Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. The Seller hereby represents and warrants as follows: (a) It has the right and authority to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunder; (b) The Series will not contain any material which is defamatory or which will violate or infringe any common law or other right (including without limitation any copyright, right of privacy or trademark) of any person, firm or corporation; (c) The credits as appearing in the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production of the Series; (d) That (i) Seller has good and sufficient licenses from the owners of all literary, dramatic and musical material contained in the Series, or upon which the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties with respect to production and delivery of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereof; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date and again as of the XXX that: (a) It there are no unrecorded leases other than the Lease, or to Seller's knowledge any unrecorded liens or encumbrances which may affect title to the Property; that there is no Personalty; that there are no security deposits or pre-paid/abated rents (other than monthly rent paid one month in advance) under the Lease; and that the Tenant has no right of first refusal under the right Lease; (b) to Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (c) to Seller's knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property; (d) to Seller's knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) there are no suits or claims pending or to Seller's knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer's prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) to Seller's knowledge, no default of Seller exists under any of the Contracts and, to Seller's knowledge, no default of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser perform Seller's obligations hereunder; (bl) The Series will not contain except for any material which is defamatory or which will violate or infringe any common law item to be prorated at XXX in accordance with this Agreement, all bills or other right (including without limitation any copyrightcharges, right costs or expenses arising out of privacy or trademark) in connection with or resulting from Seller's use, ownership, or operation of any person, firm or corporationthe Property up to XXX shall be paid in full by Seller; (cm) The credits as appearing in to Seller's knowledge, all general real estate taxes, assessments and personal property taxes that have become due with respect to the original negatives of the Series Property (except for those that will comply with all agreements and undertakings entered into be prorated at XXX) have been paid or given in connection with the production of the Serieswill be so paid by Tenant; (dn) That from the Effective Date hereof until XXX or the earlier termination of this Agreement, Seller shall (i) operate and maintain the Property in a manner generally consistent with the manner in which Seller has good operated and sufficient licenses from maintained the owners Property prior to the date hereof, and shall perform in all material respects, its obligations under the Lease, (ii) not amend, modify or waive any material rights under the Lease, and (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Lease; (o) Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of all literaryany Hazardous Materials. "Hazardous Materials" shall mean any flammables, dramatic explosives, radioactive materials, hazardous wastes, hazardous and musical toxic substances or related materials, asbestos or any material contained in the Seriescontaining asbestos (including, without limitation, vinyl asbestos tile), or upon which the Series is basedany other substance or material, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into defined as a "hazardous substance" by any and all subdistribution agreements federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Sales Agency Federal Comprehensive Environmental Response Compensation and Minimum Guarantee Agreement; Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and (ii) all amounts Recovery Act, as amended, and obligations the rules and regulations adopted and promulgated pursuant to all third parties with respect to production and delivery each of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofforegoing; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby warrants and represents to the Buyer that each of the warranties set out in this Clause 4.1 is true and warrants accurate and not misleading as followsof the date of this Agreement and will be true and accurate and not misleading at all times after the date of this Agreement up to and including Completion: (a) It has the right Sale Shares constitute the whole of the allotted and authority to enter into this Agreement issued share capital of each of the Sale Companies and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunderfully paid; (b) The Series will not contain any material which the Seller is defamatory or which will violate or infringe any common law or other right (including without limitation any copyright, right the sole legal and beneficial owner of privacy or trademark) of any person, firm or corporationthe Sale Shares; (c) The credits as appearing the particulars of each Sale Company set out in the original negatives of the Series will comply with Schedule 1 are true and correct in all agreements and undertakings entered into or given in connection with the production of the Seriesrespects; (d) That (i) Each Sale Company is the sole legal and beneficial owner of the Vessel specified in Schedule 1, free from all Encumbrances and there is no agreement or commitment given to create any Encumbrance effecting any such Vessel, it being understood that the existing lenders of the Seller has good under the Existing Credit Facilities shall release any Encumbrance on the Sale Shares or the assets of the Sale Companies at the Completion and sufficient licenses from the owners new lenders to the Buyer under the New Credit Facilities will have Encumbrances on the Sale Shares, subject to the terms of all literarythe New Credit Facilities, dramatic and musical material contained upon the Completion once beneficial ownership in the Series, or upon which Sale Shares rests in the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties with respect to production and delivery hands of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofBuyer; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Officerequisite power and authority, and shall obtain is authorised, to enter and perform this Agreement and the documents referred to in it (or cause to be obtained) any and all renewals thereofwhich it is a party), and will prior to closing hereunder furnish Purchaser they constitute valid, legal and binding obligations on the Seller with copies of the applicable copyright registration certificatestheir respective terms; (f) That no claims the execution and performance by the Seller of this Agreement and the documents referred to in it will not breach or litigation are pending constitute a default under the Seller’s constitutional documents, or threatenedany agreement, and instrument, order, judgement or other restriction which binds the Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunderSale Company; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereofno Sale Company has any interest in any subsidiaries; (h) That Seller upon the Completion, the Sale Shares will not negotiate be free from all Encumbrances and there will be no agreement or enter into distribution or subdistribution agreements for commitment given to create an Encumbrance affecting the Series in Sale Shares, except with respect to the Territory, New Credit Facilities of the Sale Companies and Seller will direct all inquiries therefor to Purchaser or Purchaser's nomineethe Buyer; (i) That the Series no right has been granted to any person to require any Sale Company to issue any share capital and Related Receivables are free no Encumbrance has been created and clear no commitment has been given to create an Encumbrance in favour of any liens, claims person affecting any unissued shares or encumbrances whatsoever, debentures or other unissued securities of any Sale Company except for liens as set forth in favor of Hellxxthe immediately preceding Clause 4.1(h); (j) That the Series Seller has disclosed all major known liabilities and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials potential liabilities relating to each Sale Company and the Series in Seller's possession or control;Sale Shares to the Buyer; and (k) All sums derived from no consents, waivers or amendments are required by counterparties to the Related Receivables and/or the distribution, exhibition or other exploitation charters of each of the Series Vessels in connection with the transactions contemplated by Seller prior this Agreement or the New Credit Facilities, except with respect to the effective date of this Agreement (other than charters between the Discovery License) are set forth on Schedule 4 hereto by payorapplicable Sale Companies and Overseas Ship Group, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.Inc.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date and again as of XXX that: (a) It there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any of the Premises; (b) to Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the right present use or occupancy of any of the Premises by any person, authority or agency having jurisdiction; (c) to Seller's knowledge, there are no intended public improvements which will or could result in any charges being assessed against any of the Premises which will result in a lien upon any of the Premises; (d) to Seller's knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of any of the Premises, or any portion thereof, by any governmental authorities; (e) there are no suits or claims pending or to Seller's knowledge, threatened with respect to or in any manner affecting any of the Premises, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell any of the Premises, or any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer's prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any of the Premises, or any portion thereof, or its potential use, and, to Seller's knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under any of the Contracts and, to Seller's knowledge, no default of any of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser perform Seller's obligations hereunder; (bl) The Series will not contain except for any material which is defamatory or which will violate or infringe any common law item to be prorated at XXX in accordance with this Agreement, all bills or other right (including without limitation any copyrightcharges, right costs or expenses arising out of privacy or trademark) in connection with or resulting from Seller's use, ownership, or operation of any person, firm or corporationof the Premises up to XXX shall be paid in full by Seller; (cm) The credits all general real estate taxes, assessments and personal property taxes that have become due with respect to any of the Premises (except for those that will be prorated at XXX) have been paid or will be so paid by Seller prior to XXX; (n) between the Effective Date and XXX or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to any of the Premises, or terminate, amend, modify, extend or waive any rights under any of the Leases without Buyer's prior written consent, which consent may be withheld at Buyer's discretion; (o) Seller agrees that, between the Effective Date and XXX or any earlier termination of this Agreement, Seller shall, at its sole cost: (1) continue to operate each of the Premises as appearing heretofore operated by Seller subject to Buyer's rights under this Agreement to direct specific activities of Seller; (2) maintain or cause Tenant to maintain each of the Premises in its current condition and perform required and routine maintenance and make replacements of each part of the Premises that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or disfunctioning portion of any of the Premises that is tangible property (whether real or personal) as the relevant conditions require; (3) pay or cause Tenant to pay (as applicable) prior to XXX, all sums due for work, materials or services furnished or otherwise incurred in the original negatives ownership, use or operation of the Series will Premises up to XXX; (4) comply or cause Tenant to comply with all agreements and undertakings entered into or given in connection with governmental requirements applicable to the production of the SeriesPremises; (d5) That except as required by a governmental agency, not place or permit to be placed on any portion of any of the Premises any new improvements of any kind or remove or permit any improvements to be removed from any of the Premises without the prior written consent of Buyer; (i6) not restrict, rezone, file or modify any development plan or zoning plan or establish or participate in the establishment of any improvement district with respect to all or any portion of any of the Premises without Buyer's prior written consent; and (7) without Buyer's prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic's or materialmen's liens, and/or similar liens or encumbrances to arise or to be imposed upon any of the Premises or any portion thereof that effects title thereto; (p) Seller has good no actual knowledge that there exists or has existed, and sufficient licenses from Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any of the owners Premises of all literaryany Hazardous Materials. "Hazardous Materials" shall mean any flammables, dramatic explosives, radioactive materials, hazardous wastes, hazardous and musical toxic substances or related materials, asbestos or any material contained in the Seriescontaining asbestos (including, without limitation, vinyl asbestos tile), or upon which the Series is basedany other substance or material, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into defined as a "hazardous substance" by any and all subdistribution agreements federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Sales Agency Federal Comprehensive Environmental Response Compensation and Minimum Guarantee Agreement; Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and (ii) all amounts Recovery Act, as amended, and obligations the rules and regulations adopted and promulgated pursuant to all third parties with respect to production and delivery each of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofforegoing; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date and shall be deemed to represent again as of COE (unless an intervening event occurs which causes such representaxxxn or warranty to become untrue or inaccurate as of the COE and Seller so informs Buyer in writing thereof prior to COE) thax: (a) It intentionally omitted; (b) xx Seller's knowledge, but without investigation or inquiry, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of any of the Properties by any person, authority or agency having jurisdiction; (c) to Seller's knowledge, but without investigation or inquiry, there are no intended public improvements which will or could result in any charges being assessed against any of the Properties which will result in a lien upon such Property; (d) to Seller's knowledge, but without investigation or inquiry, there is no impending or contemplated condemnation or taking by inverse condemnation of any of the Properties, or any portion thereof, by any governmental authorities; (e) to Seller's knowledge, but without investigation or inquiry, there are no suits or claims pending or to Seller's knowledge, but without investigation or inquiry, threatened with respect to or in any manner affecting any of the Properties, nor does Seller know of any 05-163081.1 Walgreens St.Louis, MO Portfolio circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell any of the Properties, or any portion thereof, to a third party other than Tenant pursuant to the right of first refusal granted in the Leases, and Seller will not enter into nor execute any such agreement without Buyer's prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any of the Properties, or any portion thereof, or its potential use, and, to Seller's knowledge but without investigation or inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) the execution of this Agreement and the performance of Seller's obligations hereunder will not violate any agreement to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) prior to COE or any earlier termination of this Agreement, Seller will not enxxx into or execute any employment, management or service contract with respect to any of the Real Properties without Buyer's prior written consent, which consent shall not be unreasonably withheld, provided that any such contract so entered by Seller with Buyer's consent shall provide that such contract can be terminated by Seller, or Seller's successor, at any time without penalty, upon not more than thirty (30) days' prior written notice to the other party thereto. When any such contracts are fully executed, Seller shall deliver a copy thereof to Buyer; (k) no default of Seller exists under any of the Contracts and, to Seller's knowledge, but without investigation or inquiry, no default of the other parties exists under any of the Contracts. Between the Effective Date and COE, or any earlier termination of this Agreement, Seller, without Bxxxr's prior written consent which consent will not be unreasonably withheld, shall not amend, modify or terminate any Contract or waive any substantial right thereunder; (l) intentionally omitted; (m) no consent of any third party (other than Tenant's waiver of its right of first refusal) is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns perform Seller's obligations hereunder. Without limiting the generality of the foregoing, to Seller's knowledge, but without investigation or controls all rights inquiry, no consent of any third party is required in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it order for Seller to assign to Buyer the Rights to Purchaser hereunderContracts or the Leases; (bn) The Series will not contain except for any material which is defamatory item to be prorated at COE in accordance with this Agreement or which will violate or infringe any common law to be paid by Tenant pursuaxx to the terms of the Leases, all bills or other right (including without limitation any copyrightcharges, right 05-163081.1 Walgreens St.Louis, MO Portfolio costs or expenses arising out of privacy or trademark) in connection with or resulting from Seller's use, ownership, or operation of any person, firm or corporationthe Properties up to COE shall be paid in full by Seller; (co) The credits as appearing in all general rexx estate taxes, assessments and personal property taxes that have become due with respect to the original negatives of the Series Properties (except for those that will comply with all agreements and undertakings entered into be paid by Tenant or given in connection with the production of the Seriesprorated at COE) have been paid or will be so paid by Seller prior to COE; (dp) That between the Effective Date and COE or any earlxxx termination of this Agreement, Seller shall not exxxute or enter into any lease with respect to any of the Properties, or terminate, amend, modify, extend or waive any rights under any of the Leases without Buyer's prior written consent, which consent may be withheld at Buyer's discretion; (q) from the Effective Date hereof until COE or the earlier termination of this Agreement, Seller shall (i) pxxxorm in all material respects, its obligations under the Leases, (ii) not amend, modify or waive any material rights under the Leases, and (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Leases; (r) other than as set forth in the environmental reports furnished to Buyer by Seller, Seller has good no actual knowledge (but Seller has conducted no investigation or inquiry) that there exists or has existed, and sufficient licenses from Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any of the owners Properties of all literaryany Hazardous Materials. "Hazardous Materials" shall mean any flammables, dramatic explosives, radioactive materials, hazardous wastes, hazardous and musical toxic substances or related materials, asbestos or any material contained in the Seriescontaining asbestos (including, without limitation, vinyl asbestos tile), or upon which the Series is basedany other substance or material, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into defined as a "hazardous substance" by any and all subdistribution agreements federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Sales Agency Federal Comprehensive Environmental Response Compensation and Minimum Guarantee Agreement; Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and (ii) all amounts Recovery Act, as amended, and obligations the rules and regulations adopted and promulgated pursuant to all third parties with respect to production and delivery each of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofforegoing; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby represents and warrants as follows: that: (a) It has the right and authority to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and Goods will conform to the Seriesrequirements of the Order (including all descriptions, all proceeds specifications, and drawings made a part of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunder; Order); (b) The Series all Goods will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship, and, to the extent not contain manufactured pursuant to detailed designs furnished by Buyer, free from defects in design; (c) the Services shall be performed in a professional manner, by qualified, competent Personnel, and in conformity with applicable law; (d) Seller and its Personnel have and will comply with all applicable laws, rules, regulations, and ordinances applicable to the Agreement, the Goods, their provision of the Services, and their other performance; (e) Buyer will receive good and merchantable title to the Goods and Work Product, free of all liens, claims, or encumbrances; (f) the Work Product, Vendor’s Materials, and/or any material which is defamatory component thereof or which will violate their use by Buyer do not infringe or infringe misappropriate any common law patent, copyright, trademark, trade secret, or other proprietary right (including without limitation any copyright, right of privacy or trademark) of any person, firm and there is no claim, litigation, or corporation; (c) The credits as appearing in the original negatives proceeding pending or threatened alleging any of the Series foregoing; (g) neither Seller nor its Personnel are prohibited by law, contract, or otherwise from performing the Services; (h) it has the full right, power, and authority to perform all the obligations of this Agreement without the consent of any third party, or to the extent any consent is needed, such consent has been obtained or will comply with all agreements be obtained prior to the applicable performance; and undertakings entered into or given in connection with the production of the Series; (d) That (i) Seller has good and sufficient licenses from the owners all materials delivered to Buyer will be free of all literaryviruses or other malicious code of any kind that may disable, dramatic and musical material contained in the Serieserase, display any unauthorized message/content, permit unauthorized access, or upon which the Series is basedotherwise impair Buyer’s software, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements includinghardware, without limitationdata, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties with respect to production and delivery or systems.. Neither Buyer’s approval of Seller’s designs or specifications nor Buyer’s acceptance of Goods or result of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments Services will relieve Seller of its obligations under this warranty. Xxxxx’s warranty rights hereunder are in addition to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereof; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables but will not be payable within 10 months after limited by any standard warranties offered by Seller. This section will survive the date hereof; and that to the best of Seller's knowledge the amount termination of the Related Receivables shall be not less than US$2.7 millionOrder.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date that: a. there are no unrecorded leases (a) It other than the Lease), liens or encumbrances which may affect title to the Property; b. to Seller's knowledge, no uncured notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the right present use or occupancy of the Property by any person, authority or agency having jurisdiction; c. to Seller's knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property; d. to Seller's knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; e. there are no suits or claims pending or to Seller's knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; f. Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party and so long as this Agreement is in effect Seller will not enter into nor execute any such agreement without Buyer's prior written consent; g. Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; h. this transaction will not in any way violate any other agreements to which Seller is a party; i. Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; j. no default of Seller exists under any of the Contracts and, to Seller's knowledge after due inquiry, no default of the other parties exists under any of the Contracts; k. no consent of any third party is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser perform Seller's obligations hereunder; (b) The Series will not contain l. except for any material which is defamatory or which will violate or infringe any common law item to be prorated at COE in accordance with this Agreement, all bills or other right (including without limitation any copyrightcharges, right cxxxs or expenses arising out of privacy or trademark) of any person, firm or corporation; (c) The credits as appearing in the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production or resulting from Seller's use, ownership, or operation of the SeriesProperty up to COE shall be paid in full by Seller; m. all general reax xstate taxes, assessments and personal property taxes that have become due with respect to the Property (dexcept for those that will be prorated at COE) That have been paid or will be so paid by Seller prior to COE; n. from the Effective Date hereof until COE or the xxrlier termination of this Agreement, Seller shall (i) oxxxate and maintain the Property in a manner generally consistent with the manner in which Seller has good operated and sufficient licenses from maintained the owners of Property prior to the date hereof, and shall perform in all literarymaterial respects, dramatic its obligations under the Lease, (ii) not amend, modify or waive any material rights under the Lease, and musical material contained (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Lease; o. Except as may be disclosed in the Seriesenvironmental reports identified on Schedule 13(o) of this Agreement attached hereto (the "Environmental Reports"), which Environmental Reports have been or will be delivered to Buyer in accordance with the terms of this Agreement, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials in violation of applicable law. "Hazardous Materials" shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or upon which the Series is basedany other substance or material, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into defined as a "hazardous substance" by any and all subdistribution agreements federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Sales Agency Federal Comprehensive Environmental Response Compensation and Minimum Guarantee Agreement; Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and (ii) all amounts Recovery Act, as amended, and obligations the rules and regulations adopted and promulgated pursuant to all third parties with respect to production and delivery each of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofforegoing; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date and again as of XXX that: (a) It to Seller's actual knowledge, there are no unrecorded leases (other than the Existing Lease), liens or encumbrances which may affect title to the Property; (b) to Seller's actual knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the right present use or occupancy of the Property by any person, authority or agency having jurisdiction; (c) to Seller's actual knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property; (d) to Seller's actual knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) there are no suits or claims pending or to Seller's actual knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer's prior written consent; (g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's actual knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (h) this transaction will not in any way violate any other agreements to which Seller is a party; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under any of the Contracts and, to Seller's knowledge, no default of any of the other parties exists under any of the Contracts; (k) no consent of any third party is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser perform Seller's obligations hereunder; (bl) The Series will not contain except for any material which is defamatory or which will violate or infringe any common law item to be prorated at XXX in accordance with this Agreement, all bills or other right (including without limitation any copyrightcharges, right costs or expenses arising out of privacy or trademark) in connection with or resulting from Seller's use, ownership, or operation of any person, firm or corporationthe Property up to XXX shall be paid in full by Seller; (cm) The credits all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be prorated at XXX) have been paid or will be so paid by Seller prior to XXX; (n) between the Effective Date and XXX or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to the Property, or terminate, amend, modify, extend or waive any rights under the Existing Lease without Buyer's prior written consent, which consent may be withheld at Buyer's discretion; (o) Seller agrees that, between the Effective Date and XXX or any earlier termination of this Agreement, Seller shall, at its sole cost: (1) continue to operate the Property as appearing heretofore operated by Seller; (2) maintain or cause Tenant to maintain the Property in its current condition and perform required and routine maintenance and make replacements of each part of the Property that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or disfunctioning portion of the Property that is tangible property (whether real or personal) as the relevant conditions require; (3) pay or cause Tenant to pay (as applicable) prior to XXX, all sums due for work, materials or services furnished or otherwise incurred in the original negatives ownership, use or operation of the Series will Property up to XXX; (4) comply or cause Tenant to comply with all agreements and undertakings entered into or given in connection with governmental requirements applicable to the production of the SeriesProperty; (d5) That except as required by a governmental agency, not place or permit to be placed on any portion of the Property any new improvements of any kind or remove or permit any improvements to be removed from the Property without the prior written consent of Buyer; (i6) not restrict, rezone, file or modify any development plan or zoning plan or establish or participate in the establishment of any improvement district with respect to all or any portion of the Property without Buyer's prior written consent; and (7) without Buyer's prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic's or materialmen's liens, and/or similar liens or encumbrances to arise or to be imposed upon the Property or any portion thereof that effects title thereto; (p) Seller has good no actual knowledge that there exists or has existed, and sufficient licenses from Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the owners Property of all literaryany Hazardous Materials. "Hazardous Materials" shall mean any flammables, dramatic explosives, radioactive materials, hazardous wastes, hazardous and musical toxic substances or related materials, asbestos or any material contained in the Seriescontaining asbestos (including, without limitation, vinyl asbestos tile), or upon which the Series is basedany other substance or material, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into defined as a "hazardous substance" by any and all subdistribution agreements federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Sales Agency Federal Comprehensive Environmental Response Compensation and Minimum Guarantee Agreement; Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and (ii) all amounts Recovery Act, as amended, and obligations the rules and regulations adopted and promulgated pursuant to all third parties with respect to production and delivery each of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereofforegoing; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.

Seller’s Warranties. The Seller hereby represents and warrants as followsthat: (ai) It Seller is duly organized, validly existing and in good standing under Delaware law; (ii) the persons executing this Agreement and any of the other documents executed and delivered on behalf of Seller are duly appointed and authorized by Seller to execute such documents; (iii) as of the date of this Agreement, Seller has not entered into, and has no actual knowledge of, any option, contract or other agreement with respect to a purchase or sale of all or any portion of the right Property which remains in effect, except for Seller’s lease with 3200 Walnut, LLC which will be terminated at the Closing; and authority (iv) to Seller’s actual knowledge, no third party approval or consent is required for Seller to enter into this Agreement and or to consummate the transactions contemplated hereby. b. To Seller’s actual knowledge, there is not now pending or threatened any action, suit or proceeding before any court or governmental agency or body against Seller that it has obtained all necessary clearances and owns would prevent Seller from performing its obligations hereunder or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunder; (b) The Series will not contain any material which is defamatory against or which will violate or infringe any common law or other right (including without limitation any copyright, right of privacy or trademark) of any person, firm or corporation; (c) The credits as appearing in the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production of the Series; (d) That (i) Seller has good and sufficient licenses from the owners of all literary, dramatic and musical material contained in the Series, or upon which the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties with respect to production and delivery of the Series (includingProperty. To Seller’s actual knowledge, without limitationno condemnation, all production costs, deferments, profit participations, royalty payments, music synchronization eminent domain or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereof; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation similar proceedings are pending or threatenedthreatened with regard to the Property. Seller has not received any written notice and has no actual knowledge of any pending or threatened liens, special assessments, impositions or increases in assessed valuations to be made against the Property. c. To Seller’s actual knowledge, the list of Contracts to be delivered to Buyer pursuant to this Agreement is or will be true, correct, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any complete as of the rights granted date of its delivery, and the documents constituting the Contracts that are delivered to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute Buyer are true, correct and complete copies of all of the agreements for Contracts affecting the licenseProperty. Neither Seller nor, sale to Seller’s actual knowledge, any other party is in default under any Contract. d. To Seller’s actual knowledge, Seller has received no written notice that the Property or exploitation the use thereof violates any governmental law or regulation or any covenants or restrictions encumbering the Property. To Seller’s actual knowledge, Seller has not received any written notices of violations or alleged violations of any laws, rules, regulations or codes, including building codes, with respect to the Property which have not been corrected to the satisfaction of the Series entered into prior to issuer of the date hereof;notice. (h) That e. Seller will not negotiate has no actual knowledge of, and has received no written notice of, any violation of Environmental Laws on the Property or enter into distribution the presence or subdistribution agreements for release of Hazardous Materials on or from the Series Property in violation of Environmental Laws except as described in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser environmental documents disclosed pursuant to Section 4 3.1(a). The term “Environmental Laws” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the environment as in effect on the date of this Agreement, together with their implementing regulations, guidelines, rules or orders as of the date of this Agreement, and all state, regional, county, municipal and other local laws, regulations, ordinances, rules or orders that are equivalent or similar to the federal laws recited above constitute all materials or that purport to regulate Hazardous Materials. The term “Hazardous Materials” includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material, waste, pollutant or contaminant listed or defined as hazardous or toxic under any Environmental Law. f. Other than this Agreement, the documents delivered at Closing pursuant hereto, the Permitted Exceptions, and the Leases and Contracts, to Seller’s actual knowledge there are no contracts or agreements of any kind relating to the Series in Seller's possession or control;Property to which Seller is a party and that would be binding on Buyer after Closing. (kg. Seller is not and is not acting on behalf of an “employee benefit plan” within the meaning of Section 3(3) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Employee Retirement Income Security Act of 1974, as amended, a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended or an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3 101 of any such employee benefit plan or plans. h. The phrase, to Seller’s “actual knowledge”, in the foregoing representations and warranties shall be deemed to refer exclusively to matters within the current actual (as opposed to constructive) knowledge of Xxxx Xxxxxx who is the Vice President of Seller prior to and in charge of the effective Property for Seller, as of the date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage Agreement. No duty of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental inquiry or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense investigation on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 millionimplied by the making of any representation or warranty which is so limited to matters within Seller’s actual knowledge.

Seller’s Warranties. The Seller hereby represents and warrants as followsOMG both warrant and represent to the Buyer that: (a) It has it is validly existing under the right and authority to enter into this Agreement and that it has obtained all necessary clearances and owns laws of its place of incorporation or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunderregistration; (b) The Series will not contain any material which is defamatory or which will violate or infringe any common law or other right (including without limitation any copyright, right of privacy or trademark) of any person, firm or corporationit has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; (c) The credits as appearing in it has taken all necessary action to authorise its entry into and performance of this agreement and to carry out the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production of the Seriestransactions contemplated by this agreement; (d) That (i) Seller has good its obligations under this agreement are valid and sufficient licenses from the owners of all literary, dramatic binding and musical material contained enforceable against it in the Series, or upon which the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (ii) all amounts and obligations to all third parties accordance with respect to production and delivery of the Series (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereoftheir terms; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused full corporate power and authority to be obtained) copyright registration of said Series in own the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificatesAsset; (f) That there is no claims or litigation are pending or threatenedthreatened in connection with the Asset nor has any event occurred nor is there any dispute, and Seller knows of no dispute claim or demand in connection with the Asset, which may result in a claim or give rise to litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all it is not aware of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereofany reason why it cannot fulfil its obligations under this agreement; (h) That Seller will this agreement does not negotiate conflict with or enter into distribution result in a breach of or subdistribution agreements for the Series in the Territorydefault under any provision of its Constitution or any material term or provision of any agreement or deed or any writ, and Seller will direct all inquiries therefor order or injunction, judgment, law, rule or regulation to Purchaser which it is a party or Purchaser's nomineeis subject or by which it is bound; (i) That all information which has been given by or on behalf of the Series Seller to the Buyer (or to any director, agent or adviser of the Buyer) with respect to the Asset is true, complete and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens accurate in favor of Hellxxall respects; (j) That all information which is known to the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials Seller relating to the Series in Seller's possession Asset or controlotherwise the subject matter of this Agreement which is material to be known by the Buyer has been disclosed to the Buyer; (k) All sums derived from the Related Receivables and/or Seller is not aware of any reason why the distribution, exhibition or other exploitation of Seller cannot transfer the Series by Seller prior Asset to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds")Buyer upon Completion; (l) That Producer owns any intellectual property in relation to the copyright in the Series Asset is valid and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxdsubsisting; (m) That the Seller will transfer the Asset and all applicable information relating to the Asset directly to the Buyer; (n) the Seller will not disclose any Confidential Information relating to the Asset to any other person at any point prior to or post-Completion; (o) the Seller is not party to any agreement under which it is or may be bound to share the profits or pay any royalties or to waive or abandon any rights in connection with the Asset; (p) no governmental contract, agreement, arrangement or understanding to which the Seller is a party and which affects the Asset provides for any payment or receipt of funds not accurately reflecting the value on an arm’s length basis of the services or goods in consideration of which that payment or receipt of funds is made; (q) no contract or arrangement of the Seller concerning the Asset involves either directly or indirectly any offer or payment to any government official to influence him or to assist in the obtaining or retaining of business nor does it involve any offer or payment to any other person while knowing or having reason to know that all or a portion of the matter offered or any such payment would be made available or paid to any government official for the same purposes; and (r) the Seller has not taken any action so that any person becomes entitled to receive from the Buyer any finder’s fee, brokerage or other third-party consent or approval is required for Seller to assign commission in connection with the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part sale of the obligors thereof; that Seller has no reason to believe business or the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 millionAsset.

Seller’s Warranties. The Seller hereby warrants, covenants and represents and warrants to Buyer as follows, all of which warranties, covenants and representations are and shall be true and correct as of the Effective Date and shall be true and correct as of the date of settlement: (a) It Seller has the right full power and authority to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser perform its obligation hereunder;. (b) The Series Other than the Lease, there will not contain any material which is defamatory or which will violate or infringe any common law be at the time of settlement no tenants, occupants or other parties having any right (including without limitation or option to occupy the Property or any copyright, right of privacy or trademark) of any person, firm or corporationportion thereof except as may be disclosed in the title commitment; (c) The credits as appearing in To Seller’s knowledge, no assessments for public improvements have been made against the original negatives Property, which remains unpaid, and Seller has not received notice of any proposed assessment for public improvements. (d) To the best of the Series will comply knowledge of Seller’s operations manager for the Property, there are no actions, suits or proceedings pending, threatened against or affecting the Property or any portion thereof, or relating to or arising out of the ownership, management, operation or occupancy of the Property. (e) To the best of the knowledge of Seller’s operations manager for the Property, there are no violations of any federal, state, county or municipal law, ordinance, order, regulation or requirement affecting any portion of the Property, and no notices of any such violations have been issued by any municipal or other governmental authority, by any insurance carrier which has issued a policy with all agreements and undertakings entered into respect to the Property, or given by any board of underwriters (or other body exercising similar functions), requiring or calling attention to the need for any work, repairs, construction or installation on, about, or in connection with the production Property, except as set forth in the report attached as Schedule 4. (f) To Seller’s knowledge, there are no employment, management, service, equipment, supply, maintenance or concession agreements which in any way affect the Property, and Buyer shall be under no obligation to- hire, or recognize any responsibility to, and person, persons or companies employed by Seller in connection with the ownership or operation of the Series;Property. (dg) That (i) Seller has good and sufficient licenses from To the owners best of all literarythe knowledge of Seller’s operations manager for the Property, dramatic and musical material contained there is no defective condition, structural or otherwise, in the Seriesbuilding or other improvements on the Property except as set forth at Schedule 3, attached hereto and made a part hereof, as such Schedule may be supplemented as described herein. The heating and air conditioning, plumbing, electrical and drainage systems, at or upon which servicing the Series is basedProperty, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements facilities and equipment relating thereto are in good condition and working order except as set forth at Schedule 3, attached hereto and made a part hereof, as such Schedule may be supplemented as described herein. (h) To the best of the knowledge of Seller’s operations manager for the Property, and except as set forth in the report attached hereto as Schedule 5: (1) The Property (including, without limitation, the Sales Agency land, surface, water, groundwater and Minimum Guarantee Agreement; and improvements therein or thereon) is free of all contamination (ii“Contamination”) all amounts and obligations to all third parties with respect to production and delivery of the Series (including, without limitation, all production costs(A) any “hazardous waste”, defermentsas defined in the Resource Conservation and Recovery Act of 1976, profit participationsas amended form time to time, royalty paymentsand regulations promulgated thereunder; (B) any “hazardous substance”, music synchronization “pollutant” or other music costs“contamination”, license fees as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder; (C) any residualoil, supplemental market petroleum products and their by-products; and (D) any substance the presence of which on the Property is prohibited or other payments regulated under any federal, state or local law similar to any guild or union) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible for the payment and/or satisfaction thereof;those referred to above. (e2) That Seller owns the exclusive right under copyright to distribute the Series as herein described The Property is in compliance with all federal, state and that local environmental laws, regulations and ordinances, and Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in not been notified by the United States Copyright OfficeEnvironmental Protection Agency or any state or local governmental health or environmental protection agencies that it is in violation of any federal, and shall obtain (state or cause local environmental law, regulation or ordinance or that it is under investigation with respect to be obtained) a possible violation of any and all renewals thereofsuch law, and will prior regulation and/or ordinance pertaining to closing hereunder furnish Purchaser with copies Seller’s ownership or use of the applicable copyright registration certificates;Property. (f3) That no claims No underground septic system, waste storage or litigation are pending distribution system or threatened, and Seller knows of no dispute which may result in a claim petroleum product or litigation, which might adversely affect any of by-product storage system exists on the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee;Property. (i) That From the Series date hereof until settlement, Seller shall continue to operate and Related Receivables are free and clear of any liens, claims or encumbrances whatsoevermaintain the Property in the same fashion as it has heretofore, except for liens in favor of Hellxx;that Seller shall not enter into any new lease, or other wise make any commitment or agreement respecting the Property which will be binding upon or will effect Buyer, without prior consultation with and written consent from Buyer. (j) That This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. Neither the Series execution and all delivery nor the performance of this Agreement will result in any breach of any term or provision of any contract, agreement or other instrument, or any judgment, decree or order of any court to which Seller is a party, or by which Seller may be bound. No consent or authorization of any person, firm, corporation or other entity pursuant to any of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating aforementioned instruments or otherwise is required as a condition precedent to the Series in Seller's possession consummation by Seller of this Agreement or control;the transactions contemplated hereby. (k) All sums derived To Seller’s knowledge, any and all tax returns or reports of any nature whatsoever required to be filed up to the date of settlement will have been duly filed by the Seller, and all payments reported on such returns and reports as due from the Related Receivables and/or the distributionSeller, exhibition or other exploitation together with all interest and penalties relating thereto, shall have been paid in full by Seller as of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds");settlement. (l) That Producer owns the copyright in the Series To Seller’s knowledge, all documents, instruments, books and that Seller will cause Producer records furnished to provide Buyer, whether or not referred to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the made a part of the obligors thereof; that this Agreement, are in all respects true, correct and complete. Seller has no reason shall supplement and modify any representation or warranty contained herein based upon information obtained prior to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 millionsettlement.

Seller’s Warranties. The Seller hereby represents warrants to the Purchaser, as the date of this Agreement and warrants as of the Completion Date, as follows: (a) It she has the all requisite capacity and right and authority to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights to perform fully her obligations under this Agreement in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it to assign the Rights to Purchaser hereunderaccordance with its terms; (b) The Series will not contain any material which is defamatory or which will violate or infringe any common law or other right (including without limitation any copyrightthis Agreement has been duly executed and delivered by her and, right of privacy or trademark) of any personassuming the due authorization, firm or corporationexecution and delivery by the Purchaser constitutes her legal, valid and binding obligation enforceable against her in accordance with its terms; (c) The credits as appearing she is entitled to sell and transfer the full legal and beneficial ownership in the original negatives of Sale Shares to the Series will comply with all agreements and undertakings entered into or given Purchaser on the terms set out in connection with the production of the Seriesthis Agreement; (d) That the execution and delivery of, and the performance of her obligations under this Agreement will not: (i) Seller has good and sufficient licenses from the owners of all literary, dramatic and musical material contained result in the Seriesa breach of, or upon give rise to a default under, any contract or other instrument to which the Series she is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and a party or by which she is bound; (ii) all amounts and obligations result in a breach of any applicable laws or regulations or any order, judgment or decree of any court, governmental agency or regulatory authority applicable to all third parties with respect her or any of her assets or to production and delivery of the Series which she is a party or by which she is otherwise bound; nor (includingiii) require her to obtain any consent or approval from or make any registration with, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization any governmental or other music costs, license fees and any residual, supplemental market authority or other payments to any guild or union) shall have been fully paid and satisfied by Seller andthird party, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall be solely responsible except for the payment and/or satisfaction thereofpre-clearance authorization to sell the Sale Shares which she has duly obtained from the Company; (e) That Seller owns other than arising under the exclusive right under copyright terms of the WBA Shareholders’ Agreement: (i) there is no Encumbrance on, over or affecting any of the Sale Shares; (ii) there is no agreement or commitment (conditional or otherwise) to distribute give or create any of the Series as herein described and that Seller foregoing; and (iii) no person has obtained (or caused made any claim to be obtained) copyright registration of said Series in the name entitled to any of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificatesforegoing; (f) That no claims she is entering into this Agreement as principal and not as broker or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect agent for any of the rights granted to Purchaser hereunderother person; (g) That the Pre-Closing Agreements constitute all of the agreements for the licenseshe is not insolvent, sale and is not subject to insolvency proceedings including without limitation personal insolvency or exploitation of the Series entered into prior to the date hereofbankruptcy proceedings and no fact exists that would result in such event occurring; (h) That Seller neither she, any of any of her affiliates (as defined in Regulation 501 under the Securities Act), nor any Person acting on her or their behalf, has engaged or will not negotiate engage in any “directed selling efforts” (as defined in Regulation S under the Securities Act) or enter into distribution or subdistribution agreements for “general solicitation” (as defined in Regulation D under the Series in Securities Act) with respect to the TerritorySale Shares, and Seller she and they have complied and will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That comply with the Series and Related Receivables are free and clear offering restrictions requirement of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds"); (l) That Producer owns the copyright in the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxd (m) That no governmental or other third-party consent or approval is required for Seller to assign the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.Regulation S.

Seller’s Warranties. The Seller hereby represents and warrants to Buyer as followsof the Effective Date and again as of XXX that: (ai) It there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property; (ii) to the best of Seller's knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the right present use or occupancy of the Property by any person, authority or agency having jurisdiction; and, if any such notice of violation is issued subsequent to the Effective Date of this Agreement and prior to XXX Seller may, at Seller's sole option, immediately correct any claimed violations and bear all expenses, fees or related expenditures in connection therewith arising from or being related to a time prior to XXX either directly or by credit to the Additional Funds due at XXX; (iii) to the best of Seller's knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property; (iv) to Seller's knowledge, after due inquiry, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (v) there are no suits or claims pending or, to the best of Seller's knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer's prior written consent; (vii) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to the best of Seller's knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party; (ix) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (x) prior to XXX or any earlier termination of this Agreement, Seller will not enter into or execute any, employment, management or service contract with respect to the Real Property without Buyer's prior written consent, which consent shall not be unreasonably withheld, provided that any such contract so entered by Seller with Buyer's consent shall provide that such contract can be terminated by Seller, or Seller's successor, at any time without penalty, upon not more than 30 days' prior written notice to the other party thereto. When any such contracts are fully executed, Seller shall deliver a copy thereof to Buyer; (xi) no default of Seller exists under any of the Contracts and, to Seller's knowledge after due inquiry, no default of the other parties exists under any of the Contracts. Between the Effective Date and XXX, or any earlier termination of this Agreement, Seller, without Buyer's prior written consent which consent will not be unreasonably withheld, shall not amend, modify or terminate any Contract or waive any substantial right thereunder; (xii) if, at any time after the end of the Study Period and prior to XXX, Buyer delivers at least 5 days' prior written demand to Seller requesting that Seller send a written notice terminating a Contract, Seller shall promptly do so, provided, however, that such notice shall provide that: [a] the termination effected thereby is subject to XXX taking place; [b] as to the Contract, the effective date of the termination shall be in accordance with the Contract being terminated thereby; and, [c] Seller shall fully and timely pay to the other party to the Contract being terminated all termination costs or penalties which may be required in accordance with the Contract being terminated; (xiii) no consent of any third party is required in order for Seller to enter into this Agreement and that it has obtained all necessary clearances and owns or controls all rights perform Seller's obligations hereunder. Without limiting the generality of the foregoing, to Seller's knowledge after due inquiry, no consent of any third party is required in and to the Series, all proceeds of Exploitation thereof, the Related Receivables, the Pre-Closing Agreements, the Pre-Closing Proceeds, the literary material upon which the Series was based and all music and performances contained in the Series as are necessary to enable it order for Seller to assign to Buyer the Rights to Purchaser hereunderapproved Contracts or the Lease; (bxiv) The Series will not contain except for any material which is defamatory or which will violate or infringe any common law item to be prorated at XXX in accordance with this Agreement, all bills or other right (including without limitation any copyrightcharges, right costs or expenses arising out of privacy or trademark) in connection with or resulting from Seller's use, ownership, or operation of any person, firm or corporationthe Property up to XXX shall be paid in full by Seller; (c) The credits as appearing in the original negatives of the Series will comply with all agreements and undertakings entered into or given in connection with the production of the Series; (d) That (i) Seller has good and sufficient licenses from the owners of all literary, dramatic and musical material contained in the Series, or upon which the Series is based, to the extent required to enable Purchaser to exploit the rights granted hereunder and to enter into any and all subdistribution agreements including, without limitation, the Sales Agency and Minimum Guarantee Agreement; and (iixv) all amounts general real estate taxes, assessments and obligations to all third parties personal property taxes that have become due with respect to production and delivery of the Series Property (including, without limitation, all production costs, deferments, profit participations, royalty payments, music synchronization or other music costs, license fees and any residual, supplemental market or other payments to any guild or unionexcept for those that will be prorated at XXX) shall have been fully paid and satisfied by Seller and, if any such amounts and/or obligations arise after the delivery of the Series, Seller shall or will be solely responsible for the payment and/or satisfaction thereof; (e) That Seller owns the exclusive right under copyright to distribute the Series as herein described and that Seller has obtained (or caused to be obtained) copyright registration of said Series in the name of the copyright owner in the United States Copyright Office, and shall obtain (or cause to be obtained) any and all renewals thereof, and will prior to closing hereunder furnish Purchaser with copies of the applicable copyright registration certificates; (f) That no claims or litigation are pending or threatened, and Seller knows of no dispute which may result in a claim or litigation, which might adversely affect any of the rights granted to Purchaser hereunder; (g) That the Pre-Closing Agreements constitute all of the agreements for the license, sale or exploitation of the Series entered into prior to the date hereof; (h) That Seller will not negotiate or enter into distribution or subdistribution agreements for the Series in the Territory, and Seller will direct all inquiries therefor to Purchaser or Purchaser's nominee; (i) That the Series and Related Receivables are free and clear of any liens, claims or encumbrances whatsoever, except for liens in favor of Hellxx; (j) That the Series and all of the delivery materials relating thereto are of first-class technical quality suitable for all forms of worldwide distribution and exhibition, and that the items delivered to Purchaser pursuant to Section 4 above constitute all materials relating to the Series in Seller's possession or control; (k) All sums derived from the Related Receivables and/or the distribution, exhibition or other exploitation of the Series so paid by Seller prior to the effective date of this Agreement (other than the Discovery License) are set forth on Schedule 4 hereto by payor, territory, amount and date (collectively, the "Pre-Closing Proceeds")XXX; (lxvi) That Producer owns between the copyright in Effective Date and XXX or any earlier termination of this Agreement, Seller shall not execute or enter into any lease, or terminate, amend, modify, extend or waive any rights under the Series and that Seller will cause Producer to provide to Hellxx x xortgage of copyright and security agreement from Producer in form and substance satisfactory to Hellxx; xxdLease without Buyer's prior written consent, which consent may be withheld at Buyer's discretion; (mxvii) That no governmental Seller agrees that, between the Effective Date and XXX or other third-party consent or approval is required for any earlier termination of this Agreement, Seller shall, at its sole cost: [a] continue to assign operate the Related Receivables to Purchaser (or to Hellxx xxxsuant to the Hellxx Xxxeement); that the Related Receivables are not Property as heretofore operated by Seller subject to any right of offset or defense on the part of the obligors thereof; that Seller has no reason Buyer's rights under this Agreement to believe the Related Receivables will not be payable within 10 months after the date hereof; and that to the best direct specific activities of Seller's knowledge the amount of the Related Receivables shall be not less than US$2.7 million.;