Title to the Repurchased Preferred Shares. QHREAC is the record owner of the Repurchased Preferred Shares, and has good and valid title to the Repurchased Preferred Shares free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. QHREAC has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of any Repurchased Preferred Shares or its rights therein, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Repurchased Preferred Shares that limits QHREAC’s power to transfer the Repurchased Preferred Shares hereunder. Upon delivery of the Repurchased Preferred Shares (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), the Company will acquire good and valid title to the Repurchased Preferred Shares, free and clear of all liens, encumbrances, equities or claims, and, if delivery of the Repurchased Preferred Shares is effected by crediting a securities account of the Company, a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Repurchased Preferred Shares, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company.
