant has accepted the premises covered by its Tenant Lease and is in possession of such premises in accordance with its Lease, and (iii) no tenant or any other person or entity has any interest in the Property, or right or option to acquire any interest in the Property, other than the leasehold possessory interest set forth in the respective tenants' Tenant Leases. No tenant has given written notice to Seller of its intention to institute litigation with respect to any Tenant Lease or terminating its tenancy. (h) No brokerage commissions or compensation of any kind shall be due in connection with the Tenant Leases or any extensions or renewals thereof or the income derived therefrom except as set forth in Paragraph 15 hereof. (i) Exhibit H attached hereto is a complete and correct list of all management, service, supply, maintenance and other contracts and agreements (other than Tenant Leases) in effect which affect the Property or are otherwise related to the construction, ownership, operation, occupancy or maintenance thereof (collectively, the "Service Contracts"). (j) Exhibit B attached hereto is a list of all the personal property owned by Seller and used or useful in connection with the maintenance, repair or operation of the Property. (k) All insurance policies maintained by or on behalf of Seller pertaining to any of the Property or the operation thereof are valid and in full force and effect and Seller has complied with all requirements or recommendations of the insurance carriers of such policies. Seller has received no notice from any insurance company or rating organization to the effect that the physical condition of the Property would prevent obtaining new insurance policies at present rates. (financial l) There are no property interests, buildings, structures or otherwise) other improvements or personal property located on the Property that are owned by Seller which are necessary for the operation of the Seller or its assets or might have consequences Property that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller conveyed pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsAgreement.

Seller’s Representations and Warranties. The As a material inducement to Buyer and Subsidiary to execute and perform the obligations required under this Agreement, Seller representsrepresents and warrants to Buyer that, warrants and covenants to the Purchaser except as of the Closing Date or as of such other date specifically provided otherwise disclosed herein: (i) the a). Seller is a limited liability company duly organized, organized and validly existing and in good standing as a corporation under the laws Laws of the State Commonwealth of Delaware Kentucky and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the full corporate power and authority to hold each Mortgage Loanown, operate or lease the properties and assets now owned, operated or leased by it and to sell each Mortgage Loan, to execute, deliver carry on the Business as currently conducted. (b). Seller has full corporate power and perform, and authority to enter into this Agreement and consummatethe related documents to which Seller is a party, all to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery by Seller has of this Agreement and any related document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the execution, delivery and performance part of this Agreement, Seller. This Agreement has been duly executed and delivered this Agreement and this Agreementby Seller, and (assuming due authorization, execution and delivery by the Purchaser, Buyer) this Agreement constitutes a legal, valid and binding obligation of the SellerSeller enforceable against Seller in accordance with its terms. When each other document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation terms. (c). Seller has no Liabilities with respect to the rights of creditors generally; Business, except (iiia) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result those which have been disclosed to Buyer in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation ofwriting, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, (b) those which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are incurred in the ordinary course of business consistent with past practice and which are not, individually or in the aggregate, material in amount. (d). Seller has good and valid title to, or a valid leasehold interest in, all of the SellerPurchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) liens in favor of Community Trust Bank; (ii) liens for Taxes not yet due and payable; or (iii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, and individually or in the transferaggregate, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject material to the bulk transfer Business or any similar statutory provisionsthe Purchased Assets.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as As of the Closing Date or Effective Date, Seller represents and warrants as of such other date specifically provided hereinfollows: (ia) the Seller is a Nevada limited liability business, duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction of its formation, and is qualified to conduct business in the State of Delaware California and is and will remain in compliance with each jurisdiction where the laws failure to so qualify would have a material adverse effect on the business or financial condition of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Seller. (iib) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all transactions contemplated by covenants and obligations on its part to be performed under and pursuant to this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered this by Seller. This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency laws of general applicability limiting the enforcement of creditors’ rights or reorganization or other similar laws by the exercise of judicial discretion in relation to the rights accordance with general principles of creditors generally;equity. (iiie) The Facility will be located in the execution and delivery State of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;Nevada. (ivf) Seller shall maintain Site Control throughout the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;Contract Term. (vg) Seller will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller does not believewill be the applicant on any CEQA documents, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;if applicable. (vih) Seller, and, if applicable, its successors, represents and warrants that throughout the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear Delivery Term of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, subject to Section 3.12, that the Facility is eligible to qualify as a Firm Clean Resource. (Bi) seeking Except as set forth in Exhibit A, Seller shall maintain Firm Transmission rights sufficient to prevent deliver 13 MW to the sale Delivery Point throughout the Delivery Term. (j) Seller shall comply with all CAISO Tariff requirements applicable to Pseudo-Tie Resources, including Appendix N to the Tariff, throughout the Delivery Term. (k) As of the Mortgage Loans Effective Date, Seller represents and warrants to Buyer that it has not received notice from or been advised by any existing or potential supplier or service provider for the Facility that COVID-19 has caused, or is reasonably likely to cause, a delay in the construction of the Facility or the consummation delivery of materials necessary to complete the transactions contemplated by this Agreement or (C) Facility, in each case that might prohibit or materially and adversely affect would cause the performance by Commercial Operation Date to be later than the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsGuaranteed Commercial Operation Date.

Seller’s Representations and Warranties. The Seller representshereby makes the following representations and warranties to Buyer, warrants each of which (i) is material and covenants relied upon by Buyer in making its determination to the Purchaser enter into this Agreement, (ii) is true in all respects as of the date hereof and shall be true in all respects on the Closing Date or as Date, and (iii) shall survive the Close of such other date specifically provided herein:Escrow. (ia) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power full right, power, and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into this Agreement and consummateperform Seller’s obligations hereunder. This Agreement and all other documents delivered by Seller to Buyer now or at the Close of Escrow, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has have been or will be duly executed and delivered this Agreement by Seller and this Agreementare legal, valid, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation obligations of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation sufficient to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument convey to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have Buyer good and marketable title to the Mortgage Notes Property, are enforceable in accordance with their respective terms, and Mortgage Loans, free and clear do not violate any provisions of all liens or encumbrances;any agreement to which Seller is a party. (viib) To the Mortgage Loans are not being transferred by the Seller with any intent to hinderbest of Seller’s knowledge, delay or defraud any creditors of the Seller; (viii) there are no actions pending or threatened, actions, suits, writs, injunctions, decrees, legal proceedings againstor governmental investigations against or affecting the Property or relating to the ownership, maintenance, use or investigations known to it of, operation of the Seller before any court, administrative Property. (c) There are no leases or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking agreements relating to prevent the sale right of possession and/or occupancy of the Mortgage Loans Property by any person or entity other than the consummation Buyer, other than those disclosed in the Due Diligence Materials. If Seller becomes aware of any act or circumstance which would change or render incorrect, in whole or in part, any representation or warranty made by Seller hereunder, whether as of the transactions contemplated by this Agreement date given or (C) that might prohibit any time thereafter through the Closing Date, Seller will give immediate written notice of such changed fact or materially and adversely affect the performance by the circumstance to Buyer, but such notice shall not release Seller of its any liabilities or obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionswith respect thereto.

Seller’s Representations and Warranties. The Seller hereby represents, warrants and covenants to the Purchaser warrants, or covenants, as of the Closing Date or as of such other date specifically provided hereinapplicable: (ia) the Seller is a corporation duly organized, organized and validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property it is located incorporated and is qualified in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the extent necessary to fulfill its obligations hereunder; (ii) the business or financial condition of Seller; and Seller has the all requisite power and authority to hold each Mortgage Loanconduct its business, to sell each Mortgage Loanown its properties, and to execute, deliver and performdeliver, and perform its obligations under this Agreement. (b) The execution, delivery, and performance of its obligations under this Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (1) require any consent or approval by any governing body of Seller, other than that which has been obtained and is in full force and effect (evidence of which shall be delivered to enter into Purchaser upon its request); (2) violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; provided that, as to performance, Seller must obtain and consummatemaintain certain governmental permits and approvals and comply with any subsequently imposed legal requirements related to performance; (3) result in a breach or constitute a default under Seller’s formation documents or bylaws, all transactions or under any agreement relating to the management or affairs of Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; or (4) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this Agreement. The ) upon or with respect to any of the assets of Seller has duly authorized now owned or hereafter acquired, the execution, delivery and performance creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement, has duly executed and delivered this . (c) This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation subject to the rights of creditors generally; (iii) the conditions precedent identified in Article 9. The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws conflict with or constitute a breach or default under any contract or result in a material breach or acceleration of, agreement of any material contract, agreement or other instrument kind to which the Seller is a party or which may be any judgment, order, statute, or regulation that is applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsExchange Resource.

Seller’s Representations and Warranties. The Seller representshereby represents and warrants to Buyer that: i) To the best knowledge and belief the Buyer shall receive, warrants and covenants pursuant to the Purchaser this Agreement as of the Closing Date Date, complete and exclusive right, title, and interest in and to the Assets and all tangible and intangible property rights existing in the copyrights, trademarks and tradenames. ii) The copyrights, trademarks and tradenames are original or as subject to valid license and do not infringe any patent, copyright, or trade secret of such other date specifically provided herein:any third party. (iiii) the Seller is duly organized, validly existing operates and in good standing as a corporation does business under the laws of the State States of Delaware and is California and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the all requisite power and authority to hold each Mortgage Loanown, lease and operate its properties and to carry on its business known as INNOVATIVE TRACKING SOLUTIONS CORPORATION now being conducted or contemplated. Seller has all requisite power and authority to execute and deliver this Agreement, to sell each Mortgage Loan, to execute, deliver and perform, perform the obligations hereunder and to enter into and consummate, all consummate the transactions contemplated by this Agreement. hereby. iv) The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreementby Seller, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated hereby, have been duly and validly authorized by this all necessary action on the part of Seller. This Agreement or (C) that might prohibit or materially has bend duly and adversely affect validly executed and delivered by Seller and, when executed and delivered in accordance with its terms, shall constitute the performance by valid and binding obligations of Seller, enforceable in accordance with the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for terms thereof. Neither the execution, delivery and or performance by Seller of this Agreement nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with any provision hereof will (i) violate or result in a breach of any provision of the Fictitious Business Name Certificate of Seller, as in effect of the date hereof, (ii) conflict with any law, statute, ordinance, rule, regulation, order, writ, judgement, injunction, award, decree, concession, grant, franchise, restriction or agreement of, from or compliance by the Seller with any governmental authority applicable to Seller. No permit, consent or approval of or by, or any notification of or filing with, this Agreement any person or entity is required in connection with the execution, delivery or performance by Seller, or the consummation of the transactions transaction contemplated by this Agreementhereby. v) There are no outstanding order, except for judgements, injunctions, awards or decrees of any court or other governmental authority or arbitration tribunal against Seller. Seller is not in default of any such consentsorder, approvalsjudgement, authorizations injunction, award or ordersdecree. There are no actions, if anysuits, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the claims investigations or legal, administrative or arbitration proceedings pending or threatened against Seller, and the transferwhether at law or in equity, assignment and conveyance of the Mortgage Notes and the Mortgages whether civil or criminal in nature, or whether before or by the Seller pursuant to this Agreement are not subject to the bulk transfer any court or any similar statutory provisionsother governmental authority.

Seller’s Representations and Warranties. The Seller represents, warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided herein: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles 's certificate of incorporation or by-laws or constitute a material default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinthat: (i) the Seller is a Minnesota corporation duly organized, created and validly existing and in good standing as a corporation under pursuant to the laws of the State jurisdiction of Delaware its organization and is and will remain duly qualified to do business in compliance with the laws of each state jurisdiction in which any Mortgaged Property the Project is located to the extent necessary to fulfill its obligations hereunder;situated. (ii) the Seller has the power is authorized and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and empowered to enter into this Agreement and consummateto perform all of its obligations under this Agreement without any qualification whatsoever, all transactions contemplated and no consent or approval of any third party (including, without limitation, any governmental or quasi-governmental authority) is or was required by Seller to execute and deliver this Agreement. The Seller has duly authorized Agreement or consummate this transaction. (iii) Upon the execution, signing and delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and will be legally binding obligation of the Seller, enforceable against it upon Seller in accordance with all of its terms provisions, except as the enforceability thereof such provisions may be qualified or limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the creditor's rights of creditors generally;and equitable principles. (iiiiv) The person signing this Agreement on behalf of Seller has been duly authorized to sign and deliver this Agreement on behalf of Seller. (v) To the best of its Knowledge (as hereinafter defined), Seller has not committed any act or permitted any action to be taken which would materially adversely affect its ability to fulfill all of its obligations under this Agreement. (vi) The execution and delivery of this Agreement by the Seller Agreement, and the performance of and compliance with the terms of Seller's obligations under this Agreement Agreement, will not violate or breach, or conflict with, the Seller’s articles terms, covenants or provisions of incorporation or by-laws or constitute a default under or result in a material breach or acceleration ofany agreement, any material contract, agreement note, Mortgage, indenture or other instrument document of any kind whatsoever to which the Seller is a party or to which may be applicable to the Seller or its assets;Project is subject. (ivvii) Seller has received no written notice and Seller has no Knowledge of any uncured Work Order, or unfulfilled requirements or recommendations issued, imposed or made by any insurers concerning the Project or any part thereof. (viii) To the best of its Knowledge, (i) Seller is not in violation ofdefault of any obligation of Seller under any Mortgage, and (ii) Seller and/or the execution and delivery of this Agreement by the Seller and its performance and Project is in compliance with the all terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation conditions of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believePermitted Exceptions, nor does it have including any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative easement agreement or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent agreement or undertaking affecting the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement;Project. (ix) no consentTo the best of Seller's Knowledge, approvalthe Project was constructed, authorization or order of any court or governmental agency or body and is required for presently being operated, occupied and used in substantial accordance with all applicable federal, state and local laws, rules, regulations and ordinances governing the executionconstruction, delivery operation, occupation and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation use of the transactions contemplated by this AgreementProject, except for such consentsand no variances to any applicable federal, approvalsstate or local law, authorizations rule, regulation or orders, if any, that have been obtained; andordinance were granted in connection with the construction of the Project. (x) To the consummation best of Seller's Knowledge, there is (i) no pending or contemplated Taking affecting the Project or any part thereof, or (ii) no pending or contemplated public improvement in or about the Real Property which may in any manner affect access to or from the Project or increase the taxes assessed against the Project, except in the instance of contemplated special assessments, (y) a special assessment has been proposed in connection with improvements to the Skunk River, and (z) there is an agreement with the City of Peoria, Arizona, to include certain water and sewer tap-in fees as a part of a contemplated special assessment. (xi) To the best of Seller's Knowledge, except for the Vacant Space (as hereinafter defined), Seller is in receipt of all Permits required by all governmental authorities for the construction currently being prosecuted at the Project and the operation, occupation and use of the transactions contemplated Project as a shopping center; all Permits are in full force and effect; and all Permits issued to the Project are described on Schedule 10.01(xi) attached hereto and made a part hereof. (xii) Neither Seller, nor, to the best of Seller's Knowledge (except as disclosed in the Environmental Reports), any prior owner of the Project has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws; (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Project or property surrounding the Project which might affect the Project; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Project or on property surrounding the Project which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement are and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; or any other law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the ordinary course of business Superfund Act; provided, however, that the definition of the Sellerterm "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and the transferrelated by products, assignment hydrocarbons, radon, asbestos, urea formaldehyde and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionspolychlorinated biphenyl compounds.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (ia) the Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Arizona. (iib) the [this section not used]. (c) Seller has the full corporate power and authority to hold each Mortgage Loanconduct the Business as it is now being conducted, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummateperform its obligations under this Agreement and all other documents and instruments to be executed by Seller pursuant to this Agreement (this Agreement and such other documents and instruments are referred to collectively as the "Seller's Documents"), all and to consummate the transactions contemplated by this Agreement. The therein. (d) Seller has duly authorized taken all corporate actions necessary to authorize the executionexecution and delivery of the Seller's Documents, delivery and the performance of this Agreementits obligations thereunder, and the consummation of the transactions contemplated therein. (e) This Agreement has duly been executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchasera duly authorized officer of Seller, constitutes a legal, valid and binding obligation of the Seller, and is enforceable against it Seller in accordance with its terms except as terms. As of the enforceability thereof may Closing Date, the other Seller's Documents will be limited executed and delivered by bankruptcya duly authorized officer of Seller, insolvency or reorganization or other similar laws will constitute legal, valid and binding obligations of Seller, and will be enforceable against Seller in relation to the rights of creditors generally;accordance with their respective terms. (iiif) No consent, authorization, order or approval of, or filing or registration with, any governmental authority is required for the execution and delivery by Seller of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of's Documents, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations thereunder, and duties hereunder;the consummation by Seller of the transactions contemplated therein. (vg) Neither the execution and delivery by Seller of the Seller's Documents, nor the performance of its obligations thereunder, nor the consummation by Seller of the transactions contemplated therein will conflict with or result in a breach or violation of any of the terms, conditions or provisions of (1) Seller's articles of incorporation or bylaws, (2) any applicable law, rule or regulation of any governmental entity, or (3) any applicable order, writ, injunction, decision, judgment or decree of any court, arbitrator, governmental authority or administrative agency, except in each case for such conflicts, breaches and violations as would not have a material adverse effect on the Business. (h) Seller (1) has no subsidiaries related to the Business, (2) does not believedirectly or indirectly own any capital stock or other equity securities of any corporation or any equity interest in any other entity that is engaged in the Business, nor and (3) does it have not operate, manage or otherwise control any reason corporation or cause to believe, other entity that it cannot perform each and every covenant contained is engaged in this Agreement;the Business. (vii) True and correct copies of the audited balance sheets, statements of operations, and notes to financial statements of Seller, together with any supplementary information thereto, as of and for the years ended April 30, 1999, and April 30, 2000, respectively, as audited by BDO Seidxxx, XXP ("BDO"), are set forth in Schedule 4.2(i). (j) True and correct copies of the unaudited balance sheet and statement of operations of Seller as of and for the fiscal year ended April 30, 2001, are set forth in Schedule 4.2(j). (k) Except as described in Schedule 4.2(k), Seller has good, marketable full legal and indefeasible beneficial title to the Mortgage LoansPurchased Assets, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all Liens other than (1) statutory liens or encumbrances; (vii) the Mortgage Loans are for taxes not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreementyet due, (B2) seeking to prevent the sale liens of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially carriers and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are warehousemen incurred in the ordinary course of business for sums not yet due, (3) liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, (4) security interests or other liens held by equipment lessors (or their assigns) in any equipment, arising under any equipment leases assigned to Purchaser as a Purchased Asset, and (5) any landlord liens with respect to any Purchased Assets located at any of the SellerLeased Premises (collectively, the "Permitted Liens"). Except as described in Schedule 4.2(k), and the transferany Permitted Liens, assignment and conveyance no chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Mortgage Notes Purchased Assets has been recorded, filed, executed or delivered. PCG does not own any material assets used by Seller in the conduct of the Business (except for PCG's interest as lessee under the equipment leases with Emerald Capital/Hinsbrook Bank and Crown Bank F.S.B., as disclosed in the Mortgages Seller's Documents). (l) No broker's commission, finder's fee, investment banker's fee or similar payment is or will become payable by Purchaser as a result of or in connection with the Seller transactions contemplated herein pursuant to this Agreement are not subject to the bulk transfer any agreement, contract, commitment, arrangement or understanding entered into by Seller or any similar statutory provisionsof its Affiliates. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER SELLER'S DOCUMENTS, NEITHER SELLER NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE, AND SELLER SHALL NOT BE BOUND BY, ANY EXPRESS OR IMPLIED REPRESENTATION, WARRANTY, GUARANTEE, PROMISE, STATEMENT, INDUCEMENT OR INFORMATION OF ANY KIND OR NATURE WITH RESPECT TO SELLER, THE BUSINESS, THE PURCHASED ASSETS, OR ANY OTHER MATTTER, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC, FINANCIAL, BUSINESS AND INDUSTRY CONDITIONS, THE PROBABLE SUCCESS, PROFITABILITY OR OTHER PROSPECTS OF THE CONDUCT OF THE BUSINESS OR THE OWNERSHIP AND USE OF THE PURCHASED ASSETS AFTER THE CLOSING DATE, OR THE LIKELIHOOD OF ANY CHANGE IN LAWS, RULES OR REGULATIONS. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PURCHASED ASSETS.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinfollows: (ia) the Seller is a limited liability company, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware Delaware, and is and will remain qualified to conduct business in compliance with each jurisdiction where the laws failure to so qualify would have a material adverse effect on the business or financial condition of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Seller. (iib) the Seller has the power and authority to hold each Mortgage Loanpower, to sell each Mortgage Loan, to execute, deliver and performauthority, and requisite property interests to enter into and consummateperform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, all transactions contemplated by except where such failure does not have a material adverse effect on Seller's performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) No authorization, approval, order, license, permit, franchise or consent, and no registration, declaration or filing with any Governmental Authority is required on the part of Seller in connection with the execution, delivery and performance of this Agreement except those identified in Section 3.2. (d) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Applicable Law presently in effect having applicability to Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (e) This Agreement has been duly executed and delivered this by Seller. This Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes is a legal, valid and binding obligation of the Seller, Seller enforceable against it in accordance with its terms terms, except as the enforceability thereof may be limited by bankruptcy, insolvency laws of general applicability limiting the enforcement of creditors' rights or reorganization or other similar laws by the exercise of judicial discretion in relation to the rights accordance with general principles of creditors generally;equity. (iiif) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant The representations contained in this Agreement; (vi) the Seller has good, marketable Annex D are true and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsaccurate when made.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser Buyer that, as of the Closing Date or date of this Agreement (or, as to any information specified in a Schedule to have been compiled as of some earlier date, as of such other date specifically provided herein:earlier date): (ia) the The Seller is a California industrial bank, duly organized, organized under the California Financial Code validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderCalifornia; (iib) the The Seller has the requisite power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, perform this Agreement and to enter into and consummate, all consummate the transactions contemplated hereby; all corporate action necessary to be taken by or on the part of the Seller to execute, deliver and perform this Agreement. The Seller Agreement and to consummate the transactions contemplated hereby has been duly authorized the execution, delivery and performance of validly taken; and this Agreement, Agreement has been duly executed and delivered this Agreement and this Agreementby, and assuming due authorization, execution and delivery by constitutes the Purchaser, constitutes a legal, valid and binding obligation agreement of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other insolvency, reorganization, fraudulent transfer, moratorium and similar laws in relation to affecting creditors generally and by the rights availability of creditors generallyequitable remedies; (iiic) The execution, delivery and performance by the execution and delivery Seller of this Agreement do not, and the consummation by the Seller and of the performance of and compliance transactions contemplated hereby will not, violate or conflict with the terms Articles of this Agreement will not violate Incorporation or Bylaws of the Seller’s articles of incorporation , or by-laws any law or constitute a default under regulation currently applicable to the Seller, or result in a material breach or acceleration of, any material contract, agreement or other instrument instrument, or currently applicable award, order, judgment or decree to which the Seller is a party or by which may be applicable it is bound, or require any filing by the Seller with, or authorization, approval, consent or other action with respect to the Seller by, any governmental or its assetsregulatory agency except such as have been made or obtained and are in full force and effect; (ivd) Schedule 2.2(d) sets forth a list of all material written contracts, agreements and other obligations known to the Seller to which the Seller is not in violation of, a signatory which relate to the operation of the Branch (other than those giving rise to the Assets and the execution Liabilities), including without limitation equipment leases and delivery service and maintenance contracts, consulting contracts, agency agreements and licensing agreements; (e) Except as set forth in Schedule 5.1(e): (i) there is no litigation, claim, action, suit or proceeding pending which, if adversely determined, would adversely affect the use of this Agreement the Assets or the Liabilities; and (ii) to the Seller's knowledge, there is no litigation, claim, action, suit or proceeding threatened by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect toany organization, any order or decree of any court or any order or regulation of any federalperson, state, municipal individual or governmental agency having jurisdiction over which, if adversely determined, would, individually or in the Seller or its assetsaggregate, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) use of the Assets or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunderLiabilities; (vf) the Seller does not believeOther than Carpxxxxx xxx Company, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has goodnot in any manner whatsoever paid or agreed to pay any fee or commission to any agent, marketable broker, finder or other person for or on account of services rendered as a broker or finder in connection with this Agreement or the transactions covered and indefeasible contemplated hereby. All negotiations relating to this Agreement have been conducted by the Seller directly and without the intervention of any person in such manner as to give rise to any valid claim against the Seller for any brokerage commission or like payment; and (g) A certificate of occupancy or equivalent is in effect permitting the occupancy of the Branch for its present use. The Seller holds all licenses materially required in connection with the use or occupancy of the Branch. (h) Seller's deposits are insured by the FDIC in the manner and to the full extent provided by law. To Seller's knowledge, no governmental authority is contemplating entering into any written agreement or memorandum of understanding with Seller that would restrict Seller's ability to consummate the actions contemplated by this Agreement. (i) Seller's Financial Statements will present fairly the financial position of the Branch as of the dates thereof. (j) Seller's records accurately and validly reflect, in all material respects, its transactions. Such records, to the extent they contain important information pertaining to Seller which is not easily and readily available elsewhere have been duplicated, and such duplicates are stored safely and securely. (k) Seller has good title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage LoansAssets, free and clear of all liens mortgages, liens, encumbrances, pledges or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order charges of any court kind or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreementnature, except for such consents, approvals, authorizations or orders, if any, that have been obtained(i) liens for current taxes not yet due and payable; and (xii) the consummation of the transactions contemplated by this Agreement are liens incurred in the ordinary course of business and which do not materially impair the business of Seller, or materially detract from the usefulness of the properties subject thereto; or (iii) such liens as are disclosed in Seller's Financial Statements. (l) Except as otherwise disclosed hereunder, there is no private or governmental suit, claim, action, arbitration or proceeding pending, nor any private or governmental suit, claim, action, arbitration or to Seller's knowledge threatened, nor does Seller know of any facts or circumstances which would form a basis for any such suit, claim, action, arbitration or proceeding against Seller, and the transferor against any of its directors, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject officers, contingent workers or employees relating to the bulk transfer performance of their duties in such capacities, or against or affecting any similar statutory provisionsproperties of Seller which individually, or in the aggregate, could have a material adverse effect on the Assets conveyed hereunder. (m) Except as set forth hereunder, Seller is not in breach of any law, ordinance, rule, regulation, order, judgment or decree applicable to it promulgated by any governmental authority having authority over it, where such default or breach would have a material adverse effect on the Assets conveyed hereunder.

Seller’s Representations and Warranties. The Seller represents, represents and warrants to Buyer the following as of the Effective Date and covenants to the Purchaser as of the Closing Date or as though made on and as of each such other date specifically provided hereindate: (i) the a. Seller is a corporation duly organized, validly existing existing, and in good standing as a corporation under the laws Laws of the State its state of Delaware incorporation and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, own the Property and to enter into and consummateto carry out the terms and conditions of this Agreement and each other agreement, all transactions document, instrument or certificate contemplated by this Agreement. The Agreement or to be executed by Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance connection with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (Call such other agreements, documents, instruments and certificates required to be executed by Seller being hereinafter referred to, collectively, as the “Seller Documents”) that might prohibit or materially and adversely affect the performance by to perform fully its obligations hereunder and thereunder. This Agreement has been, and the Seller of its obligations underDocuments will be at or before the Closing, or validity or enforceability ofduly executed and delivered by Seller and, this Agreement; (ix) no consentassuming the due authorization, approval, authorization or order of any court or governmental agency or body is required for the execution, execution and delivery and performance by the Seller of, or compliance by the Seller withBuyer, this Agreement constitutes, and the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of Seller, enforceable against Seller according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Seller of this Agreement and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by this AgreementSeller with any of the provisions hereof or thereof, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and will (x) conflict with, violate, result in the consummation breach or termination of, or constitute a default under, any agreement to which Seller is a party or by which Seller or any of the transactions contemplated by Property is bound or subject or (y) constitute a violation of any Law applicable to Seller or the Property. b. Except as set forth on Schedule 4.1(b), no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of Seller in connection with the execution and delivery of this Agreement are in or the ordinary course of business Seller Documents or the compliance by Seller with any of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer provisions hereof or any similar statutory provisionsthereof.

Seller’s Representations and Warranties. The Seller represents, warrants warrants, and covenants to Master Distributor that: (a) it is a limited liability company organized, validly existing, and in good standing in the Purchaser as jurisdiction of its organization/formation; (b) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required or purposes of this Agreement, except where the Closing Date failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; (c) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement, and to perform its obligations under this Agreement; (d) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of Seller; (e) the execution, delivery, and performance of this Agreement by Seller will not violate, conflict with, require consent under, or as of such other date specifically provided hereinresult in any breach or default under: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws any of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunderSeller’s organizational documents; (ii) any applicable Law; or (iii) with or without notice or lapse of time or both, the provisions of any Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly Contract; (f) when executed and delivered by each of Master Distributor and Seller, this Agreement and this Agreement, and assuming due authorization, execution and delivery by will constitute the Purchaser, constitutes a legal, valid valid, and binding obligation of the Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or reorganization or other similar laws in relation and equitable principles related to the or affecting creditors’ rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) generally or the operation effect of the Seller or its assets or might have consequences that would materially and adversely affect the performance general principles of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtainedequity; and (xg) the consummation it is now and at all times will remain in material compliance with all Laws of the transactions contemplated by Territory and Seller Contracts applicable to this Agreement are in Agreement, the ordinary course of business of Goods, the SellerSoftware, the Platform, and the transferoperation of its business. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12.01 and 13.01, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsEXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, CONCERNING THE GOODS, SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE ARE HEREBY DISCLAIMED.

Seller’s Representations and Warranties. The Seller represents, hereby ------------- ---------------------------------------- represents and warrants to Buyer that upon Delivery of each Airframe and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinEngine: (ia) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible owns legal title to the Mortgage Loansthat Airframe or Engine, free and clear of any and all security interests, liens, pledgesclaims, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment encumbrances of the Purchase Price by type that Section 11.1 of the Purchaser, Lease would not require Buyer to remove upon redelivery of the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrancesAircraft; (viib) the Mortgage Loans are not being transferred by the Seller with any intent shall have full power and lawful authority to hinderconvey such ownership interest in that Airframe or Engine to Buyer, delay or defraud any creditors of the Sellerand; (viiii) there are no actions or proceedings against, or investigations known Subject to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit satisfaction of all conditions precedent to its entering into respective obligations under this Agreement, (B) seeking Seller has full corporate power, authority and legal right to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially execute, deliver and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, perform this Agreement; (ixii) no consentSeller has duly authorized, approvalexecuted and delivered this Agreement and such Agreement constitutes the legal, authorization or order valid and binding obligation of any court or governmental agency or body is required for the Seller enforceable against Seller in accordance with its respective terms, and; (iii) The execution, delivery and performance by the Seller of, or compliance by the Seller with, of this Agreement does not require any further approval or consent of any other person or entity and does not violate the certificate of incorporation or the consummation by-laws of Seller or any applicable law or governmental rule or regulation, and does not violate any provision or constitute a default under any indenture, mortgage, bank loan or credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument, known to such counsel, to which Seller is a party or by which it is bound or any order or judgment applicable to Seller. (c) Buyer shall have received all Seller's legal and equitable title to: (i) each Airframe upon filing with the FAA, the related FAA Xxxx of Sale and delivery of the transactions contemplated by this Agreementrelated Warranty Xxxx of Sale to Buyer, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and and (xii) the consummation each Engine upon execution and delivery of the transactions contemplated by this Agreement are in the ordinary course related Warranty Xxxx of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsSale.

Seller’s Representations and Warranties. The (a) Seller represents, represents and warrants to Buyer as of the Effective Date and covenants to the Purchaser again as of the Closing Date or as of such other date specifically provided hereinthat: (i) Seller has full power and authority to execute, deliver and perform under this Agreement and the Transfer Documents, and no consent of any third party is required in order for Seller is duly organized, validly existing to enter into this Agreement and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its perform Seller's obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loanthere are no actions or proceedings pending or, to sell each Mortgage LoanSeller's knowledge, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by threatened against Seller which may in any manner whatsoever affect the validity or enforceability of this Agreement. The Seller has duly authorized Agreement or any of the Transfer Documents; (iii) the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, the Transfer Documents have not and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a breach of or default under any other agreement, law or result in a material breach or acceleration of, any material contract, agreement or other instrument to court order under which the Seller is a party or which may be applicable to the Seller or its assetsbound; (iv) any existing financing secured by the Seller is not Property or any part thereof will be satisfied and discharged in violation offull as against the Property at or prior to Closing, and any liens or encumbrances upon the execution Property relating thereto will be terminated and delivery released of this Agreement by the record at or prior to Closing; and Seller and its performance and compliance with the terms of this Agreement will does not constitute a violation have any defeasance, lender approval or prepayment obligations with respect toto any such existing financing which will delay the Closing; (v) to Seller's knowledge (1) no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (2) there is no impending or contemplated Condemnation affecting the Property; (3) there are no intended public improvements which will or could result in any charges being assessed against the Property or which will result in a lien upon the Property; and (4) there are no proceedings pending for the increase of the assessed valuation of the Property; (vi) there are no suits or claims pending or, to Seller's knowledge, threatened with respect to or in any manner affecting the Property or the Leases; Purchase and Sale Agreement Xxxxxx Marketplace, Lawton, Oklahoma (vii) Seller has not taken any action to change the present use or zoning of or other entitlements or land-use permissions or restrictions upon the Property, and to Seller's knowledge there are no such proceedings pending; (viii) except as may be detailed in any environmental documents included in Seller's Diligence Materials, Seller has no actual knowledge that there exists or has existed during Seller’s ownership of the Property, and Seller has not caused, any order generation, production, location, transportation, storage, treatment, discharge, disposal, release or decree threatened release upon, under or about the Property of any court Hazardous Materials. "Hazardous Materials" means any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any order material containing asbestos (including, without limitation, vinyl asbestos tile), or regulation of any other substance or material defined as a "hazardous substance" by any federal, state, municipal or governmental agency having jurisdiction over the Seller local environmental law, ordinance, rule or its assetsregulation including, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaserwithout limitation, the Purchaser will have good Federal Comprehensive Environmental Response Compensation and marketable title to the Mortgage Notes and Mortgage LoansLiability Act of 1980, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it ofas amended, the Seller before any courtFederal Hazardous Materials Transportation Act, administrative or other tribunal (A) that might prohibit its entering into this Agreementas amended, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially Federal Resource Conservation and adversely affect the performance by the Seller of its obligations underRecovery Act, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Selleras amended, and the transfer, assignment rules and conveyance regulations adopted and promulgated pursuant to each of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions.foregoing;

Seller’s Representations and Warranties. The (a) Seller representsrepresents and warrants to Buyer, warrants and covenants to the Purchaser as of the Effective Date and at the Closing Date or as of such other date specifically provided hereinDate, the following with respect to itself and the Property owned by it: (i) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this AgreementAgreement by Seller are within Seller’s powers and have been duly authorized by all necessary corporate action. Further, all requisite company action has duly executed been taken in connection with the Closing and delivered the execution and delivery of the instruments referenced in this Agreement and for the consummation of the transaction contemplated hereby and no further approval or consent is required for Seller to execute, deliver or perform this Agreement, . The person whose signature appears below for Seller is duly authorized to execute and assuming due authorization, execution and delivery by the Purchaser, constitutes deliver this Agreement. This Agreement is a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms terms. (ii) Neither the entering into of this Agreement nor the consummation of the transactions contemplated hereby will constitute or result in a violation or breach by Seller of any contract or instrument to which it is a party, or to which it is subject, or by which it or any of its assets or properties may be bound, except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;herein disclosed. (iii) Neither the entering into of this Agreement nor the consummation of the transactions contemplated hereby will constitute or result in a violation or breach by Seller of any judgment, order, writ, injunction or decree issued against or imposed upon it. There is no action, suit, proceeding or investigation pending which would prevent any action contemplated by this Agreement, which would become a cloud on the title to the Property or any portion thereof, or which questions the validity or enforceability of the transaction contemplated by this Agreement or any action taken pursuant hereto before any Court or before or by the Federal, district, county or municipal department, commission, board, bureau, agency or other governmental instrumentality. (iv) All consents and approvals required from third parties in connection with the execution and delivery of this Agreement by the with Seller and the performance by Seller of its obligations hereunder have either been obtained or will be obtained prior to Closing. (v) No condemnation, eminent domain, zoning, landmark, land use or similar proceeding in which Seller has been served with process or of which Seller has otherwise received written notice is pending, or to Seller’s knowledge threatened, with respect to all or any part of the Property. To Seller’s knowledge, there is no casualty affecting the Real Property or any part thereof. (vi) Seller has not instituted, consented to, approved or to Seller’s knowledge otherwise permitted the institution of any proceeding or proceedings to obtain a change in the present zoning affecting and/or appertaining to the Property and, to Seller’s knowledge, no such proceedings are presently pending or contemplated. (vii) There is no pending litigation, arbitration, action, suit, proceeding or claim affecting Seller and compliance with the terms Property or any portion thereof relating to or arising out of this Agreement the ownership, operation, development, use or occupancy of the Property and to Seller’s knowledge there is no such threatened action, suit, proceeding or claim. Seller shall give Buyer prompt notice of any such litigation instituted or threatened, in writing, prior to Closing. (viii) The Property is not subject to any rights of first refusal, rights of first option or any other purchase options in favor of any tenant or third party. (ix) There are no leases, licenses or occupancy agreements and any third party (collectively, “Leases”) or to Seller’s knowledge, rights of occupants or possession affecting the Property. (x) Seller has not entered into any other contract or agreement to sell all or any portion of the Property or any part thereof that is currently in effect and will not violate grant any option, right of first refusal or first opportunity to any party to acquire any right, title or interest in the Property or any portion thereof. (xi) Seller has not received any written notices of violations of any laws, ordinances, codes, regulations, or other requirements of any governmental authority having jurisdiction over the Real Property (including, without limitation, the Environmental Laws, as defined in Article XIII below) that are uncured, except as otherwise disclosed in writing by Seller to Buyer on Schedule 3 attached hereto. (xii) To Seller’s articles knowledge, there has been no release of incorporation or by-laws or constitute a default under or result Hazardous Materials (as defined in a material breach or acceleration ofSection 13) with respect to the Property during the period of Seller’s ownership. Seller has received no written notice of any violation at the Property (including, any material contractwithout limitation, agreement the soil and ground water underneath the Property), from either the United States Environmental Protection Agency or other instrument federal or local governmental authority, concerning any alleged violations of any Environmental Laws (as defined in Section 13) and regulations or any investigation or request for information relating to the handling, packaging, transportation, treatment, storage or disposal of Hazardous Materials on-site or when transported off-site. To Seller’s knowledge, there are no consent orders of agreements to which the Seller or any predecessor-in-interest of Seller is a party which requires remediation of the Property. (xiii) The Seller has not been adjudicated insolvent or which may be applicable bankrupt, or petitioned or applied to any tribunal for the appointment of any receiver or trustee; nor has Seller commenced any proceeding relative to the Seller reorganization, dissolution or its assets;liquidation of the Seller. (ivxiv) the Seller is not a “foreign person” as defined in violation ofSection 1445 of the Internal Revenue Code of 1986, as amended, and the execution Income Tax Regulations thereunder. Seller and delivery of this Agreement each person or entity owning an interest in Seller is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “OFAC List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. None of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined). No Embargoed Person has any interest of any nature whatsoever in Seller (whether directly or indirectly). The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and its performance any Executive Orders or regulations promulgated thereunder with the result that the investment is prohibited by law or is in violation of law. Seller has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. Seller also shall require, and shall take reasonable measures to ensure compliance with the terms of this Agreement will not constitute a violation with respect torequirement, that no person or entity who owns any order other direct interest in Seller is or decree of shall be listed on any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Lists or is or shall be an Embargoed Person. This Section 12(iv) shall not apply to any person or entity to the extent that such person’s or entity’s interest in Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained is through a U.S. Publicly-Traded Entity. As used in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans “U.S. Publicly-Traded Entity” means an entity whose securities are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings againstlisted on a national securities exchange, or investigations known to it ofquoted on an automated quotation system, in the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations underUnited States, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order a wholly-owned subsidiary of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsan entity.

Seller’s Representations and Warranties. The Seller representsrepresents and warrants to Buyer that, warrants and covenants to the Purchaser as of the Closing Date or date of this Agreement (or, as to any information specified in a schedule to have been compiled as of some earlier date, as of such other date specifically provided herein: earlier date): (ia) the Seller is a national bank, duly organized, validly existing organized and in good standing as a corporation under the laws of the State United States of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; America; (iib) the Seller has the requisite power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, perform this Agreement and to enter into and consummate, all consummate the transactions contemplated hereby; all corporate action necessary to be taken by or on the part of Seller to execute, deliver and perform this Agreement. The Seller Agreement and to consummate the transactions contemplated hereby has been duly authorized the execution, delivery and performance of validly taken; and this Agreement, Agreement has been duly executed and delivered this Agreement and this Agreementby, and assuming due authorization, execution and delivery by constitutes the Purchaser, constitutes a legal, valid and binding obligation of the agreement of, Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other insolvency, reorganization, fraudulent transfer, moratorium and similar laws in relation to affecting creditors generally and by the rights availability of creditors generally; equitable remedies; (iiic) the execution The execution, delivery and delivery performance by Seller of this Agreement by the Seller do not, and the performance consummation by Seller of and compliance the transactions contemplated hereby will not, violate or conflict with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws bylaws of Seller, or constitute a default under any law or result in a material breach regulation currently applicable to Seller, or acceleration of, any material contract, agreement or other instrument instrument, or currently applicable award, order, judgment or decree to which the Seller is a party or by which may be applicable it is bound, or require any filing by Seller with, or authorization, approval, consent or other action with respect to Seller by, any governmental agency except such as have been made or obtained and are in full force and effect or as identified in this Agreement; (d) Upon payment by Buyer of the amounts specified in Articles 2 and 3 in the manner and at the times provided therein to Seller's knowledge, Buyer shall acquire good and indefeasible title to the Seller or its assets; (iv) Real Estate and valid title to the Seller is not in violation ofother Assets, free and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree clear of any court lien, charge, encumbrance, option or any order adverse claim except for permitted exceptions and as set forth in Schedule 7.1(h); (e) Except as set forth in Schedule 7.1(e), there is no litigation, claim, action, suit or regulation of any federalproceeding pending, stateor to Seller's knowledge, municipal or governmental agency having jurisdiction over the Seller or its assetsthreatened, which violation might have consequences that which, if adversely determined, would materially and adversely affect the condition (financial or otherwise) use of the Assets or the operation of Liabilities, constitute a material lien or encumbrance on the Seller Assets or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement; (f) Schedule 7.1(f) lists the names of all Employees of the Branches as of the date specified thereon and states for each such individual his or her position, dates of employment with Seller and years of service; (g) Seller has not paid or agreed to pay any fee or commission to any agent, broker, finder or other person for or as a result of services rendered as a broker or finder in connection with this Agreement or the transactions covered and contemplated hereby, except for such consentsfees or commissions for which Seller is solely responsible for payment. Except as expressly provided herein, approvalsBuyer shall not have any responsibility or liability for any fees, authorizations expenses or orderscommissions payable to any person, if any, that have been obtained; and (x) the consummation of firm or corporation in connection with this Agreement or the transactions contemplated by this Agreement are hereby, insofar as any such claim is alleged to be based upon any conversation or contract with Seller; (h) Seller has valid title to all the Assets, free and clear of all Liens except as set forth in the ordinary course of business Schedule 7.1(h). Except as set forth in Schedule 7.1(h), no person or entity other than Seller has any right, title or interest in and to any of the Assets; (i) To Seller's knowledge, Schedule 7.1(i) contains the legal description for and the common address of all Real Estate. Seller has received no notice, or is not otherwise aware of, any proposed condemnation or eminent domain proceeding with respect to the Real Estate or the Real Estate Improvements or any portion thereof. To the best of Seller's knowledge, during the period of Seller's ownership, neither the operation of the Branches by Seller nor any condition of the Real Estate or Real Estate Improvements violates or has violated any Environmental Law. Seller has not received any notice, demand or claim that, and to Seller's knowledge, Seller is not now nor has it ever been the transfersubject of any investigation, assignment and conveyance allegation, action, suit, injunction, order, consent, decree, penalty, fine or proceeding claiming that, Seller's operation of the Mortgage Notes Branches or the condition of the Real Estate and Real Estate Improvements are or were in violation of or otherwise are alleged to have liability under any Environmental Law, including, without limitation, responsibility for the Mortgages cleanup or other remediation of any Hazardous Materials at, on, beneath or originating from the Real Estate or Real Estate Improvements; (j) To the best of Seller's knowledge, Seller has not directly or indirectly through the actions of any officer, Employee, agent or independent contractor, communicated with any customer of the Branches soliciting or encouraging such customer to transfer Deposits to any of Seller's other operations. Seller has furnished Buyer true and complete copies of financial and other information regarding the Assets and Liabilities and other aspects of the operation of the Branches. To Seller's knowledge, such information discloses all material facts relating to the Assets and Liabilities and other aspects of the operation of the Branches; (k) To the best of Seller's knowledge, Seller is not in violation of any written covenant or agreement related to any Account or any of the Deposits; and (l) The Assumed Deposits are insured by the Seller pursuant to this Agreement are not and subject to the bulk transfer or any similar statutory provisionsregulations of the Federal Deposit Insurance Corporation.

Seller’s Representations and Warranties. The Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer that: (ia) the Seller it is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State state of Delaware Delaware; (b) it is duly qualified to do business and is and will remain in compliance with the laws of each state good standing in every jurisdiction in which any Mortgaged Property such qualification is located required for purposes of this Agreement; (c) it has the full right, corporate power and authority to the extent necessary enter into this Agreement and to fulfill perform its obligations hereunder; (iid) the Seller has execution of this Agreement by its Representative whose signature is set forth at the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and performend of this Agreement, and to enter into and consummatethe delivery of this Agreement by Seller, all transactions contemplated by this Agreement. The Seller has have been duly authorized by all necessary corporate action on the part of Seller; (e) the execution, delivery delivery, and performance of this Agreement by Seller will not violate, conflict with, require consent under or result in any breach or default under (i) any of Seller’s organizational documents (including, without limitation, its Certificate of Incorporation, Bylaws, Voting Agreement or Investors’ Rights Agreement, as such may be amended from time to time), (ii) any material Law; or (iii) with or without notice or lapse of time or both, the provisions of any Seller Contract; (f) this Agreement has duly been executed and delivered this Agreement by Seller and this Agreement, and (assuming due authorization, execution and delivery by Xxxxx) constitutes the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency insolvency, reorganization, moratorium, or reorganization or other similar laws in relation and equitable principles related to or affecting creditors’ rights generally or the rights effect of creditors generallygeneral principles of equity; (iiig) the execution and delivery of this Agreement by the Seller and the performance of and it is in material compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be all Laws applicable to the Seller manufacture or its assets; (iv) sale of the Licensed Products within the Field, and has obtained all Permits that Seller is not in violation of, and the execution and delivery of required to obtain pursuant to this Agreement by for the Seller exercise of its rights and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in under this Agreement; (vih) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are it is not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtainedinsolvent; and (xi) the consummation of the transactions contemplated by this Agreement are all financial information that it has provided to Buyer is true and accurate and fairly represents Seller’s financial condition in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsall material respects.

Seller’s Representations and Warranties. The Seller represents, hereby represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer that: (i) the a. Seller is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder;Illinois. (ii) the b. Seller has the full corporate power and authority to hold each Mortgage Loanenter into this Agreement, to sell each Mortgage Loan, to execute, deliver and performperform its obligations hereunder, and to enter into and consummate, all consummate the transactions contemplated by this Agreement. The hereby. c. Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally; (iii) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title and is the sole and exclusive owner of all right, title and interest in and to all of the Mortgage Notes and Mortgage LoansEquipment, free and clear of all liens Liens (as defined below), leases, options, covenants, conditions, agreements, claims, and other encumbrances of every kind, and there exists no restriction on the use or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors transfer of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale Equipment. None of the Mortgage Loans Equipment is in the possession of others or held on consignment by any person. d. No consent or permit from any third party is necessary to transfer the Equipment, and there exists no restriction on the transfer of the Equipment or the consummation of the transactions contemplated hereby. There exists no condition, restriction or reservation affecting the title to or utility of the Equipment which would prevent Buyer from using or leasing the Equipment, or any part thereof, to the same extent that Seller could continue to do so if the transactions contemplated hereby did not take place. e. Seller has delivered to Buyer all material records relating to the Equipment, including without limitation all warranties, if any, maintenance records, production time records, spare parts records and copies of all warranty and service agreements. f. Seller is not subject to or bound by this Agreement any contract, Lien (as defined below), or (C) that might prohibit law, nor any provision of any government permit, franchise, or materially and adversely affect the performance by the Seller license or any provision of its obligations underarticles of incorporation or by-laws, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order that would prevent the carrying out of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the transactions contemplated hereby. The consummation of the transactions contemplated by hereby will not result in the creation of any Lien against Seller or upon any of the Equipment. For the purposes of this Agreement, except for such consents“Lien” shall mean any lien, approvalssecurity interest, authorizations mortgage, indenture, deed of trust, pledge, charge, adverse claim, restriction or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsother encumbrance.

Seller’s Representations and Warranties. The In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller represents, warrants makes the following representations and covenants warranties to the Purchaser as of the Closing Date or as of such other date specifically provided hereinBuyer: (ia) the Seller is a limited liability company duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware Delaware, and is and will remain duly qualified to transact business in compliance with the laws Commonwealth of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Virginia. Seller has the legal right, power and authority to hold each Mortgage Loan, enter into this Agreement and to sell each Mortgage Loan, to execute, deliver and performconsummate the transactions contemplated hereby, and to enter into the execution, delivery and consummate, all transactions contemplated by performance of this Agreement. The Seller has Agreement have been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generally;otherwise expressly set forth herein. (iiib) the execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, There is no agreement or other instrument to which the Seller is a party or to Seller’s Actual Knowledge binding on Seller which may be applicable to would prevent Seller from consummating the Seller or its assets;transaction contemplated by this Agreement. (ivc) the To Seller’s Actual Knowledge, except as disclosed in Schedule 4 attached hereto and made a part hereof, Seller is not has received no written notice of any pending actions, suits, proceedings, or claims threatened in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order by or regulation of before any federal, state, county, or municipal department, commission, board, bureau, agency, or other governmental agency having jurisdiction over the instrumentality which would prevent consummation by Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller sale of the Property or its assets or might have consequences that would materially and adversely affect the performance of its any of Seller’s other obligations and duties hereunder;hereunder to be performed prior to, at, or after Closing. (vd) To Seller’s Actual Knowledge, except as disclosed in Schedule 4 attached hereto and made a part hereof, Seller has not received any written notice from any governmental agency of any violation of any laws, ordinances, rules or administrative or judicial orders affecting or regarding the Property, including with regard to any environmental matters affecting the Property. (e) To Seller’s Actual Knowledge, neither Seller does not believenor any of its respective affiliates or constituents, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative their respective brokers or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of agents acting in any capacity in connection with the transactions contemplated by this Agreement is or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of restrictions and prohibited persons (“Prohibited Persons”) (which lists can be accessed at the following web address: hxxx://xxx.xxxxxxx.xxx/xxxxxxx/ enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (Cc) engaging in or conspiring to engage in any transaction that might prohibit evades or materially and adversely affect the performance by the Seller of its obligations underavoids, or validity has the purpose of evading or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller ofavoiding, or compliance by the Seller withattempting to violate, this Agreement or the consummation any of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are prohibitions set forth in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsU.S. anti-money laundering law.

Seller’s Representations and Warranties. The 3.5.1 Seller represents, represents and warrants and covenants to the Purchaser as of the Closing Date or as of such other date specifically provided hereinthat: (ia) the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; (ii) the Seller it has the power full right, power, and authority to hold each Mortgage Loanenter into, execute and deliver this Agreement, and, subject to Section 3.2(c), to sell each Mortgage Loan, to execute, deliver perform all duties and perform, and to enter into and consummate, all transactions contemplated by obligations imposed on it under this Agreement. The , except to the limited extent, if any, specifically and expressly set forth in this Agreement and Seller has duly authorized obtained all necessary corporate, partnership or other organizational authorizations required in connection with the execution, delivery and performance of this AgreementAgreement and the transaction contemplated herein and, subject to Section 3.2(c), has duly executed obtained the consent of all entities and delivered parties (whether private or governmental) necessary to bind Seller to this Agreement and Agreement; (b) subject to Section 3.2(c), neither the execution nor the delivery of this Agreement, and assuming due authorization, execution and delivery by nor the Purchaser, constitutes a legal, valid and binding obligation consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller, enforceable against it or any shareholder, partner or related entity or affiliate of Seller, is a party or by which Seller, any shareholder, partner or related entity or affiliate of Seller, or any of Seller’s assets is bound; (c) the Rent Roll delivered to Purchaser in accordance with its terms Schedule 1 is accurate in all material respects as of the date thereon, there are no security deposits other than those set forth on the Rent Roll, and no tenant has been given free rent, any concession in the payment of rent or any abatement in the payment of rent, except as set forth in the enforceability Rent Roll; (d) the list of Operating Contracts to be provided to Purchaser will be complete and accurate in all material respects as of the date thereon, and Seller has not received any written notice of Seller’s default under such Operating Contracts which remains uncured; (e) the Leases, or copies thereof, provided or otherwise made available to Purchaser are true and complete in all material respects; (f) except as set forth in Schedule 2, there are no agreements with tenants or others providing for payment after the Closing by Seller of tenant improvement or similar allowances; (g) to Seller’s knowledge, there is not now pending any action, suit, or proceeding (including, but not limited to, condemnation or similar proceedings) before any court or governmental agency that would adversely affect the Property, or the operation thereof may be limited (except those actions or proceedings that are covered by bankruptcySeller’s liability insurance coverage and or landlord/tenant matters is the ordinary course of business); (h) to Seller’s knowledge, insolvency Seller has not received written notice that the Property or reorganization the use thereof violates any governmental law or regulation that remains uncured and that would have a materially adverse effect on the use and operation of the Property; (i) to Seller’s knowledge, neither Seller nor, to Seller’s knowledge, any partner of Seller, is the subject of, or has received any written notice of or threat that the Seller or any such partner has or will become the subject of, any reorganization, liquidation, dissolution, receivership or other similar action or proceeding under the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq., or any other federal, state or local laws in relation to affecting the rights of debtors and/or creditors generally, whether voluntary or involuntary and including, without limitation, proceedings to set aside or avoid any transfer or any interest in property or obligations, whether denominated as a fraudulent conveyance, preferential transfer or otherwise, or to recover the value thereof or to charge, encumber or impose a lien thereon; (iiij) Seller is not a “foreign person” within the execution and delivery meaning of this Agreement by Section 1445 of the Seller Internal Revenue Code of 1986, as amended, and the performance regulations promulgated thereunder; (k) Seller has no employees and no pension plans or employee benefit plans; (l) except as set forth on Schedule 3, there are no agreements providing for payment after the Closing by Seller of leasing commissions or fees with respect to procuring tenants for the Property; and (m) Rxxxxx Xxx and compliance Rxxxxx Xxxxxxx (“Lay” and “Bxxxxxx”) are the two persons within Seller’s asset management organization who have primary responsibility within such organization for oversight of the operation and management of the Property. 3.5.2 The Seller’s representations and warranties set forth in Section 3.5.1 shall survive the Closing for a period of one hundred eighty (180) days (the “Survival Period”). If any Leases or Operating Contracts which have been exhibited to Purchaser or its representatives contain provisions that are inconsistent with the representations set forth in Section 3.5(c), (d), (e) and (f) above, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of the Leases and Operating Contracts. As a condition precedent to Purchaser’s obligation to close the purchase and sale transaction contemplated in this Agreement, Seller’s representations and warranties contained herein must remain and be true and correct in all material respects as of the Closing Date, unless such representations and warranties have changed by reason of facts or circumstances which pursuant to the terms of this Agreement will are permitted to have occurred (e.g., the Seller entering into a new Operating Contract in accordance with this Agreement, Seller terminating or entering into a new Lease in accordance with this Agreement, tenant defaults, vacancies, etc.) 3.5.3 Prior to the Closing Date, Seller shall notify Purchaser in writing of any facts, conditions or circumstances which render any of the representations and warranties set forth in Section 3.5.1 in any way inaccurate, incomplete, incorrect or misleading. The parties agree that if on or prior to Closing Purchaser becomes aware (either by way of Seller’s notice or otherwise) that any representation or warranty of Seller is inaccurate, incomplete, incorrect or misleading, and whether or not violate Purchaser elects to close the transaction (as opposed to terminating this Agreement), Purchaser shall have no claim against Seller in connection with a breach of such representation or warranty and shall not look to Seller and/or Seller Related Parties (as hereinafter defined) for any redress or relief thereof. The Purchaser may not assert a claim against the Seller and/or Seller Related Parties if at the time of the Closing the Purchaser had knowledge of such breach and nonetheless proceeded with the Closing. Purchaser and Seller agree that if subsequent to the Closing Purchaser first becomes aware that any representation or warranty of Seller is inaccurate, incomplete, incorrect or misleading, Purchaser shall have no claim against Seller and/or Seller Related Parties in connection with a breach of such representation or warranty and shall not look to Seller and/or Seller Related Parties for any redress or relief thereof unless (i) a claim is made by Purchaser against Seller for breach of such representation or warranty before the expiration of the Survival Period and (ii) Purchaser’s damages as a result of such breach are reasonably estimated to aggregate at least $50,000. 3.5.4 Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of the Seller for breaches of the representations and warranties herein or the Seller’s articles Estoppel Certificate(s) (as hereinafter defined) shall not exceed $350,000 (the “Maximum Amount”). At Closing, at Seller’s option, Seller will either deliver to Purchaser a separate guaranty of incorporation Seller’s parent, Sterling American Property IV L.P., for the Maximum Amount or by-laws maintain such amount in (cash or constitute letter of credit) a default separate escrow with the Escrow Agent for the duration of the Survival Period (or if longer, until the resolution of the applicable claim). Purchaser and Seller agree that the words “Seller’s knowledge” and words of similar import shall mean the current actual knowledge of Lay and/or Bxxxxxx, without any independent investigation on their part to determine the existence or absence of such facts, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon Lay and Bxxxxxx any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. 3.5.5 Notwithstanding anything in this Agreement to the contrary, any liability of Seller to Purchaser under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery respect of this Agreement by after the Seller and its performance and compliance with Closing shall not exceed the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings against, or investigations known to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsMaximum Amount.

Seller’s Representations and Warranties. The In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller represents, warrants makes the following representations and covenants to the Purchaser warranties as of the Closing Effective Date or and continuously as of such other date specifically provided hereinthe Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which shall survive Closing: (i) Seller, at the Seller time of execution of this Agreement, is duly organized, validly existing and in good standing as a corporation under the laws legal possession of the State of Delaware Property and holds title to the Property in fee simple absolute and is the lawful owner of and will remain in compliance with the laws of each state in which any Mortgaged Property is located has good, indefeasible title to the extent necessary to fulfill its obligations hereunder;Property. (ii) the Seller has the power legal power, right and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver enter into this Agreement and performthe instruments referenced herein, and to enter into and consummateconsummate the transaction contemplated hereby. (iii) By the Closing, all transactions such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. The . (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer and Title Company of true and complete copies of each requisite action or authorization (corporate, trust, partnership or otherwise) that has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered been taken by Seller or will be taken (immediately after taking such action prior to Closing) when in connection with entering into this Agreement and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Sellerinstruments referenced herein. (iv) The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation right and actual authority to bind Seller to the rights of creditors generally;terms and conditions hereof and thereof. (iiiv) Neither the execution and delivery of this Agreement by the Seller and the performance documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of and the transaction contemplated herein, nor compliance with the terms of this Agreement will not violate and the Seller’s articles documents or instruments referenced herein or therein conflict with or result in the material breach of incorporation any terms, conditions or by-laws provisions of, or constitute a default under or result in a material breach or acceleration ofunder, any material bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or other instrument (a) to which the Seller is a party party, or (b) that affect the Property of which may be applicable to the Seller has actual or its assets; (iv) the Seller is constructive knowledge, including, but not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect limited to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;Property Documents. (vi) To the Seller has goodbest of Seller’s actual knowledge, marketable and indefeasible title to there are no actions, suits, claims, legal proceedings, or any other proceedings affecting the Mortgage LoansProperty or any portion thereof, free and clear of at law, or in equity before any and all lienscourt or governmental agency, pledges, charges domestic or security interests of any nature encumbering the Mortgage Loans and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances;foreign. (vii) To the Mortgage Loans are not being transferred by the Seller with any intent to hinderbest of Seller’s actual knowledge, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings againstpending or threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or investigations known affecting Seller’s ability to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit fulfill all of its entering into obligations under this Agreement. (viii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or other than Buyer, materially and adversely affect affecting the performance by the Seller of its obligations underProperty, or validity any part thereof, or enforceability ofany interest therein, this Agreement;which will survive the Closing. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (ix) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property. To the best of Seller’s actual knowledge, no consentdocument supplied to Buyer by Seller contains any untrue statement of a material fact, approvaland to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, authorization or order of any court or governmental agency or body is required for in the executioncircumstances, delivery and performance by to make the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; anddocument supplied not misleading. (x) To the consummation best of Seller’s actual knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) Except as may be revealed in the Proforma Title Policy and the Property Documents delivered to Buyer by Seller, to the best of Seller’s actual knowledge, there are no contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the transactions contemplated by this Agreement Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) Except as revealed in the ordinary course Proforma Title Policy and the Property Documents delivered to Buyer by Seller, to the best of business Seller’s actual knowledge, there are not any written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and except to the extent expressly otherwise agreed by Buyer, no person other than Buyer shall have any right of possession to the Property or any part thereof as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in the Property (or any part thereof), or grant any other rights of access, use or occupancy to the Property (or any part thereof) without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and absolute discretion. (B) Seller further agrees to indemnify, defend and hold Buyer harmless and reimburse Buyer for any and all of its losses and expenses occasioned by reason of any leases, licenses, easements or other rights of access with respect to the Property granted by Seller to third parties after the Effective Date. (xiv) Except as revealed in the Proforma Title Policy and the Property Documents delivered to Buyer by Seller pursuant to Section 4(a), Seller shall not allow, consent to, or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (xv) Neither Seller nor, to the best of Seller’s knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. (xvi) To the best of Seller’s actual and/or constructive knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environmental Quality Act, and the rules, regulations, and ordinances of the City, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus (xvii) Until the Closing, Seller shall, upon learning of any fact or condition, which would cause any of the warranties and representations in this Section not to be true as of the close of Escrow, immediately give written notice of such fact or condition to Buyer. As used herein, the term “actual knowledge” shall mean the actual, current knowledge of Seller and shall not impose any duty of investigation or inquiry and the term “constructive knowledge” shall mean implied knowledge due to any notice or other document addressed to and evidenced to have been sent to Seller, and any other document in the transfer, assignment Seller’s possession and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionscontrol.

Seller’s Representations and Warranties. The 4.1 Seller represents, represents and warrants and covenants to the Purchaser Buyer (as of the Closing Settlement Date or as of such other date and, where specifically provided hereinindicated, the Agreement Date) that: (a) Seller (i) is, and was on the Seller is Agreement Date, duly organized, organized and validly existing and in good standing as a corporation under the laws of the State its jurisdiction of Delaware and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to fulfill its obligations hereunder; organization or incorporation, (ii) is, and was on the Seller has Agreement Date, in good standing under such laws and (iii) has, and had on the Agreement Date, full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and perform its obligations under the Transaction Documents to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the which it is or will become a party. (b) Seller’s execution, delivery delivery, and performance of this Agreementthe Transaction Documents to which it is or will become a party have not resulted, has did not result on the Agreement Date and will not result in a breach or violation of any provision of (i) Seller’s organizational documents, (ii) any statute, law, writ, order, rule or regulation of any Governmental Authority applicable to Seller, (iii) any judgment, injunction, decree or determination of any Governmental Authority applicable to Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument to which Seller may be a party, by which Seller may be bound or to which any of the assets of Seller is subject. (A) The Transaction Documents to which Seller is, and was on the Agreement Date, a party (i) have been duly and validly authorized, executed and delivered this Agreement by Seller and this Agreement, and assuming due authorization, execution and delivery by (ii) are the Purchaser, constitutes a legal, valid and binding obligation obligations of the Seller, enforceable against it Seller in accordance with its terms their respective terms, except as the that such enforceability thereof against Seller may be limited by bankruptcy, insolvency or reorganization insolvency, or other similar laws of general applicability affecting the enforcement of creditors’ rights generally and by a court’s discretion in relation to the rights of creditors generally;equitable remedies; and (iiiB) Other than the execution Participation Required Consents or, in connection with an Elevation, the Elevation Required Consents, no notice to, registration with, consent or approval of or any other action by any relevant Governmental Authority or other Entity is, will be or was on the Agreement Date required for Seller to execute, deliver, and delivery perform its obligations under, the Transaction Documents to which Seller is or will become a party. (d) Seller is the sole legal and beneficial owner of this Agreement by and has good title to each of the Seller Loans, the Commitments (if any) and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) the Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder; (v) the Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has good, marketable and indefeasible title to the Mortgage Loans, Transferred Rights free and clear of any and all liens, pledges, charges or security interests Encumbrance. (i) The outstanding principal amount(s) of any nature encumbering the Mortgage Loans and upon the payment principal amount(s) of the Commitments (if any) and Unfunded Commitments (if any) as of the Settlement Date are accurately stated in the Transaction Specific Terms, (ii) any PIK Interest that accreted to the principal amount of the Loans on or after the Trade Date but on or prior to the Settlement Date is specified in the Annex and is a proportionate share of PIK Interest that accreted during such period to all of Seller’s loans of the same tranche under the Credit Agreement as the Loans, and (iii) all PIK Interest and any other paid-in-kind interest (if any) that accreted to the principal amount of the Loans after the applicable settlement date on which Seller acquired the Loans but on or prior to the Settlement Date is included in the outstanding principal amount(s) of the Loans listed in the Transaction Specific Terms. (f) The amounts utilized in calculating the Purchase Price, as specified in the Funding Memorandum (if any), are true and correct as of each applicable date, and the Purchase Price by has been calculated in accordance with the Purchaser, the Purchaser will have good and marketable title Confirmation. (g) Seller (i) is a sophisticated Entity with respect to the Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors sale of the Seller; Participation and the retention of the Retained Obligations, (viiiii) there are no actions or proceedings againsthas adequate information concerning the business and financial condition of Borrower and Obligors to make an informed decision regarding the sale of the Participation and the retention of the Retained Obligations and (iii) has independently and without reliance upon Buyer, or investigations known and based on such information as Seller has deemed appropriate, made its own analysis and decision to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering enter into this Agreement, (B) seeking to prevent except that Seller has relied upon Buyer’s express representations, warranties, covenants, agreements and indemnities in this Agreement. Seller acknowledges that Bxxxx has not given Seller any investment advice, credit information or opinion on whether the sale of the Mortgage Loans Participation or the consummation retention of the Retained Obligations is prudent. (h) Seller acknowledges that (i) Buyer currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Retained Obligations, Borrower, Obligors or any of their respective Affiliates that is not known to Seller and that may be material to a decision to sell the Participation and to retain the Retained Obligations (“Seller Excluded Information”), (ii) Seller has determined to sell the Participation and to retain the Retained Obligations notwithstanding its lack of knowledge of Seller Excluded Information and (iii) Buyer shall have no liability to Seller or any Seller Indemnitee, and Seller waives and releases any claims that it might have against Buyer or any Buyer Indemnitee whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information in connection with the Transaction; provided, however, that Seller Excluded Information shall not and does not affect the truth or accuracy of Buyer’s representations or warranties in this Agreement. (i) Seller is an “accredited investor” as defined in Rule 501 under the Securities Act. Without characterizing the Participation as a “security” within the meaning of applicable securities laws, Seller has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Participation in violation of any applicable securities laws. (j) At least one of the following is true: (i) no interest in the Participation is being sold by or on behalf of one or more Benefit Plans, (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions contemplated determined by this Agreement independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds), and PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers) is applicable with respect to the sale of the Participation, or (Ciii) that might prohibit or materially and adversely affect the performance Participation is being sold by the Seller from a fund managed by a Qualified Professional Asset Manager within the meaning of its obligations underPart VI of PTE 84-14, or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order such Manager made the investment decision on behalf of any court or governmental agency or body is required for the execution, delivery and performance Seller to sell the Participation to Bxxxx as contemplated by the Seller ofConfirmation, or compliance by and the Seller with, this Agreement or the consummation sale of the transactions contemplated by this AgreementParticipation satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) and to the consummation best knowledge of the transactions contemplated by this Agreement are in individual making the ordinary course of business investment decision to transfer the Participation on behalf of the Seller, and the transfer, assignment and conveyance requirements of subsection (a) of Part I of PTE 84-14 are satisfied. (k) If as of the Mortgage Notes Trade Date Buyer was not a Lender and if “Yes” is specified opposite “Delivery of Credit Documents” in the Mortgages Transaction Summary, Seller provided to Buyer, on or prior to the Settlement Date (i) the Credit Agreement and all intercreditor agreements, subordination agreements, waivers and amendments executed in connection therewith, in each case as currently in effect, and (ii) any other Credit Documents reasonably requested by Buyer. 4.2 Except as expressly stated in this Agreement, Seller makes no representations or warranties, express or implied, with respect to the Transaction. 4.3 Seller acknowledges that: (a) its sale of the Participation to Buyer is a true and irrevocable sale; (b) Seller shall have no recourse to the Transferred Rights or the Participation except to the extent (if any) permitted pursuant to Section 8.8; and (c) Seller shall have no recourse to Buyer, except for (i) Buyer’s breaches of its representations, warranties or covenants and (ii) Buyer’s indemnities, in each case as expressly stated in this Agreement are not subject to the bulk transfer or any similar statutory provisionsAgreement.