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 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 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 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 (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, 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 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 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 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 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 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, 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 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 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 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, 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 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 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 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 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. (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 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, 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, 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 As a material inducement for the Company to enter into this Agreement, Seller represents, hereby represents and warrants and covenants to the Purchaser Company as of the effective date of this Agreement and as of the Closing Date or as of such other date specifically provided hereinthe following: (ia) the Seller is duly organized, validly existing the sole record and in good standing as a corporation under the laws beneficial owner of the State Shares, free and clear of Delaware all liens, pledges, encumbrances, claims, security interests, options and is charges, and will remain Seller has full legal right, power, authority and capacity to sell, transfer and deliver the Shares to the Company in compliance accordance with the laws terms and provisions of each state in which any Mortgaged Property is located this Agreement. (b) At the Closing, title to the extent necessary Shares shall pass to fulfill its obligations hereunder;the Company free and clear of any pledge, lien, security interest, encumbrance, claim, option or charge of any kind, and the Company shall be entitled to all rights relating to the ownership of the Shares. (iic) Seller fully understands, acknowledges and agrees that the consummation of the transaction contemplated by this Agreement may cause Seller to be subject, immediately upon such consummation, to substantial income tax liabilities with respect to which the Company shall have no liability or responsibility whatsoever. With regard to any and all of such income tax liabilities, Seller has sought and obtained advice and recommendations from Seller’s own individual tax experts/advisers and has received no such advice or recommendations from the Company or any of the Company’s tax experts/advisers or other representatives or agents (including the Company’s legal counsel). (d) Seller has all the necessary power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, enter into this Agreement and to enter into and consummate, all transactions consummate the transaction contemplated by this Agreement. The . (e) 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;. (iiif) the The execution and delivery of this Agreement by the Seller and the performance and consummation of and compliance with the terms of transaction contemplated by this Agreement will not conflict with or 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 contract or other instrument to which the Seller is a party or by 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 provisionsbound.

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, 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 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. 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 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 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, hereby represents and warrants and covenants the following to TERRA NOSTRA: a) Biointégra is duly incorporated under the Purchaser as laws of the Closing Date or as Province of such other date specifically provided herein: (i) the Seller Québec and 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 hereundersuch laws; (iib) the Seller Todorova and Xxxxxxxx has the power good and sufficient authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into this Agreement on the terms and consummate, all conditions set forth herein; c) neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict in any material respect with, or result in any material breach of, the terms, conditions, or provisions of or will constitute a material default under the constating documents of Todorova and Xxxxxxxx or any instrument, agreement or contract to which it is party or by this Agreement. The Seller has duly authorized which it is bound; d) no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with 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 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 (Chereby; e) that might prohibit or materially Todorova and adversely affect Xxxxxxxx are not a “U.S. Person” as defined under Regulation S made under the performance by 1933 Act; f) Todorova and Xxxxxxxx were outside the Seller United States at the time of its obligations under, or validity or enforceability of, execution and delivery of this Agreement; g) the TERRA NOSTRA Payment Shares are not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States; h) hedging transactions involving the TERRA NOSTRA Payment Shares may not be conducted unless in compliance with the 1933 Act; i) The seller acknowledges that the TERRA NOSTRA Payment Shares have not been and will not be registered under the 1933 Act and that the TERRA NOSTRA Payment Shares are being issued to Todorova in reliance on exemptions from such registration and that the TERRA NOSTRA Payment Shares may not be offered or sold in the United States or to U.S. Persons without registration under the 1933 Act or compliance with requirements of an exemption from registration; j) Todorova agrees that all of the certificates representing the TERRA NOSTRA Payment Shares shall have endorsed thereon a legend to the following effect: “THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (ixTHE “1933 ACT”) no consentOR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED FOR SALE, approvalSOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) TO THE COMPANY, authorization (ii) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.” and that TERRA NOSTRA will refuse to register any transfer of the TERRA NOSTRA Payment Shares not made (i) in accordance with Regulation S, (ii) pursuant to registration under the 1933 Act or order (iii) pursuant to an available exemption from registration under the 1933 Act; k) The seller is acquiring the TERRA NOSTRA Payment Shares as principal for its own account for investment only, not for the benefit of any court other person, and not with a view to the resale or governmental agency distribution of all 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 any of the transactions contemplated by this Agreement, except for TERRA NOSTRA Payment Shares; l) The seller has such consents, approvals, authorizations or orders, if any, that have been obtainedknowledge and experience in financial and business affairs so as to be capable of evaluating the merits and risks of its investment in Terra Nostra Shares and is able to bear the economic risk of loss of such investment; and (xm) Todorova and Xxxxxxxx has been provided with the consummation opportunity to ask questions and solicit information concerning the business and financial condition of the transactions contemplated by this Agreement are in the ordinary course of business of the SellerTERRA NOSTRA, has utilized such access to its full satisfaction, 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 provisionshas received from TERRA NOSTRA all information that it has requested.

Seller’s Representations and Warranties. The Each individual Seller representshereby represents and warrants, warrants and covenants severally but not jointly, to the Purchaser Buyers as of the Closing Date or date hereof and as of such other the date specifically provided hereinof the release of Seller Common Stock to the Buyers pursuant to this SPA: (ia) He has the requisite power and authority, to own 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 LoanCommon Stock, to sell each Mortgage Loan, to execute, deliver and performexecute the SPA, and to enter into deliver the Seller Common Stock to Buyers. (b) This SPA is a valid and consummatebinding obligation of such Seller, all transactions contemplated by this Agreementenforceable against such Seller. The sale of the Seller has duly authorized Common Stock to be sold by him hereunder is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. (c) To the best of Seller’s knowledge, 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 SPA, and the transfer and sale of this Agreement the Seller Common Stock by such Seller, will not violate any law, rule, regulation, order, or decree of any governmental authority to which such Seller is subject, nor result in a material breach of any contract to which such Seller is bound and to which the Seller Common Stock to be sold by him hereunder is subject, nor result in a violation or breach by such Seller of any judgment, order, writ, injunction or decree issued against or imposed upon such Seller’s articles of incorporation or by-laws or constitute a default under or , nor result in a material breach or acceleration default under (or an event that, with giving of notice or passage of time or both, would constitute a breach of or default under), or termination of, or accelerate the performance required by, nor result in the creation or imposition of, any material security interest, lien, charge, issuer offset or other encumbrance upon the Seller Common Stock to be sold by him hereunder under any contract, instrument or agreement or other instrument to which the such Seller is a party or by which may be applicable to the such 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;Common Stock to be sold by him hereunder are bound. (vd) 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 He 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 Seller Common Stock to be sold by him hereunder, and Mortgage Loans, such Seller Common Stock is free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hindermortgage, delay or defraud any creditors of the Seller; (viii) there are no actions or proceedings againstlien, or investigations known to it ofpledge, the Seller before any courtcharge, administrative claim, rights, issuer offset 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 encumbrance 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; 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 any restrictions on transfer or any similar statutory provisionsunder applicable securities laws.

Seller’s Representations and Warranties. The (a) Seller represents, represents and warrants and covenants to the Purchaser Buyer that, as of the Closing Effective Date or as of such other date specifically provided herein: the Agreement, the Seller knows of no (i) existing violations of any environmental laws at the Seller is duly organizedFacility, 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; including those governing Hazardous Substances or (ii) the Seller has the power and authority to hold each Mortgage Loanpending, to sell each Mortgage Loanongoing, to executeor unresolved administrative or enforcement investigations, deliver and performcompliance orders, and to enter into and consummateclaims, all transactions contemplated by this Agreement. The Seller has duly authorized the executiondemands, delivery and performance of this Agreementactions, 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; (iiilitigation brought by a Government Agency(ies) 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 third parties alleging violations of any court environmental law 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 permit 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;Facility as contemplated by this Agreement. (vb) Seller represents and warrants to Buyer as of each Delivery Date that (i) 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; RECs Delivered hereunder are registered with the Tracking System; (viii) the Seller has good, good and marketable and indefeasible title to the Mortgage LoansRECs, free and clear of any and all liens, pledgesTaxes, charges claims, security interests, or security interests of other encumbrances; (iii) Seller has not sold or otherwise transferred, and will not sell or otherwise transfer, the Environmental Attributes sold to Buyer under this Agreement to any nature encumbering other Person or entity or report the Mortgage Loans and upon Environmental Attributes sold to Buyer under this Agreement for its own account; (iv) the payment RECs (consisting of the Purchase Price Environmental Attributes to the extent defined hereunder and the Product Reporting Rights) sold to Buyer under this Agreement will not be used or credited toward any other purpose, including, without limitation, another voluntary or mandatory program in any state, at the federal level, or otherwise; (v) it has not taken any action that would be considered to have claimed or retired the RE Cs or otherwise impaired or prejudiced the ability of the Buyer or its assignee to use the RECs to comply with any Applicable Program; and (v) the RECs Delivered hereunder were produced by the PurchaserFacility and sold hereunder in tandem with the Net Energy associated with such RECs. (c) Except as provided in Sections 15.l(b) and 15.l(d) below, Seller represents and warrants that the Purchaser Facility is and will have good and marketable title to remain throughout the Mortgage Notes and Mortgage Loans, Term of the Agreement free and clear of all liens, claims, encumbrances and third party rights of any kind other than liens or encumbrances; (vii) the Mortgage Loans for taxes which are not being transferred by the Seller yet due and payable and otherwise in accordance with any intent to hinder, delay or defraud any creditors of the Seller; (viiiSection 15.l(d) 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 provisionsbelow.

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: (ia) the Seller is a limited liability company, duly organized, validly existing formed and in good standing as a corporation under the laws of the State of Delaware Virginia 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 this Agreement and consummateto execute and deliver this Agreement and to perform all duties and obligations imposed upon it hereunder, all transactions contemplated by this Agreement. The and Seller has duly authorized obtained all necessary corporate, partnership, limited liability or other organizational authorizations required in connection with the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and the transaction contemplated herein and has obtained the consent of all entities and parties (whether private or governmental) necessary to bind Seller to this Agreement; (b) 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 transaction 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) to Seller’s knowledge, the Rent Roll delivered to Purchaser in accordance with its terms except Schedule 1 is accurate in all material respects as of the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or other similar laws in relation to the rights of creditors generallydate thereon; (iiid) to Seller’s knowledge, except as set forth on Schedule 3, there are no agreements with brokers providing for payment after the execution Closing by Seller of leasing commissions or fees with respect to procuring tenants for the Property; (e) to Seller’s knowledge, Seller has not received written notice of any (i) pending claims, suits, actions or arbitrations, or any regulatory, legal, or other proceedings or investigations affecting the Property or Seller’s rights and delivery obligations under this Agreement, or (ii) any contemplated condemnation, eminent domain, or similar proceedings, for the Property; (f) to Seller’s knowledge, Seller has not received any written notice of any violation of any laws, ordinances, rules or administrative or judicial orders affecting or regarding the Property which remain effective; (g) to Seller’s knowledge, the Service Contracts listed on Exhibit G attached hereto are all of the service contracts affecting the Property and, except for the Service Contracts, if any, Purchaser elects to assume pursuant to the provisions of Section 3.2(a) hereof, there shall not be any Service Contracts or contracts or agreements of any type pertaining to the Property, the obligation or liability for which Purchaser or the Property could be liable after the Closing; and (h) Neither Seller nor, to the best of Seller’s knowledge, any of the beneficial owners of Seller: (1) is listed on the Lists; (2) has been indicted or arrested for money laundering or for predicate crimes to money laundering, convicted or pled nolo contendere to charges involving money laundering or predicate crimes to money laundering; (3) has been determined by competent authority to be subject to the prohibitions contained in the Orders; (4) is owned or controlled by, nor acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (5) shall transfer or permit the transfer of any interest in Purchaser or such parties to any Person who is, or whose beneficial owners are, listed on the Lists; or (6) shall assign this Agreement by or any interest herein, to any Person who is listed on the Lists or who is engaged in illegal activities. If Seller becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering (each, a “Seller Triggering Event”), Seller shall immediately notify Purchaser, but in no event later than five (5) business days after the occurrence of the Seller Triggering Event. In the event of a Seller Triggering Event, Purchaser may terminate this Agreement upon written notice to Seller, whereupon the Deposit, shall be returned to Purchaser, and neither party shall have any further obligation hereunder. At Purchaser’s option, Seller shall have ten (10) business days after receipt of Purchaser’s notice to remove such party from any interest in Seller. The Seller’s representations and warranties set forth in Section 3.5 shall survive the performance Closing for a period of one hundred eighty (180) days. If any Leases which have been exhibited to Purchaser or its representatives contain provisions that are inconsistent with the representations set forth in Section 3.5(c) and compliance with (d) above, after the Closing, 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. 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 not violate are expressly permitted to have occurred (e.g., the Seller entering into a new Service Contract in accordance with this Agreement, Seller terminating or entering into a new Lease in accordance with this Agreement, tenant defaults, vacancies, etc.) 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 this Section 3.5 in any way inaccurate, incomplete, incorrect or misleading. The parties agree that if on or prior to Closing Purchaser becomes actually aware (either by way of 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 notice or otherwise) that any representation or warranty of Seller is inaccurate, incomplete, incorrect or misleading, and whether or not Purchaser elects to close the operation 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 its assets warranty of Seller is inaccurate, incomplete, incorrect or might misleading, Purchaser shall have consequences that would materially no claim against Seller and/or Seller Related Parties in connection with a breach of such representation or warranty and adversely affect 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 performance expiration of its obligations the survival period and duties hereunder; (vii) the Seller does not believe, nor does it have any reason or cause Purchaser’s damages as a result of such breach are reasonably estimated to believe, that it cannot perform each and every covenant contained aggregate at least $40,000. Anything in this Agreement; (vi) the Seller has good, marketable and indefeasible title Agreement to the Mortgage Loanscontrary notwithstanding, free and clear the maximum aggregate liability of any and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans and upon the payment Seller for breaches 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 warranties herein shall 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 Agreementexceed $500,000, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (x) the consummation a breach by Seller of the transactions contemplated by this Agreement are representation and warranty set forth in Section 3.5(d) or in Section 11.2 which shall not be so limited. Purchaser and Seller agree that the ordinary course words “Seller’s knowledge” and words of business similar import shall mean the actual knowledge of Xxxxxxxxx Xxxxxxxx (the Seller, and asset manager) without any independent investigation on his/her part to determine the transfer, assignment and conveyance existence or absence 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 provisionssuch facts. This paragraph shall survive Closing.

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: (ia) the Seller is a duly organized, organized and validly existing and limited liability company, is in good standing as a corporation under the laws of in 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 performDelaware, and has full power 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 to perform its obligations under this Agreement, and assuming due authorization, . (b) The execution and delivery of this Agreement has been or will be, prior to Closing, duly authorized by the Purchaser, constitutes a legal, valid all necessary and binding obligation appropriate limited liability company action 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;. (iiic) No consent or approval of any person, entity, or governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance by Seller of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller and the performance consummation of and compliance with the terms of this Agreement transactions contemplated hereby by Seller will not (i) violate any provision of the Seller’s articles of incorporation organizational or by-laws governing documents; (ii) violate any Law binding on Seller; (iii) result in a violation or breach of, or constitute a default under under, any of the Major Contracts or result in Space Leases, except to the extent such violation, breach or default would not have a material breach adverse effect on the Business, or acceleration of, any material contract, agreement the Seller’s ability to consummate the transaction described in this Agreement; or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets; (iv) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof. (d) Seller is has not made any general assignment for the benefit of creditors, become insolvent or filed a petition for voluntary bankruptcy or filed a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or consented, in violation ofany creditors’ proceeding, to the appointment of a receiver or trustee of Seller or the property or any part thereof of either of them or been named in an involuntary bankruptcy proceeding and to Seller’s knowledge, no such actions are contemplated or have been threatened. (e) There are no Space Leases affecting all or any portion of the Property except as set forth in Exhibit “B” to this Agreement. True and complete copies of the Space Leases, if any (including all amendments), to the extent in Seller’s or Manager’s possession or control, have been provided to Purchaser or will be provided to Purchaser no later than five (5) business days after the Effective Date. All of the Space Leases described in Exhibit “B” are in full force and effect, and the execution and delivery of this Agreement to Seller’s knowledge there are no material defaults by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation any party thereunder except as disclosed in Exhibit “B”. There are no outstanding obligations for commissions, tenant improvements or other tenant concessions with respect toto the Space Leases except as disclosed in the Space Leases or in Exhibit “B”. (f) There are no Major Contracts affecting the Property except as set forth in Exhibit “C” to this Agreement. True and complete copies of the Major Contracts (including all amendments), to the extent in Seller’s or Manager’s possession or control, have been provided to Purchaser or will be provided to Purchaser no later than five (5) business days after the Effective Date. All of the Major Contracts described in Exhibit “C” are in full force and effect, and, to Seller’s knowledge, there are no material defaults by any order party thereunder except as disclosed in Exhibit “C”. (g) There are no existing management agreements or decree franchise agreements relating to the Hotel other than the Management Agreement and the Franchise Agreement. (h) True and complete copies of the Permits, to the extent in Seller’s or Manager’s possession or control, have been provided to Purchaser or will be provided to Purchaser no later than five (5) business days after the Effective Date. To Seller’s knowledge, all Permits required to be issued by any court governmental authority or any order third party and used in 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 necessary to the operation of the Hotel as a fully functioning select service hotel have been obtained. Except as otherwise disclosed to Purchaser on Exhibit “D”, Seller or its assets or might have consequences that would materially has not received any written notice of any uncured violations of any Permit, and adversely affect to Seller’s knowledge, all of the performance of its obligations Permits are in full force and duties hereunder;effect. (vi) Except as otherwise disclosed to Purchaser on Exhibit “E” to this Agreement, Seller has not received any written notice of uncured violations (or investigation of potential violation) of laws, ordinances, orders or regulations of governmental or quasi-governmental authorities with respect to the Seller does not believeProperty (collectively, “Laws”), nor has Seller received any written notice of any uncured violation of any CC&Rs. (j) To Seller’s knowledge, other than (i) Hazardous Substances used in the ordinary course of maintaining, operating and cleaning the Hotel in commercially reasonable amounts and in accordance with all Hazardous Waste Laws, (ii) Hazardous Substances used as fuels, lubricants or otherwise in connection with vehicles, machinery and equipment located at the Hotel in commercially reasonable amounts and in accordance with all Hazardous Waste Laws, or (iii) matters disclosed in Exhibit “E” or this Section 4.1(j), no Hazardous Substances are, or have been during any period of Seller’s ownership of the Hotel, present on, under or in the Hotel in violation of any Hazardous Waste Laws. (k) Except as otherwise set forth on Exhibit “F” to this Agreement, Seller is not currently involved in any litigation, investigations or other proceedings which, if, adversely determined, could reasonably be expected to have a material adverse effect on the operation of the Property, the financial condition or results of operations of the Property or Seller’s ability to consummate the transaction contemplated by this Agreement, nor has Seller received any written notice that any such litigation, investigations or other proceedings are to be instituted nor does it Seller have any reason knowledge that any such litigation, investigations or cause to believe, that it cannot perform each and every covenant contained in this Agreement;other proceedings are threatened. (vil) the Seller has goodnot received written notice from any condemning authority of any pending or threatened condemnation action affecting any portion of the Property. (m) Seller has provided to Purchaser true and complete copies, marketable and indefeasible title to the Mortgage Loansextent in Seller’s or Manager’s possession or control, free of all bills for real estate and clear personal property taxes and assessments for the year of Closing and one (1) immediately preceding tax year. (n) Seller has provided to Purchaser financial statements for the Hotel (consisting of un-audited financial statements for the last three (3) years or Seller’s ownership period, whichever is less, and any year-to-date financial statements and operating budgets prepared for the Hotel for the current year). To Seller’s knowledge, all liens, pledges, charges or security interests of any nature encumbering these financial statements are in all material respects true and complete and fairly represent the Mortgage Loans and upon the payment financial condition of the Purchase Price by Hotel as of the Purchaser, the Purchaser will have dates stated therein. (o) Seller owns good and marketable title to the Mortgage Notes Furnishings, Inventories and Mortgage LoansOperating Equipment, free and clear of all liens liens, leases and encumbrances (other than those items leased or loaned to Seller as described in Exhibits “B” and “C”, if any), and Existing Permittee owns good and marketable title to the Alcoholic Beverages free and clear of all liens, leases and encumbrances;. (viip) Seller is not a “foreign person” as defined in the Mortgage Loans are not being transferred by the Seller with any intent to hinderForeign Investment in Real Property Tax Act of 1980, delay or defraud any creditors of the Seller;as amended. (viiiq) there are no actions or proceedings againstAll sales and use taxes (other than those sales taxes, or investigations known to it ofif any, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent arising from the sale of the Mortgage Loans Property from Seller to Purchaser), hotel/motel occupancy taxes, real and personal property taxes, employer withholding taxes and similar taxes that are due as of the Closing Date (or applicable to any period prior to Closing) have been paid in full (or will be provided for at the Closing pursuant to the provisions of Section 5.2 below), and all required reports and returns relating thereto have been, or will be, timely filed. Seller has not received written notice of any special tax assessment relating to the Hotel, the Property or any portion thereof, and there are no tax agreements in place affecting the Hotel or the consummation Property. (r) There are no collective bargaining agreements with any unions at the Hotel. (s) All Hotel Employees are employees of Seller. There are no pension plans of any type with respect to which Seller or the Property has an obligation. Neither Seller nor Manager has received any written notice from any labor union or group of employees that such union or group represents or believes or claims it represents or intends to represent any of the transactions employees of Seller or Manager at the Hotel nor has it received any notice of any claim of unfair labor practices. Seller has and shall maintain through the Closing Date a level of employment at the Hotel that is sufficient for the normal business operations of the Hotel at standards required by the License Agreement. The Closing of the transaction contemplated by this Agreement will not constitute or result in a violation of the Employee Retirement Income Security Act of 1974, as amended (C“ERISA”), or of any state or local statutes regulating investments of and fiduciary obligations with respect to governmental plans (as defined in Section 3(32) that might prohibit of ERISA). (t) Neither it nor any of its affiliates, nor, to Seller’s knowledge, any of their respective partners, members, shareholders or materially other equity owners, or to Seller’s knowledge, any of their respective employees, officers directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and adversely affect Blocked Persons List) or under any statute, executive order (including the performance September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not assign or otherwise transfer this Agreement to, contract with or otherwise engage in any dealings of transactions or be otherwise associated with such persons or entities. (u) All insurance policies held with respect to the Property by Seller are valid and in full force and effect. (v) Seller has not granted to any Person other than Purchaser any right to purchase the Property or any portion thereof or interest therein. (w) Franchisor has not identified or requested any repairs, improvements or alterations other than those disclosed by the existing PIPS. Seller of its obligations under, or validity or enforceability of, this Agreement; (ix) has no consent, approval, authorization or order knowledge of any court deficiencies which are not in compliance with current Franchisor standards, including, but not limited to, any prior PIPs which are outstanding 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; andoverdue. (x) the consummation of All information given by Seller to Purchaser in this Agreement or in connection with the transactions contemplated by this Agreement hereunder shall be true and accurate in every material respect as of the date hereof and at the Closing Date, and Seller has not failed to disclose any fact to Purchaser necessary to make the statements herein or otherwise provided in connection with the transactions contemplated hereunder not misleading and Seller has no knowledge or information of any facts, circumstances, or conditions that are inconsistent with the representations and warranties contained herein. Seller shall promptly notify Purchaser in writing if there occurs any (i) material adverse change in the ordinary course of business condition, financial or otherwise, of the SellerProperty, and or the transferoperation thereof, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject at any time prior to the bulk transfer Closing Date or (ii) if any similar statutory provisionsinformation, document, agreement or other material delivered to Purchaser is amended, superseded, modified or supplemented.

Seller’s Representations and Warranties. The Each 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 Each Seller is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State 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; (ii) the incorporation. Each Seller has the full corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and performcarry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary corporate and stockholder action to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized authorize the execution, delivery and performance of this Agreement, ; (b) This Agreement has been duly and validly executed and delivered this Agreement by each Seller and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the each Seller, enforceable against it each Seller in accordance with its terms except as the enforceability thereof may be limited by terms, subject to applicable principles of equity, bankruptcy, reorganization, insolvency or reorganization or other similar laws in relation to affecting the enforcement of creditors' rights of creditors generally; (c) Each Seller is the sole record and beneficial owner of the Seller Interests owned by it (each representing a twenty-one percent (21%) Ordinary Interest in the Company) and has good and valid title to such Seller Interests, free and clear of all Liens and any other limitation or restriction on the right to vote, sell or otherwise dispose of such Seller Interests (except as provided in the LLC Agreement or required by applicable law) and will transfer and deliver to Purchaser at the Closing valid title to such Seller Interests, free and clear of any Lien and any such other limitation or restriction (except as provided in the LLC Agreement or required by applicable law); (d) Neither Seller owns any Preferred Interest and there is no balance in either Seller's Preferred Interest Account; (e) The execution and delivery of this Agreement by each Seller does not, and the performance by each Seller of its obligations hereunder will not, constitute a violation of, conflict with or result in a default under, (i) the certificate of incorporation or by-laws, or the other constituent documents, as the case may be, of such Seller, (ii) any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which such Seller is a party or by which such Seller is bound, or any license, franchise, permit or similar authorization held by such Seller or (iii) any judgment, injunction, decree or order applicable to such Seller, except for such violations, conflicts or defaults which do not have a material adverse effect on Sellers' ability to consummate the transactions contemplated hereby, nor is any Seller required to obtain the approval of any person (except for any such approval the failure of which to obtain would not have a material adverse effect on Sellers' ability to consummate the transactions contemplated hereby) to effect the sale of the Seller Interests as contemplated hereby; (f) Except as would not have a material adverse effect on Sellers' ability to consummate the transactions contemplated hereby, 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 any Seller of its obligations underhereunder will violate any law, rule or regulation applicable to such Seller or require any consent or approval of, other action by or filing with or notice to, any public body or authority under any provision of law applicable to such Seller other than notices or filings pursuant to the federal securities laws or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and (g) There is no action, suit, investigation or proceeding pending against, or validity to the knowledge of either Seller threatened against or enforceability ofaffecting, this Agreement; (ix) no consent, approval, authorization either Seller or order any of their respective properties before any court or arbitrator or any governmental body, agency or body is required for the executionofficial which in any manner challenges or seeks to prevent, delivery and performance by the Seller ofenjoin, alter or compliance by the Seller with, this Agreement or the consummation of materially delay 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 As a material inducement to Purchaser to execute this Agreement and consummate this transaction, 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 Organization and Authority. Seller is has been duly organized, is validly existing existing, and is in good standing as a corporation under the laws of the State of Delaware corporation. Seller is in good standing and is and will remain qualified to do business in compliance with the laws of each state in which any Mortgaged Property the Land is located to the extent necessary to fulfill its obligations hereunder; (ii) the located. Seller has the power full right and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, has obtained any and all consents required 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 Agreementto consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and assuming due authorizationall of the documents to be delivered by Seller at the Closing will be, execution authorized and delivery by properly executed and constitute, or will constitute, as appropriate, 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 to the rights of creditors generally;their terms. (iiib) the execution Conflicts 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 Pending Actions or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, Proceedings. There is no agreement or other instrument to which the Seller is a party or which may be applicable or, to the Seller’s knowledge, binding on Seller or its assets; (iv) the Seller Property which is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance conflict 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 or which challenges or impairs Seller’s ability to prevent the sale of the Mortgage Loans execute 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 perform its obligations under, or validity or enforceability of, under this Agreement; (ix) no consent. To Seller’s knowledge, approvalthere is not now instituted, authorization pending or order of threatened, any action, suit or proceeding before any court or governmental agency or body against Seller that would prevent Seller from performing its obligations hereunder or against or with respect to the Property. To Seller’s knowledge, there are no condemnation, eminent domain or similar proceedings pending or threatened with regard to the Property. (c) Fee Building Leases. As of the date hereof, there are no leases affecting the Fee Buildings. There are no leasing or other fees or commissions due, nor will any become due, in connection with any previous leases affecting the Fee Buildings, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants. (d) Building F Leases. As of the date hereof, the only tenants or occupants under any leases or occupancy agreements affecting Building F are Seller under the Existing Building F Lease, the Existing Building F Subtenant under the Existing Building F Sublease and any other tenant under a lease in which the Building F Owner is required for the executionlandlord. The Existing Building F Lease and the Existing Building F Sublease that are delivered to Purchaser pursuant to Section 2.1 are, delivery or at the time they are delivered to Purchaser will be, true, correct and performance by complete copies of the Existing Building F Lease and the Existing Building F Sublease, including any and all amendments or supplements thereto, and guaranties or other security in connection therewith. The Existing Building F Lease is in full force and effect (other than in connection with the exercise of the Building F Option), free from default and free from any event which could become a default on the part of the Seller ofunder the Existing Building F Lease and Seller has no claims against the Building F Owner or offsets or defenses against rent, and there are no disputes with the Building F Owner. Seller is not aware of any default or compliance by breach on the Seller with, this Agreement or the consummation part of the transactions contemplated by this Agreementlandlord under the Existing Building F Lease. Seller has not assigned the Existing Building F Lease or sublet any part of its premises (other than to the Building F Subtenant). The Building F Sublease is in full force and effect, except Seller has not received any notice of any default or breach on the part of the landlord under the Existing Building F Sublease. All of the landlord’s obligations to construct tenant improvements or reimburse the tenants for such consents, approvals, authorizations or orders, if any, that tenant improvements under the Existing Building F Lease and the Existing Building F Sublease have been obtained; and (x) paid and performed in full and all concessions from the consummation of landlord under the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, Existing Building F Lease and the transfer, assignment Existing Building F Sublease have been paid 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 provisionsperformed in full.

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 limited liability company, duly organized, validly existing existing, and in good standing as a corporation under the laws of the State jurisdiction of Delaware its formation, and is and qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has (or will remain in compliance with the laws of each state in which any Mortgaged Property is located have, pending required management, board, or board committee approvals prior to the extent necessary time required to fulfill its obligations hereunder; (iiperform under this Agreement) the Seller has the power and authority to hold each Mortgage Loanown, lease, or to sell each Mortgage Loanbe the holder of title, an easement or an option for an easement, right-of-way grant, or similar instrument with respect to execute, deliver the Facility and perform, Site and to enter into and consummateperform 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, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement or the enforceability of this Agreement. The Seller has duly authorized the execution, delivery and (subject to the prior proviso) 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 obligations 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 Seller has (i) not entered into 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 actual intent to hinder, delay or defraud any creditors of the Seller; creditor, and (viiiii) 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 received reasonably equivalent value in exchange for its entering into obligations under this Agreement, . No petition in bankruptcy has been filed against Seller (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, other than petitions that have been obtained; anddismissed within thirty (30) days after filing), and Xxxxxx has never made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor. (xf) the consummation of the transactions contemplated by this Agreement are The Facility is or will be 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 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 a corporation duly organized, validly existing 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; Louisiana; (ii) Seller is duly qualified to transact business in each jurisdiction where the nature and extent of its business and properties require the same in order for it to perform its obligations under this Agreement; (iii) Seller has the power possesses all requisite authority, power, licenses, permits, and authority franchises to hold each Mortgage Loan, to sell each Mortgage Loan, to conduct its business and execute, deliver and performdeliver, and to enter into comply with the terms and consummateprovisions of this Agreement and any other document, instrument, or agreement provided for herein, including the Assignment, all transactions contemplated by this Agreement. The Seller has of which have been duly authorized and approved by all necessary corporate action and for which no further approval or consent is required; and (iv) the executionParties executing this Agreement as Shareholders are all of the Shareholders, delivery officers, and performance directors of Seller, and by their execution adopt and approve the terms of this Agreement, . (b) This Agreement has been duly executed and delivered this Agreement on behalf of Seller and this Agreement, is binding 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 and at the enforceability thereof may Closing. All documents and instruments required hereunder to be limited executed and delivered by bankruptcySeller shall have been duly executed and delivered at Closing, insolvency or reorganization or other similar laws in relation to and the rights of creditors generally; (iii) the execution execution, delivery, and delivery performance of this Agreement by the Seller and the performance consummation of and compliance with the terms of this Agreement transactions contemplated hereby 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, an event of default under, a violation of, or a conflict with any material contract, agreement or other instrument to which the Seller is a party or which (except to the extent such instrument may be applicable released at the Closing), nor will the same cause Seller to the Seller or its assets; (iv) the Seller is not be in violation ofof their Articles of Incorporation or Bylaws, and as 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 tocase may be, any order or decree of any court or any order applicable laws or regulation of regulations or 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 having jurisdiction. (c) All ad valorem, property, production, severance, excise, and similar taxes and assessments based on or body is required measured by the ownership of the Property or the Production or the receipt of proceeds therefrom, which have become due and payable prior to the date hereof with respect to the Property have been properly paid, and Seller's allocable share of such taxes and assessments which become due and payable prior to the Closing shall be properly paid by Seller, and all royalties, overriding royalties, and payments to any third parties which have become due and payable prior to the date hereof with respect to production from the Property, have been properly paid, and will be hereafter properly paid for the executionperiod prior to Closing. (d) Seller has incurred no liability, delivery contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any responsibility whatsoever. (e) Prior to the Closing, Seller will pay or cause to be paid all of Seller's share of costs and performance by expenses incurred in connection with the Seller ofProperty, and will comply with all contracts or other agreements relating to the Property. (f) To the best of Seller's information and belief, all laws, regulations, and orders of all governmental agencies having jurisdiction over the Property have been and shall continue to be complied with until the Closing. (g) There are no first rights of refusal, consents, authorizations, preferential rights, options, or compliance claims of a similar nature affecting the Property, other than those listed in Exhibit "A," said listed consents defined herein as "Consents." (h) Seller shall, upon request, subrogate Purchaser to any claim which Seller may have against any third party, prior owner, vendor, or assignor with respect to the share of the Property acquired by the Seller withPurchaser, this Agreement or the consummation title thereto. (i) There are no "imbalances" which allow any other party to make up production at any time after the Effective Date, under any operating agreement, gas balancing agreement and storage agreement, gas transportation agreement, gas processing or dehydration agreement, or other similar agreement relating to the Property. (j) Seller has not directly or indirectly reserved or retained any recorded or unrecorded interest or rights in any of the transactions contemplated Property, and Seller shall not reserve any recorded or unrecorded executory interest or rights relating to the Property. (k) Seller warrants that the Property is free and clear of all encumbrances, liens, and mortgages, save and except such encumbrances as may be identified and described in Exhibit "A" attached hereto, and further save and except liens for taxes not yet due and payable. (l) Except as may be identified and described in Exhibit "A" attached hereto, the Property is not subject to any restriction, reservation, reversionary interest, drilling or development obligation, or other material obligation or burden on the operation or the disposition of Production attributable to the Property. (m) No part of any of the Property is affected by this Agreementany prepayment arrangement under any contract for the sale of oil or gas, or by any production payment or any other arrangement for delivery of oil or gas produced from any of the Property at some future time without Purchaser then or thereafter receiving full payment therefor, and no third party now has or at Closing will have any right to take makeup gas for which it has already paid. As of the Effective Date, there are no volumes of makeup gas owing, or accumulated transportation credits due, to gas purchasers on account of any "take-or-pay" or other provisions of any contract, and Seller has not produced or sold more than its pro-rata share of the gas from any Wellx xxxluded in the Property. (n) Except as may be set forth in Exhibit "A" attached hereto, there are no gas purchase or sale agreements, and no gas gathering or transportation agreements, affecting the Property that cannot be terminated upon ninety (90) days' written notice. (o) Without the prior written consent of Purchaser, Seller (i) shall not enter into any new agreements or commitments affecting the Property which extend beyond the Closing, and (ii) will not modify or terminate any agreements affecting any of the Property, including, without limitation, any oil and gas leases, unitization or pooling agreements, operating agreements, pipeline agreements, processing agreements, and hydrocarbon sales contracts, and (iii) will not further encumber, sell, mortgage, release, abandon, or otherwise dispose of any of the Property or any interests therein. (p) There is not any suit, action, or other proceeding pending or threatened which affects or relates to the Property, or seeks to restrain or prohibit Seller from selling or conveying to Purchaser the share of the Property to be purchased herein. Seller shall promptly notify Purchaser of any such proceedings which may arise or be threatened prior to Closing. (q) There are no operating agreements with third parties affecting the Property except for as may be identified and described in Exhibit "A" attached hereto. (r) Seller has no knowledge and has not received any notice of any claimed default (or any event which, with the giving of notice or the passage of time, or both, would constitute a default) under (i) the Leases, (ii) any order, writ, injunction, or decree of any court, commission, or administrative agency affecting the Property, or (iii) any other agreement affecting the Property. Seller shall promptly notify Purchaser of any such consentsnotice hereafter received by Seller and the occurrence of any such event of which Seller becomes aware prior to Closing. (s) There are no tax partnerships affecting any of the Property. (t) To the best of Seller's information and belief, approvalsno Production from any Well on the Property has occurred in excess of that permitted by law, authorizations or orders, if anyor regulations. (u) To the best of Seller's information and belief, that there has been no material injury or damage to any of the Property which has not been fully repaired, replaced, or rebuilt. (v) Except for depletion due to continued production, there has been no substantial and material change in condition of the Property between the date hereof and Closing. (w) To the best of Seller's information and belief, all easements, rights of way, permits, crossing agreements, and surface rights included in the Property are in full force and effect and are valid and subsisting, and freely assignable, and all rentals and other payments due thereunder have been obtained; andproperly and timely paid and all conditions necessary to keep them in force have been duly performed. (x) From and after the consummation effective date of its acquisition of its ownership in the Leases, the Seller has performed all obligations required to be performed under such Leases, or any other instruments and agreements relating to the Properties, and is not in default thereunder, and to the best of Seller's information and belief, each of the transactions contemplated by this Agreement are Leases to be conveyed is valid and in full force and effect. (y) To the best of Seller's knowledge, Seller owns each Lease and Property in the ordinary course of business of undivided share reflected by the Seller"Working Interest" described and set forth in Exhibit "A" for each particular Lease and Property, and Seller owns for each Lease and Property the transfershare of Production reflected as "Net Revenue Interest" in Exhibit "A" attached hereto. Seller is being paid not less than the fractional "net revenue interest" for each Property in Exhibit "A" hereto, assignment and, for expenses and conveyance of costs for each Property, Seller is not paying more than the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisionsfractional interest specified under "Working Interest" for each Property in Exhibit "A" hereto.

Seller’s Representations and Warranties. The In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real 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 the Closing, each of which is material and is being relied upon by Xxxxx (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided hereinthat each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it 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 instruments referenced herein, and to consummate the transaction contemplated subject to the approval 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;CWOB and, as may be applicable, DOF. (ii) Subject to the approval of the CWOB and, as may be applicable, DOF, Xxxxxx believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by 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 and delivered this Agreement and this Agreementthe instruments referenced herein; and, and assuming due authorization, execution and delivery by the PurchaserClosing, constitutes a legal, valid and binding obligation all such necessary action will have been taken to authorize the consummation 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;transaction contemplated hereby. (iii) Subject to the approval of the CWOB and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that 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 that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller or its assets;to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (ivvi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) 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 default of its obligations and duties hereunder; (v) the under any contract, agreement or instrument to which 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 is a party pertaining 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;Real Property. (ix) There are no consentmechanics’, approval, authorization materialmen’s or order similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date 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) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the consummation use, operation, maintenance, or management of the transactions contemplated by this Agreement Real Property that will be binding upon Buyer or the Real Property after the Closing. There are in no oral contracts or other oral agreements for services, supplies or materials, affecting the ordinary course of business use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, and the transfer, assignment and conveyance has possession or any rights to possession of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer Real Property or any similar statutory provisionsportion thereof.

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 existing, and in good standing as a corporation under the laws of the State of Delaware Colorado; (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, except where the failure to be so qualified, in the extent necessary aggregate, would not reasonably be expected to fulfill adversely affect its ability to perform its obligations under this Agreement; (c) it has the full right, corporate power and authority to enter into this Agreement and to 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 perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance end 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 Seller, have been duly authorized by all necessary corporate action on the Seller part of Seller; and (e) the execution, delivery, and the performance of and compliance with the terms of this Agreement by Seller will not violate the Seller’s articles of incorporation or by-laws or constitute a default violate, conflict with, require consent under or result in a material any breach or acceleration ofdefault under (i) any of Seller’s organizational documents, (ii) any material contractapplicable Law or (iii) with or without notice or lapse of time or both, agreement or other instrument to which the provisions of any Seller is a party or which may be applicable to the Seller or its assetsContract; (ivf) this Agreement has been executed and delivered by Seller and (assuming due authorization, execution, and delivery by Buyer) constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity; (g) it is in compliance with all applicable Laws and Seller Contracts relating to this Agreement, the Seller is not in violation of, Supplied Products 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 hereunderbusiness; (vh) the Seller does not believeit has obtained all licenses, nor does it have any reason or cause to believeauthorizations, that it cannot perform each and every covenant contained in this Agreement; (vi) the Seller has goodapprovals, 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 againstconsents, or investigations known permits required by applicable Laws to it of, the Seller before any court, administrative or other tribunal (A) that might prohibit conduct its entering into business generally and to perform its obligations under 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 underis ISO13485 certified, or validity or enforceability ofFDA registered, this Agreement; (ix) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery have a quality management system 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 obtainedwill conduct quality assurance audits; and (xi) the consummation of the transactions contemplated by this Agreement if any Seller IP Rights are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by incorporated into the Seller Supplied Products pursuant to this Agreement are Section 12.1, such Seller IP Rights will not subject to violate or infringe upon the bulk transfer or Intellectual Property Rights of any similar statutory provisionsthird party.

Seller’s Representations and Warranties. The (a) Seller represents, warrants and covenants to is the Purchaser as fee simple owner of the Closing Date or as of such other date specifically provided herein:Real Property and has full power to own, occupy and transfer the Property. (ib) the Seller is a Missouri corporation duly organized, organized validly existing and in good standing as a corporation under the laws of the State of Delaware standing, and Seller is and will remain qualified to do business in compliance with the laws of each state all states in which any Mortgaged Property qualification is located to the extent necessary to fulfill conduct its obligations hereunder; (ii) the Seller business, and has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, execute and deliver this Agreement and perform, and to enter into and consummate, all conclude the transactions contemplated by this Agreement. therein. (c) The Seller has duly authorized execution nor the execution, delivery and performance of this AgreementAgreement and the other documents called for hereunder nor the consummation of the transactions contemplated hereby or thereby, has duly or compliance with the terms hereof or thereof by Seller, will not (a) violate any laws or conflict with or result in a material breach of the terms of or constitute a default under the organizational documents of Seller or under any contract, judgment, or other restriction of any kind to which Seller is a party or by which Seller or the Property is bound, (b) require any approval, consent, authorization of, or other order or action of, or filing with, any court, governmental authority or regulatory body, or any other person or entity, (c) give any party with rights under any contract, judgment or other restriction to which Seller is a party, or by which Seller or the Property is bound, the right to terminate, modify or otherwise change the rights or obligations of Seller under such contract, judgment or other restriction, or (d) result in liens or rights of third parties regarding the Property. This Agreement and any other agreements and instruments required to be delivered under this Agreement by Seller, when executed and delivered this Agreement by Seller and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, will constitute valid and binding obligation obligations of the Seller, Seller and will be enforceable against it in accordance with its terms their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization insolvency, reorganization, moratorium, or other similar laws in relation affecting creditor's rights generally or by general principles of equity. (d) There is no pending or, to the rights knowledge of creditors generally;Seller, threatened condemnation or similar proceeding or special assessment (inclusive of assessments for street widening, repair, or improvement), or change in zoning affecting the Property. (iiie) Seller has received no written notice concerning the execution and delivery Property from any Governmental Authority (as defined below in this Section 8.2) about a violation (or alleged violation, or of this Agreement by the Seller and the performance of and compliance matters which with the terms passage of this Agreement will not violate the Seller’s articles time or giving of incorporation notice, or by-laws or constitute a default under or result in a material breach or acceleration ofboth, 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; (ivwould become violations) 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 county, or city statute, ordinance, code, rule, or regulation or stating that any investigation has commenced or is contemplated regarding any violation. (f) There is no pending or, to Seller's knowledge, threatened material litigation or administrative proceeding affecting the Property. (g) There are no attachments, executions, assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under other debtor relief laws contemplated by, pending, or threatened against Seller. (h) All necessary certificates of occupancy, licenses, permits, authorizations, consents, and approvals required by all governmental agency or quasi-governmental authorities having jurisdiction over jurisdiction, and the requisite certificates of the local Board of Fire Underwriters (or other body exercising similar functions) have been issued for the Improvements, have been paid for in full, and are in full force and effect. (i) Seller has not received any notices from any insurance company or its assets, board of underwriters of any defects or inadequacies in the Property or any part thereof which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation insurability of the Seller Property or its assets or might have consequences that would materially and adversely affect increase the performance of its obligations and duties hereunder;premiums for the insurance on the Property. (vj) the The Improvements and Personalty at Closing will be owned 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) the Seller has good, marketable and indefeasible title to the Mortgage Loans, free and clear of any and all liensconditional bills of sale, pledgeschattel mortgages, charges security agreements or financing statements or other liens or security interests of any nature encumbering the Mortgage Loans and upon the payment kind. (k) To Seller's knowledge, no default or breach exists under any of the Purchase Price by the Purchasercovenants, the Purchaser will have good and marketable title to the Mortgage Notes and Mortgage Loansconditions, free and clear of all liens restrictions, rights-of-way 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 orderseasements, if any, that affecting all or any portion of the Property which are to be performed or complied with by the owner of the Property. (l) No work has been performed or is in progress at, and no materials have been obtained; andfurnished to, the Property which, though not presently the subject of, might give rise to, mechanics', materialmen's or other liens against the Property or any portion thereof. If any lien for such work is filed before or after Closing hereunder, Seller shall promptly discharge the same. (xm) Seller has duly filed with the consummation proper authorities all federal, state and local tax returns and reports relating to the Real Property required by law or regulation to be filed. The Property has been rendered and valued for ad valorem and similar taxes and assessments as fully improved. (n) There are no adverse or other parties in possession of the transactions contemplated by this Agreement are in Property, or any part thereof, except Seller, nor has any party been granted any license, lease, or other right relating to the ordinary course of business use or possession of the Property, or any part thereof, except the Permitted Encumbrances. (o) To Seller's knowledge, there are no threatened or endangered species or their habitat on the Property. (p) Seller warrants that it has not received notice of any environmental hazards or conditions that affect the Property, and that it has not received notice that there are any Hazardous Substances on the transfer, assignment Property. (q) Seller has not used the Property for the storage or disposal of Hazardous Substances and conveyance has not received notice that the Property was ever used for those purposes. (r) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Mortgage Notes and the Mortgages by the Seller pursuant Code. (s) No party has a right of first refusal or option or similar right to this Agreement are not subject to the bulk transfer purchase all or any similar statutory provisionspart of the Property. (t) The Documents are true, correct and complete copies of what each purports to be. The Documents are all the material documents, studies, reports, surveys, maps and other materials regarding the Property in Seller's or Seller's agents' possession or control.

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) represents and warrants to the Purchaser as of the Closing Date: (1) 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. ____________ 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 ____________ . (2) 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 ____________ enforceable in accordance with its terms; (3) 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 ____________ will not violate any provision of any existing law or regulation or any order or decree of any court applicable to ____________ or any provision of the certificate of incorporation or bylaws of ____________ , or constitute a material breach of any mortgage, indenture, contract, or other agreement to which ____________ is a party or by which ____________ 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 ____________ threatened, against ____________ or any of its properties or with respect to this Agreement or the Notes that in the ordinary course opinion of business ____________ 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 ____________ 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 Each Seller represents, severally represents and warrants and covenants to the Purchaser Company as of the Closing Date or as of such other date specifically provided hereinfollows: (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 Such Seller has the power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and performcarry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized authorize the execution, delivery and performance of this Agreement; (b) This Agreement has been duly and validly authorized, has duly executed and delivered this Agreement by such Seller and this Agreement, and assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the such 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 generallyterms; (iiic) the The execution and delivery of this Agreement by the Seller do not, and the performance consummation of and compliance the transactions contemplated hereby will not, (i) in the case of any Seller that is not a natural person, violate or conflict with any provision of the terms of this Agreement will not violate the Seller’s articles of incorporation charter or organizational documents or by-laws or constitute a default under or comparable documents of such Seller, (ii) result in a material breach the imposition of any Lien under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any material note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or other instrument to which the such Seller is a party or by which may be applicable to the such Seller or any of its assets; Sale Shares is bound, or (iviii) the result in a breach or violation by such Seller is not in violation ofof any 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 torule or regulation or any order, any order injunction, judgment or decree of any court court, governmental authority 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 hereunderregulatory agency; (vd) Such Seller has, and will transfer and convey to the Seller does not believeCompany, 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 good title to the Mortgage Loansnumber of Sale Shares set forth opposite such Seller's name on Schedule A hereto, free and clear of any such Sale Shares are, and all liens, pledges, charges or security interests of any nature encumbering the Mortgage Loans will be transferred and upon the payment of the Purchase Price by the Purchaser, the Purchaser will have good and marketable title conveyed to the Mortgage Notes and Mortgage LoansCompany, free and clear of all liens or encumbrances;Liens; and (viie) There exists no restriction upon the Mortgage Loans are not being transferred by sale and delivery to the Seller with any intent to hinder, delay or defraud any creditors Company of the Sale Shares by such Seller; (viii) there are no actions , nor is such Seller required to obtain the approval of any person or proceedings against, entity or investigations known to it of, the Seller before any court, administrative governmental authority or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking regulatory agency to prevent effect the sale of such Shares in accordance with the Mortgage Loans or the consummation terms hereof. (f) The engagement of Salomon Smith Barney by certain of the transactions contemplated Sellers to render financial sexxxxxx xxx xxvice in connection with such Sellers' ownership of Shares has been terminated prior to the date hereof, all amounts payable to Salomon Smith Barney pursuant to such engagement have previously been xxxx xxx xx fxxxxxx amounts shall become payable pursuant thereto by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller reason 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 provisionsthereby.

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. (b) On the Closing Date, the Seller shall deliver to the Purchaser a certificate of an authorized officer of the Seller to the effect that, as of the Closing Date, the information set forth in the Prospectus Supplement and the Memorandum, as it relates to the Txxxxxxxx Information does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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 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 power, right and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter into and consummate, perform all transactions contemplated by this Agreement. The of the obligations required of Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement and under this Agreement, and assuming due authorizationto consummate the transaction contemplated hereby. (b) This Agreement is, execution and delivery all agreements, instruments and documents to be executed and delivered by the PurchaserSeller pursuant to this Agreement shall be, constitutes a legalduly authorized, executed and delivered by Seller. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Seller pursuant to this Agreement shall be, valid and legally binding obligation of the upon Seller, and 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;their respective terms. (iiic) Neither the execution and delivery of this Agreement by nor the Seller and consummation of the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation transaction contemplated hereby does now constitute or by-laws or constitute a default under or shall result in a material breach or acceleration of, or a default under, any material contractagreement, agreement document, instrument or other instrument obligation to which the Seller is a party or by which Seller may be applicable bound. (d) There are no actions, suits, claims or other proceedings pending or, to Seller’s knowledge, contemplated or threatened, against Seller that could affect Seller’s ability to perform its obligations under this Agreement. (e) To Seller’s knowledge, there are no actions, suits, claims or other proceedings pending, contemplated or threatened, with respect to the Seller or its assets;Property. (ivf) the Seller is not a “foreign person” as such term is defined in violation ofSection 1445 of the Internal Revenue Code. (g) Seller has not received written notice and has no knowledge of any pending or contemplated condemnation, expropriation, eminent domain, zoning, or similar proceeding affecting all or any portion of the Property. (h) There are no leases of the Property and no parties in possession pursuant to any leases, and the execution no party other than Seller, 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 Buyer pursuant 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 has any right or claim to prevent the sale occupy, use or possess all or any 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; (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.