Common use of Purchased Assets Clause in Contracts

Purchased Assets. (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Purchased Asset Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any of its Affiliates, any Transferor, any Underlying Obligor, Guarantor or any other Person, except as set forth in the Purchased Asset Documents delivered to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election and at Seller’s sole cost and expense and at any time during the term of this Agreement, Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyereach Purchased Asset is true and correct, except as otherwise disclosed in writing on the respective executed copy of the related Confirmation. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election at any time during the term of this Agreement, and, so long as no Default or Event of Default has occurred and is true continuing, upon at least five (5) Business Days’ prior written notice thereof to Seller, Buyer may, at Seller’s sole cost and correctexpense, complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets.

Purchased Assets. Prior to giving effect to the transactions contemplated herein: (1a) No Seller Entity has assignedand MGT Parent are the exclusive, pledgedtrue and lawful owner of all right, title, and interest in and to the Purchased Assets and have good and valid title thereto. The Purchased Assets are free and clear of any Liens, licenses or other encumbrances and no rights, licenses, covenants not to ▇▇▇ or similar rights have been granted with respect to the Purchased Assets. The Purchased Assets are all of the assets and properties used in connection with the conduct of the Business and are sufficient to operate the Business as presently operated. (b) The Purchased Assets have not been the subject of any Action and, to Seller’s Knowledge, there is no Action pending, asserted or threatened by or against Seller or MGT Parent concerning the ownership, use of, misappropriation, or otherwise conveyed licensed right to use, any of the Purchased Assets. (c) All of the inventors of the Purchased Assets have assigned their rights in the Purchased Assets to the Seller and all such rights are included in the Purchased Assets. No inventor of the Purchased Assets is in default or encumbered breach of any Mortgage Loan term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, ownership, development, use or transfer of the Purchased Assets. To the extent that any Purchased Asset has been conceived, developed or created for Seller by any other Person, Seller has executed valid and immediately prior enforceable written agreements with such Person with respect thereto transferring to Seller the sale entire right, title and interest therein and thereto by operation of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (law or by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entityvalid written assignment. (2d) Except as set forth in Schedule 6.5, there are no inventors of the Purchased Assets other than the named inventors of the Purchased Assets. There are no asserted or unasserted claims of ownership of the Purchased Assets by any Person other than the named owners of the Purchased Assets, and all such rights are being transferred to DDGG pursuant to this Agreement. (e) All documents, agreements, prototypes, models, product samples, books, notebooks, certificates, licenses, files and any other diligence materials that Seller has provided to the Purchaser in connection with the Purchaser’s evaluation of the Purchased Assets are true, correct and complete originals (if originals were provided by Seller) or copies of such materials. (f) The provisions Seller has provided to the Purchaser all information pertaining to the player data (including, without limitation, player registrations, deposits, active users, mailing lists) and such information is accurate and correctly reflects the information as it relates to the Business. (g) Seller owns or has the right to use all Software material to the Business, including, but not limited to, the operation of ▇▇▇▇▇▇▇▇.▇▇▇, and Seller is hereby transferring all such rights as part of the Purchased Assets (h) Seller has sufficient readily available cash-on-hand to consummate the transactions contemplated by this Agreement and to pay to Purchaser cash in an amount equal to the Player Deposits. (i) Section 6.5(i) of the Disclosure Schedule lists all registrations of Intellectual Property used in the Business, and all such registrations are effective to either constitute a sale of Purchased Items to Buyer in good standing. Seller or to create in favor of Buyer a valid and fully perfected first priority security interest in MGT Parent owns all right, title and interest in and to the Intellectual Property assets used in the Business free and clear of Seller inLiens. Except as set forth in Section 6.5(i) of the Disclosure Schedule, to and under none of MGT Parent, the Seller, the Purchased Items. (3) Upon receipt by Custodian Assets or the Business as currently or formerly owned, licensed or used, have not and do not infringe, violate or misappropriate the Intellectual Property of each Mortgage Noteany Person. To Seller’s Knowledge, endorsed in blank by a duly authorized officer of Sellerno person or entity has infringed, either a purchase shall have been completed by Buyer of each Mortgage Note violated or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party"misappropriated, Seller as "Debtor" and describing the Purchased Itemsor is infringing, in the jurisdictions and recording offices listed on Exhibit IV attached heretoviolating or misappropriating, the security interests granted hereunder any Intellectual Property assets included in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial CodeAssets. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Seller has no Actual Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person. No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Seller has no Actual Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person. No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that ▇▇▇▇▇ also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer.

Purchased Assets. (1i) No As of the date hereof, Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Asset (or any interest therein) to any other Person, and immediately prior to the sale of such Mortgage Loan Asset to Buyerthe Buyers, the respective Seller Entity was the sole owner of such Mortgage Loan Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer the Buyers hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2ii) The provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer the Buyers or to create in favor of Buyer the Agent for the ratable benefit of the Buyers a legal, valid and fully perfected first priority enforceable security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3iii) Upon receipt by the Custodian of each Mortgage Mezzanine Note or Junior Interest Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer the Buyers of each Mortgage such Mezzanine Note or Buyer Junior Interest Note, as applicable, or the Agent shall have for the ratable benefit of the Buyers a valid and fully perfected first priority security interest in the applicable Mortgage Note all right, title and in such interest of Seller Entity's interest in the related Mortgaged PropertyPurchased Items described therein. (4iv) Each of the representations and warranties made in respect of the Purchased Assets pursuant to Schedule 1(a) – 1(j), as applicable, are true, complete and correct. (v) Upon the filing of financing statements on Form UCC-1 naming Buyer the Agent, as "agent for the Buyers, as “Secured Party"”, Seller as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV C attached hereto, the security interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5vi) Upon execution and delivery of the Account Control Agreement, Buyer the Agent shall either be have, for the owner ofratable benefit of the Buyers, or have a valid and fully perfected first priority security interest in, the “investment property property” and all “deposit accounts accounts” (each as defined in the Uniform Commercial Code) comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer and unless such transaction (1) is not otherwise expressly prohibited under this Agreement, (2) was upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm's length transaction with a Person which is not an Affiliate and (3) was a sale that would not be recharacterized as a financing in the event of a bankruptcy, insolvency or such Affiliate is a Seller Entityother similar proceeding. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Personhas, and immediately prior to the sale of such Mortgage Loan to BuyerClosing will have, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable valid title theretoto, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets, free and clear of all Liens, in each case any Encumbrance except for Liens to be released simultaneously with Permitted Encumbrances. At the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Closing, Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered will transfer to Buyer or such Affiliate is a Buyer Designee good and valid title to, or, if Seller Entityhas a leasehold interest or license, a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets, free and clear of any Encumbrance except for Permitted Encumbrances. Other than Seller, no other Person has any legal title to, or beneficial interest in, any of the Purchased Assets. (2b) The provisions of Manufacturing Equipment and Non-Manufacturing Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. All personal tangible Purchased Assets are located at the Leased Premises. (c) Except for any billing, order entry, fulfillment, accounting, collections, finance, operations, engineering or other corporate centralized functional organizations within, or controlled by, Seller or its Affiliates, the Purchased Assets and the Transferred Employees and the other rights acquired or licensed under this Agreement and the Ancillary Agreements constitute all tangible and intangible property, assets, personnel and rights of Seller or its Affiliates that are effective primarily related to either constitute a sale or primarily used in the operation or conduct of the Business and are sufficient to permit Buyer to conduct the Business immediately following the Closing in substantially the same manner as it is currently conducted. In the event this Section 4.5(c) is unintentionally breached because Seller has in good faith failed to identify and transfer any asset or property or provide any service primarily related to or primarily used in the operation or conduct of the Business or the Purchased Items Assets, such breach shall be deemed cured if Seller promptly, but in no event, later than thirty (30) days following such failure to identify and transfer, transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to create in favor of Buyer or a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsBuyer Designee. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assignedSubject to obtaining the consents in Section 3.03(b), pledgedSections 6.01(d) and 6.02(d) and Schedule 6.02(e), or otherwise conveyed or encumbered any Mortgage Loan to any other Personimmediately after the Land Rights Closing, and immediately prior to the sale Knowledge of such Mortgage Loan to Seller, Buyer, ’s interest in the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, RTS Project Land Rights shall be free and clear of all Liens (other than Permitted Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity). (2b) The provisions As of the date of this Agreement and the Undepreciated Assets Closing Date, the Undepreciated Assets constitute all of the assets (other than any RTS Project Land Rights) that Seller and its Affiliates have developed, owned, leased or in which Seller has an interest as of such date that are effective related to either constitute a sale of Purchased Items the Undepreciated Assets, except for such assets that are expressly contemplated to Buyer or be retained by Seller pursuant to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsSection 2.03. (3c) Upon Subject to obtaining the Undepreciated Assets at the Undepreciated Assets Closing Date and the receipt by Custodian of each Mortgage Notethe approvals referenced in Section 3.03, endorsed and taking into account the services and other benefits to be provided pursuant to any Ancillary Agreement, Buyer will have the necessary rights to own the Undepreciated Assets immediately after the Undepreciated Assets Closing Date in blank a manner substantially consistent with Seller’s ownership of the Undepreciated Assets immediately prior to the Undepreciated Assets Closing Date (subject to such changes resulting from any approval specified in Section 3.03(a) in any order by a duly authorized officer Government Authority). (d) Prior to and from the date of this Agreement through the Undepreciated Assets Closing Date, Seller has conducted, operated and used the Undepreciated Assets in accordance with Good Utility Practice, except for where the failure to do so would not reasonably be expected to have a material adverse effect on the Undepreciated Assets. (e) Except as would not reasonably be expected to have a material adverse effect on RTS, and subject to obtaining the consents in Section 3.03(b), immediately after the Undepreciated Assets Closing, Buyer will have good and valuable title to or a valid right to own the Undepreciated Assets so purchased free and clear of all Liens (other than Permitted Liens). (f) Except as set forth on Schedules 3.05(f), 6.02(f), 3.03 (b) or Section 6.01(d) and 6.02(d) as of the Land Rights Closing Date (with respect to the RTS Project Land Rights) and the Undepreciated Assets Closing Date (with respect to the Undepreciated Assets), except for those rights granted by this Agreement, any Transaction Agreement or any Conveyance Document, no Person has any rights to acquire, use or lease all or any portion of any Purchased Asset owned or otherwise held by Seller as of such dates, or obtain any interest therein (other than any rights pursuant to a Permitted Lien), and no Person has any outstanding options, rights of first refusal or first offer or rights of reverter, or any other similar rights with respect to any Undepreciated Assets and no Person has any outstanding options, rights of first refusal or first offer or rights of reverter, or any other similar rights with respect to any of the RTS Project Land Rights. (g) To the Knowledge of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note there are no third-party occupations that materially restrict or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Itemsinterfere with Seller’s existing operations on, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests or under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial CodeReal Properties. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity Each Purchased Asset, other than a Purchased Asset that has assigned, pledgedbeen, or otherwise conveyed is contemporaneously being, repurchased pursuant to Section 3.04 or encumbered any Mortgage Loan to 3.05 or any other Personrequirement hereof, is an Eligible Asset. Each representation and immediately prior warranty of Seller set forth in the Repurchase Documents (including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyereach Purchased Asset is true and correct, except as otherwise disclosed in any applicable Representation Exception or otherwise in writing on the respective executed copy of the related Confirmation. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Except as reported to Buyer or disclosed in materials or notices delivered to Buyer in accordance with Sections 8.08 and 8.09, Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, in each case, other than as disclosed to Buyer on the related Confirmation on or before each related Purchase Date or, if such event occurred following the Purchase Date, with respect to which either (i) Buyer consented in writing in its sole discretion, or (ii) Seller has repurchased or is in the process of repurchasing the Purchased Asset in accordance with Section 3.04(c). No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any applicable Affiliate of Seller. None of the representations Purchased Asset Documents (to the extent relating to the applicable Purchased Asset) has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder 117 USActive 61107184.9 or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such USActive 61107184.9 requirement. Assuming that ▇▇▇▇▇ also meets such requirement, the assignment and warranties pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election (and, so long as no Default or Event of Default exists, at Buyer’s sole cost and expense including, without limitation, the cost of any applicable recording and/or transfer or mortgage recording taxes and re-recording costs and taxes) and at any time during the term of this Agreement, and, so long as no Default or Event of Default exists, upon the delivery of at least five (5) Business Days prior written notice thereof to Seller, Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets; provided, that, in no event shall any such completion or recordation modify, waive, alter or impair any obligation of Buyer, so long as no Default or Event of Default has then occurred and is continuing and no unsatisfied Margin Deficit exists, to transfer to Seller any such Purchased Asset on Schedule 1 is true the applicable Repurchase Date upon the transfer by Seller to Buyer of the applicable Repurchase Price(s) thereof in accordance with Section 3.04 or 3.05, together with Blank Assignment Documents, executed by ▇▇▇▇▇, for each such repurchased Purchased Asset with respect to which ▇▇▇▇▇ previously completed and correctrecorded Blank Assignment Documents as provided in this sentence.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Purchased Asset to any other Person, except Buyer hereunder, and immediately prior to the sale of such Mortgage Loan Purchased Asset to Buyer, the respective Seller Entity was the sole legal and beneficial owner of such Mortgage Loan Purchased Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No At the time of sale from Seller to Buyer, each Mortgage Loan involved in the Transaction meets the criteria of an Eligible Asset. No Eligible Assets sold to Buyer hereunder was acquired (were adversely selected by purchase or otherwise) by a Seller Entity from an Affiliate its portfolio of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entityloans. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsItems free and clear of any adverse claims. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller (or by an authorized officer of the related Approved Originator, if not previously endorsed to Seller), either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", each Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, in all investments in the investment property Collection Account relating to the Purchased Assets and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correctcorrect as of the date specified for each such representation and warranty therein.

Purchased Assets. (1a) No Seller Entity or a Subsidiary has assigned, pledgedand at the Closing will have good and valid title to, or otherwise conveyed a valid and binding leasehold interest or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyerlicense in, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title theretoPurchased Assets, free and clear of all Liens, in each case any Encumbrance except for Liens to be released simultaneously with Permitted Encumbrances. At the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase Closing, Seller or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered Subsidiary will transfer to Buyer or such Affiliate is a Buyer Designee good and valid title to, or, if Seller Entityor a Subsidiary has a leasehold interest or license, a valid and binding leasehold interest or license in, the Purchased Assets, free and clear of any Encumbrance except for Permitted Encumbrances. This Section 3.5(a) does not apply to Intellectual Property licensed to Buyer pursuant to the Intellectual Property Agreement. (2b) The provisions Each material item of Principal Equipment and Purchased Leased Equipment is in good operating condition and repair, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “where is” and, as to condition, “as is” basis. (c) Except for (i) the Excluded Assets and (ii) portfolio-wide Patent cross-licenses for which such Patent cross-licenses were not entered into in connection with an arrangement the primary purpose of which related to the µWave Business, the Purchased Assets and the Transferred Employees and the other rights acquired or licensed under this Agreement and the Collateral Agreements (including the goods and services to be provided or available to be provided pursuant to the Transition Services Agreement) constitute all tangible and intangible property, assets, personnel and rights of Seller or any Subsidiary that are effective (i) primarily related to either constitute or primarily used in the operation of the µWave Business and (ii) sufficient for the conduct and operation of the µWave Business as a sale product line of Purchased Items another company immediately following the Closing in substantially the manner in which the µWave Business is being conducted as of the date hereof. In the event this Section 3.5(c) is unintentionally breached because Seller or a Subsidiary has in good faith failed to identify and transfer any asset or property or provide any service primarily related to or primarily used in the operation of the µWave Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly, but in no event, later than thirty (30) days following such failure to identify and transfer, transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to create in favor of Buyer or a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsBuyer Designee. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Immediately upon receipt by the Noteholders of G▇▇▇▇▇▇’▇ payment of the monies owed pursuant to Section 2.3(a) below of this Agreement (“Assignment Effective Date”), Seller Entity has assignedabsolutely and irrevocably assigns, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Personsells, and immediately prior transfers to G▇▇▇▇▇▇, and its designees, and their respective successors and assigns, all right, title, and interest throughout the sale of such Mortgage Loan world in and to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, all MedPro Intellectual Property Rights free and clear of all Liensdebts, in each case except for Liens to security interests, liens, licenses and other encumbrances (all of the foregoing individually and/or collectively “Transferred Rights”). The Transferred Rights shall be released simultaneously with deemed conveyed effective on the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityAssignment Effective Date. (2b) The provisions Seller agrees to execute the Intellectual Property Assignment Agreement attached to this Agreement at Exhibit B hereto concurrently with the execution of this Agreement are (which Intellectual Property Assignment Agreement shall not be effective until the Assignment Effective Date), and any and all other documents and agreements reasonably requested by G▇▇▇▇▇▇ to either constitute a evidence the intent or effectiveness of the assignment, sale and transfer contemplated by Section 2.1 of Purchased Items this Agreement at no additional consideration to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsSeller. (3c) Upon receipt by Custodian Noteholders acknowledge and agree that all debts, security interests, liens, licenses and other encumbrances of each Mortgage Notethe Noteholders (to the extent any exist, endorsed in blank by a duly authorized officer of Sellerwhether or not perfected), either a purchase shall have been completed by Buyer of each Mortgage Note directly or Buyer shall have a valid and fully perfected first priority security interest indirectly, in the applicable Mortgage Note MedPro Intellectual Property shall be released in full effective on Assignment Effective Date, and Noteholders agree to execute concurrently with the execution of this Agreement the security release documents attached to this Agreement at Exhibit D, which security release documents shall not be effective until the Assignment Effective Date. From and after the Assignment Effective Date, Noteholders and Seller agree to reasonably cooperate and reasonably assist G▇▇▇▇▇▇ in connection with the release and extinguishment of such Seller Entity's interest in security interests, liens and encumbrances and to execute any and all other documents reasonably requested by G▇▇▇▇▇▇ to evidence the related Mortgaged Propertyintent or effectiveness of such release and extinguishment. (4d) Upon Each Party acknowledges and agrees that given the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party"Irrevocable Instructions, Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner notwithstanding any covenant of, or have a valid and fully perfected first priority security interest inrestriction or prohibition on, either MedPro Safety or MedPro Investments for the benefit of any of the Noteholders or of the Trustee, the investment property assignment, sale and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each transfer of the representations MedPro Intellectual Property Rights pursuant to this Agreement shall not be contingent on any of the Noteholders’ receipt of the Interest Payments, in whole or in part, and warranties shall be contingent only on Schedule 1 is true and correctG▇▇▇▇▇▇’▇ payments pursuant to Section 2.3(a).

Purchased Assets. (1) No Seller Entity Neither NCCC nor NCMC has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between any of NCCC, Worth Funding Incorporated and NCMC), and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity NCCC and/or NCMC was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC or NCMC from an Affiliate of such Seller Entity NCCC or NCMC (except as between any of NCCC, Worth Funding Incorporated and NCMC), as applicable unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC and NCMC in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC or NCMC, as applicable, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller and NCCC and NCMC as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC and NCMC in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had Sellers have good and marketable title theretoto, a valid leasehold interest in or the right to use, all of the Purchased Assets. Upon the entry and effectiveness of the Sale Order, Sellers will have the power and right to sell, assign, transfer, convey and deliver, as the case may be, to Buyer the Purchased Assets, free and clear of all LiensEncumbrances other than Permitted Encumbrances and Assumed Liabilities. Other than Encumbrances that will be released upon the entry and effectiveness of the Sale Order, Sellers own or have rights to, and upon delivery to Buyer at the Closing will transfer to Buyer, good title to or a valid leasehold interest in each case all of the Purchased Assets, free and clear of all Encumbrances, except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityPermitted Encumbrances and Assumed Liabilities. (2b) The provisions of this Agreement are effective Purchased Assets, together with the services to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and be provided under the Purchased ItemsTransition Services Agreement (if applicable), constitute substantially all of the properties, assets, claims, interests and rights (other than the Excluded Assets) that are used in or held for use in the conduct of the Business as of the date hereof or that are otherwise reasonably necessary for Buyer to conduct and operate the Business immediately after the Closing in substantially the same manner as conducted by Sellers and their Subsidiaries before the Closing. (3c) Upon receipt Except as set forth in Section 3.1.8(c) of the Seller Disclosure Schedules, no other Person (other than Sellers and their Subsidiaries) owns any assets that are material to operate the Business in substantially the same manner as conducted by Custodian of each Mortgage NoteSellers and their Subsidiaries before Closing except for personal property leased by Sellers, endorsed in blank by a duly authorized officer of SellerIntellectual Property and computer software and programs licensed to Sellers, either a purchase shall have been completed by Buyer of each Mortgage Note products sold pursuant to distribution or Buyer shall have a valid similar contracts with Sellers, and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyExcluded Assets. (4d) Upon the filing of financing statements on Form UCC-1 naming Buyer Except as "Secured Party", Seller as "Debtor" and describing the Purchased Items, set forth in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5Section 3.1.8(d) Upon execution and delivery of the Account AgreementSeller Disclosure Schedules, Buyer shall either neither Sellers nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein, other than as may be provided in connection with the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased ItemsLeased Real Property. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity None of Encore, ECC, Bravo nor ConquistAmerica has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Purchased Assets to any other PersonPerson other than Encore, ECC, Bravo or ConquistAmerica, except for assignments, pledges, conveyances and encumbrances to be released prior to or simultaneously with the sale to Buyer hereunder, and immediately prior to the sale of such Mortgage Loan Purchased Assets to Buyer, the respective Seller Entity Encore, ECC, Bravo or ConquistAmerica, as applicable, was the sole legal and beneficial owner of such Mortgage Loan Purchased Assets and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan Purchased Asset sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity Encore, ECC, Bravo or ConquistAmerica from an Affiliate of such Seller Entity Encore, ECC, Bravo or ConquistAmerica (other than the other) unless a True Sale Certification has been delivered to Buyer Buyer, unless such transaction (1) is not otherwise expressly prohibited under this Agreement, (2) was upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate and (3) was a sale or such Affiliate is contribution to capital that would not be recharacterized as a Seller Entityfinancing in the event of a bankruptcy, insolvency or other similar proceeding. (2) The provisions of this Agreement are effective effective, to the extent complied with, either to constitute a sale to Buyer of all right, title and interest of seller in and to the Purchased Assets and the proceeds of the related Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller each of Encore, ECC, Bravo and ConquistAmerica in, to and under the Purchased Items. (3) Upon receipt by Seller of the Purchase Price for a Purchased Assets and receipt by Custodian of each the Mortgage Note, Note relating to the Purchased Asset endorsed in blank by a duly authorized officer of SellerEncore, ECC, Bravo or ConquistAmerica, as applicable, either a purchase of the Mortgage Note shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first first-priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyMortgage. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller Encore, ECC, Bravo and ConquistAmerica as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity Encore, ECC, Bravo and ConquistAmerica in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account AgreementAgreement by all parties thereto, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, in the investment property and all deposit accounts comprising Purchased ItemsCollection Account. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1i) No As of the date hereof, Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Asset (or any interest therein) to any other Person, and immediately prior to the sale of such Mortgage Loan Asset to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2ii) The provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a legal, valid and fully perfected first priority enforceable security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3iii) Upon receipt by the Custodian of each Mortgage Note, B Note or Mezzanine Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each such Mortgage Note, B Note or Mezzanine Note, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note all right, title and in such interest of Seller Entity's interest in the related Mortgaged PropertyPurchased Items described therein. (4iv) Each of the representations and warranties made in respect of the Purchased Assets pursuant to Schedule 1, as applicable, are true, complete and correct. (v) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV D attached hereto, the security interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5vi) Upon execution and delivery of the Account Control Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the "investment property property" and all "deposit accounts accounts" (each as defined in the Uniform Commercial Code) comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity Each Purchased Asset, other than a Purchased Asset that has assigned, pledgedbeen, or otherwise conveyed is contemporaneously being, repurchased pursuant to Section 3.04 or encumbered any Mortgage Loan to 3.05 or any other Personrequirement hereof, is an Eligible Asset. Each representation and immediately prior warranty of Seller set forth in the Repurchase Documents (including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyereach Purchased Asset is true and correct, except as otherwise disclosed in any applicable Representation Exception or otherwise in writing on the respective executed copy of the related Confirmation. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Except as reported to Buyer or disclosed in materials or notices delivered to Buyer in accordance with Sections 8.08 and 8.09, Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, in each case, other than as disclosed to Buyer on the related Confirmation on or before each related Purchase Date or, if such event occurred following the Purchase Date, with respect to which either (i) Buyer consented in writing in its sole discretion, or (ii) Seller has repurchased or is in the process of repurchasing the Purchased Asset in accordance with Section 3.04(c). No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any applicable Affiliate of Seller. None of the representations Purchased Asset Documents (to the extent relating to the applicable Purchased Asset) has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election (and, so long as no Default or Event of Default exists, at Buyer’s sole cost and expense including, without limitation, the cost of any applicable recording and/or transfer or mortgage recording taxes and re-recording costs and taxes) and at any time during the term of this Agreement, and, so long as no Default or Event of Default exists, upon the delivery of at least five (5) Business Days prior written notice thereof to Seller, Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets; provided, that, in no event shall any such completion or recordation modify, waive, alter or impair any obligation of Buyer, so long as no Default or Event of Default has then occurred and is continuing and no unsatisfied Margin Deficit exists, to transfer to Seller any such Purchased Asset on Schedule 1 is true the applicable Repurchase Date upon the transfer by Seller to Buyer of the applicable Repurchase Price(s) thereof in accordance with Section 3.04 or 3.05, together with Blank Assignment Documents, executed by Buyer, for each such repurchased Purchased Asset with respect to which Buyer previously completed and correctrecorded Blank Assignment Documents as provided in this sentence.

Purchased Assets. Except to the extent set forth in writing on the related Confirmation as an Approved Representation Exception, each Purchased Asset is an Eligible Asset as of the Purchase Date; provided, however, that the foregoing representation expressly excludes clause (1a) No within the definition of Eligible Asset. Each representation and warranty of Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any set forth in the Repurchase Documents (including in Schedule 1 applicable to the Class of such Purchased Asset) and the Mortgage Loan Documents with respect to any other Person, each Purchased Asset is true and immediately prior to the sale correct. The review and inquiries made on behalf of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Mortgage Loan Documents. • Purchased Assets Acquired from Transferors. With respect to each Purchased Asset purchased by Seller or an Affiliate of Seller from a Transferor, (a) such Purchased Asset was acquired and transferred pursuant to a Purchase Agreement, (b) such Transferor received reasonably equivalent value in consideration for the transfer of such Purchased Asset, (c) no such transfer was made for or on account of an antecedent debt owed by such Transferor to Seller or an Affiliate of Seller, (d) no such transfer is or may be voidable or subject to avoidance under the Bankruptcy Code, and (e) to the extent either permitted by the terms of the related Purchase Agreement or to the extent that the consent of the related - 57 - Transferor may be obtained by Seller by exercising commercially reasonable efforts, the representations and warranties made by such Transferor to Seller or such Affiliate in such Purchase Agreement are hereby incorporated herein mutatis mutandis and are hereby remade by Seller to Buyer on Schedule 1 is true each date as of which they speak in such Purchase Agreement. To the extent permitted by the terms of the related Purchase Agreement, Seller or such Affiliate of Seller has been granted a security interest in each such Purchased Asset, filed one or more UCC financing statements against the Transferor to perfect such security interest, and correctassigned such financing statements in blank and delivered such assignments to Buyer or Custodian.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyereach Purchased Asset is true and correct, except as otherwise disclosed in writing on the respective executed copy of the related Confirmation. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election at any time during the term of this Agreement, and, so long as no Default or Event of Default has occurred and is true continuing, upon at least five (5) Business Days’ prior written notice thereof to Seller, Buyer may, at Seller’s sole cost and correct.expense, complete and

Purchased Assets. (1i) No As of the date hereof, Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Asset (or any interest therein) to any other Person, and immediately prior to the sale of such Mortgage Loan Asset to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2ii) The provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a legal, valid and fully perfected first priority enforceable security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3iii) Upon receipt by the Custodian of each Mortgage Mezzanine Note or Junior Interest Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage such Mezzanine Note or Junior Interest Note, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note all right, title and in such interest of Seller Entity's interest in the related Mortgaged PropertyPurchased Items described therein. (4iv) Each of the representations and warranties made in respect of the Purchased Assets pursuant to Schedule 1(a)–1(g), as applicable, are true, complete and correct. (v) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV D attached hereto, the security interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5vi) Upon execution and delivery of the Account Control Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the "investment property property" and all "deposit accounts accounts" (each as defined in the Uniform Commercial Code) comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Except for the Encumbrances disclosed to the Buyer in Section 3.5(a) of the Disclosure Schedule, each Seller Entity has assignedgood, pledged, or otherwise valid and marketable title to the Purchased Assets being conveyed or encumbered any Mortgage Loan to any other Person, and immediately by such Seller hereunder. All Encumbrances referenced in Section 3.5(a) of the Disclosure Schedule shall be released prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityClosing. (2b) The provisions of this Agreement are effective Vessels have been maintained by the Sellers in conformity with their customary past practices and the Sellers have delivered to either constitute a sale of Purchased Items to the Buyer or to create in favor of Buyer a valid complete and fully perfected first priority security interest accurate, in all rightmaterial respects, title and interest copies of Seller in, to and under the Purchased Itemsmaintenance logs for each of the Vessels. (3c) Upon receipt by Custodian of each Mortgage NoteEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, endorsed in blank by a duly authorized officer of SellerALL OF THE PURCHASED ASSETS TO BE CONVEYED AT THE CLOSING WILL BE CONVEYED, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property“AS IS, WHERE IS”, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO ITS CONDITION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BUYER HEREBY SPECIFICALLY ACKNOWLEDGES AND AGREES THAT UPON AND AFTER EXECUTION OF THE SALE CONTEMPLATED BY THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR FRAUD, THE BUYER SHALL HAVE NO RECOURSE WHATEVER AGAINST THE SELLER FOR ANY DEFECTS IN THE PURCHASED ASSETS, WHETHER SUCH DEFECTS ARE VISIBLE OR HIDDEN. THE BUYER FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS PURCHASING, AND THE SELLER IS SELLING, THE PURCHASED ASSETS WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY AGAINST VICES AND DEFECTS THEREIN, WHETHER APPARENT, LATENT OR HIDDEN, OR REDHIBITORY VICES. THE BUYER EXPRESSLY WAIVES, AND THE SELLERS EXPRESSLY DISCLAIM, ANY IMPLIED OR STATUTORY WARRANTIES GROWING OUT OF OR CONNECTED WITH ANY VICES OR DEFECTS IN THE PURCHASED ASSETS, WHETHER APPARENT, LATENT OR HIDDEN, OR REDHIBITORY VICES AND DEFECTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE BUYER FURTHER EXPRESSLY WAIVES ANY RIGHT FOR A RESCISSION OF THIS SALE OR REDUCTION OF THE PRICE OF THE PURCHASED ASSETS AS A RESULT OF SUCH VICES AND DEFECTS, AND FURTHER EXPRESSLY WAIVES ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING THE WARRANTIES PROVIDED FOR IN ARTICLES 2520, 2531, 2541 AND 2545 OF THE LOUISIANA CIVIL CODE, AND UNDER ANY SUCCESSOR ARTICLES THERETO. THIS EXPRESS WAIVER OF REPRESENTATIONS AND WARRANTIES SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS TRANSACTION ENTERED INTO BETWEEN THE PARTIES HERETO, WITHOUT WHICH THE SELLERS WOULD NOT HAVE CONVEYED AND ASSIGNED THE PURCHASED ASSETS. THE NEGATION AND EXCLUSION OF WARRANTY OF THIS PARAGRAPH HAS BEEN EXPLAINED TO THE BUYER AND THE BUYER TAKES NOTE OF SAME AND BY EXECUTING THIS AGREEMENT, AND THE BILLS OF SALE, THE BUYER CERTIFIES THAT THE BUYER UNDERSTANDS THIS PARAGRAPH, THAT ANY QUESTIONS OR DOUBTS THE BUYER HAD CONCERNING SAME HAVE BEEN ANSWERED SATISFACTORILY FOR THE BUYER, AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE BUYER ACCEPTS THE PURCHASED ASSETS SUBJECT TO THE NEGATION AND THE EXCLUSION OF WARRANTIES HEREIN PROVIDED. (4d) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the The Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in Assets are all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be assets necessary for the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each performance of the representations and warranties on Schedule 1 is true and correctVessel operations as currently conducted.

Purchased Assets. (1i) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior Each Purchased Asset conforms to the sale applicable representations and warranties set forth in Schedule 1 attached hereto, except as may otherwise be acknowledged and agreed to in writing by Buyer in the relevant Confirmation. It is understood and agreed that the representations and warranties set forth in Schedule 1 hereto shall survive delivery of such Mortgage Loan to Buyer, the respective Seller Entity was Mortgage Asset File to Buyer or its designee (including the sole owner Custodian). With respect to each Purchased Asset, all of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens the documents required to be released simultaneously with delivered under this Agreement and the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of Custodial Agreement for such Seller Entity unless a True Sale Certification has Purchased Asset have been delivered to Buyer or such Affiliate is the Custodian on its behalf. Except as otherwise acknowledged and agreed to in writing by Buyer, Seller has delivered to the Custodian a Seller Entitycomplete, true and accurate Mortgage Asset File with respect to each Purchased Asset. (2ii) The Immediately prior to the purchase of any Purchased Assets by Buyer from Seller, such Purchased Assets were free and clear of any Lien, encumbrance or impediment to transfer (including any "adverse claim" as defined in Section 8-102(a)(1) of the UCC), and Seller is the sole record and beneficial owner of and has good and marketable title to, and the right to sell and transfer, and has satisfied any and all conditions to transfer, such Purchased Assets to Buyer. Upon payment of the Purchase Price and the filing of the financing statements and delivery of the Purchased Asset Files to the Custodian, Buyer shall be the owner of such Purchased Assets free of any adverse claims, except those arising under any of the Facility Agreements. In the event the related Transaction is recharacterized as a secured financing of the Purchased Assets, the provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid security interest in all rights, title and interest of Seller in, to and under the Purchased Assets and all of the other Collateral and Buyer shall have a valid, perfected first priority security interest in the Purchased Assets and all of Seller's rights in the other Collateral. (iii) Except as a result of entry into this Agreement or as may be contemplated by the Facility Agreements, there are (i) no outstanding rights, options, warrants or agreements on the part of Seller or any of its Affiliates for a purchase, sale or issuance, in connection with the Purchased Assets, (i) no agreements on the part of Seller to issue, sell or distribute the Purchased Assets, and (iii) no obligations on the part of Seller or Asset Seller (contingent or otherwise) to purchase, redeem, make further advances or otherwise acquire any securities or any interest therein or to pay any dividend. (iv) Each Mortgage Asset File delivered by Seller represents a true and correct copy of the documents contained therein and each Seller Asset Schedule, together with all other information contained therein prepared by Seller or its Affiliates and delivered by Seller to Buyer immediately prior to the Purchase Date, is true and correct and conforms in all material respects to the preliminary diligence materials previously provided to Buyer and pursuant to which Buyer has elected to enter into the Transaction. (v) Upon receipt by Custodian of each Mezzanine Note, Junior Interest Note or Junior Participation Interest Certificate endorsed in blank by a duly authorized officer of Seller and payment of the purchase price for the Purchased Asset either a purchase shall have been completed by Buyer of such Mezzanine Note, Junior Interest Note or Junior Participation Interest Certificate, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under in the Purchased ItemsCollateral described therein. (3vi) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the "investment property property" and all "deposit accounts accounts" (each as defined in the Uniform Commercial Code) comprising Purchased Items. (6) With Collateral; provided that, except with respect to each Purchased Assetthe Collection Account or the Margin Account, each Buyer's security interest shall be junior in priority to, or pari passu with, any Lien in any deposit account granted to the lender(s) of the representations and warranties on Schedule 1 is true and correctAllocated Underlying Debt.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Subject to Approved Representation Exceptions, each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Purchased Asset Documents. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, except as set forth in the Purchased Asset Documents delivered to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and all Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election (and, so long as no Default or Event of Default has occurred, at Buyer’s sole cost and expense including, without limitation, the cost of any applicable recording and/or transfer taxes) and at any time during the term of this Agreement, upon the delivery of at least five (5) Business Days prior written notice thereof to Seller, Buyer may complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets; provided, that, should Buyer fail to provide the notice set forth in this sentence, Seller’s sole remedy for such failure shall be to require Buyer to re-record title to the related Purchased Asset(s) back to Seller at Buyer’s sole cost and expense so long as Seller repurchases the related Purchased Asset(s) from Buyer for the Repurchase Price(s) thereof in accordance with Section 3.04 hereof and simultaneously requires Buyer to complete such re-recording of the Purchased Asset in Seller’s name, but no Exit Fee shall be payable in connection with any such repurchase. If any such recording is true pursuant to a Requirement of Law or Buyer’s internal compliance policy, or occurs after a Default or Event of Default has occurred and correctis continuing, any such recording shall be at Seller’s sole cost and expense; provided, however, that so long as no Default or Event of Default has occurred and such recording is made pursuant to a Requirement of Law or Buyer’s internal compliance policy, Buyer shall pay any and all expenses of recording such assignments, and of recording assignments of mortgage back to Seller or its designee upon a repurchase by Seller, or resulting from any such recordings including, without limitation, the payment of any mortgage recording tax relating thereto; provided, further, that after the occurrence of a Default or an Event of Default, all such costs, expenses and taxes shall be paid immediately by Seller, in addition to any other amounts payable in accordance with the terms of the Repurchase Documents.

Purchased Assets. Each representation and warranty of Seller set forth in the Repurchase Documents (1including in Schedule 1(a), 1(b) No and 1(c)) with respect to each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Purchased Asset Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, except as set forth in the Purchased Asset Documents delivered to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election at any time during the term of this Agreement, Buyer may, at Seller’s sole cost and expense, complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets.

Purchased Assets. (1) No Seller Entity Neither NCCC nor NCMC has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between any of NCCC, Worth Funding Incorporated and NCMC), and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity NCCC and/or NCMC was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC or NCMC from an Affiliate of such Seller Entity NCCC or NCMC (except as between any of NCCC, Worth Funding Incorporated and NCMC), as applicable unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC and NCMC in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC or NCMC, as applicable, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller and NCCC and NCMC as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the ---------- security interests granted hereunder in the Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC and NCMC in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, On the terms and immediately prior subject to the sale of such Mortgage Loan conditions set forth in this Agreement (including the conditions to Purchase set forth in ARTICLE IV), on each Purchase Date, Seller hereby sells, transfers, assigns, sets over and otherwise conveys to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good Buyer hereby purchases and marketable title theretotakes from Seller, free and clear of all LiensEncumbrances, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, in the property identified below: (i) the Mortgage Loans identified by Seller as of the applicable Purchase Date which are listed on Schedule I to the applicable Sale Assignment; (ii) all Mortgage Loan Documents and under other related Mortgage Loan Assets with respect to the Purchased ItemsMortgage Loans referred to in clause (i) above; and (iii) all Related Assets with respect to the Mortgage Loans referred to in clause (i) above. (3b) Upon receipt by Custodian Seller shall, on or prior to each Purchase Date, deliver to Buyer a certificate of each Mortgage Noteassignment (the “Sale Assignment”) in the form of Exhibit A hereto, endorsed in blank executed by a duly authorized officer Responsible Officer of Seller. (c) Except as specifically provided in this Agreement, either a the sale and purchase of Mortgage Loans under this Agreement shall have been completed be without recourse to Seller; it being understood that Seller shall be liable to Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement and to the extent provided herein. (d) In connection with each Purchase of Mortgage Loans hereunder, Seller shall deliver to the Indenture Trustee the Mortgage Loan Files on or prior to the related Purchase Date (and if prior to the related Purchase Date, such Mortgage Loan Files shall be held by the Indenture Trustee in escrow until such Purchase shall occur on the related Purchase Date). (e) In connection with the transfers contemplated by this Agreement, Seller hereby grants to Buyer an irrevocable, non–exclusive license to use, without royalty or payment of any kind, all software used by Seller to account for the Mortgage Loans, to the extent necessary to administer the Mortgage Loans, whether such software is owned by Seller or is owned by others and used by Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein to be effective or for Seller to assign such licenses to Buyer or any such successor servicer, Seller hereby agrees that upon the request of Buyer or such successor Servicer, Seller will use its best efforts to obtain the consent of such third–party licensor. Seller (i) shall take such action requested by Buyer of each Mortgage Note or the Indenture Trustee from time to time hereafter, that may be necessary or appropriate to ensure that Buyer shall and the Indenture Trustee have a valid and fully perfected first priority an enforceable security interest in the applicable Mortgage Note Loans purchased by Buyer as contemplated by this Agreement, and in such Seller Entity's interest in (ii) shall use its best efforts to ensure that each of Buyer and the related Mortgaged PropertyIndenture Trustee has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Mortgage Loans. (4f) Upon In connection with the filing purchase by Buyer of financing statements on Form UCC-1 naming Buyer the Mortgage Loans as "Secured Party"contemplated by this Agreement, Seller further agrees that it will, at its own expense, indicate clearly and unambiguously in its computer files on or prior to each Purchase Date, and, to the extent required under generally accepted accounting principles as "Debtor" and describing the Purchased Items, applied in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder United States (“GAAP”) in the Purchased Items will footnotes to its financial statements, that such Mortgage Loans has been purchased by Buyer in accordance with this Agreement. (g) Seller further agrees to deliver to Buyer on or before each Purchase Date a true, complete and correct list of all Mortgage Loans to be sold or otherwise conveyed hereunder on such Purchase Date, identified by Mortgagor Customer name, account number and outstanding loan balance as of the related Purchase Date. Such list shall constitute fully perfected security interests under a supplement to Schedule I to this Agreement and shall be automatically incorporated into and made a part of this Agreement as such. (h) It is the Uniform Commercial Code in intention of the parties hereto that the conveyance of all right, title and interest of each Seller Entity in and to any Mortgage Loan to Buyer as provided in this Section 2.1 shall constitute an absolute transfer conveying good title, free and clear of any Encumbrance and that the Mortgage Loan shall not be part of the bankruptcy estate of Seller in the event of a bankruptcy event with respect to Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Mortgage Loans, the related Mortgage Loan Assets and the Related Assets to Buyer to secure a debt or other obligation of Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and Seller hereby grants to Buyer a “security interest” within the meaning of Article 9 of the UCC in all of its right, title and interest in, to and under such Purchased Itemsthe Mortgage Loans, the related Mortgage Loan Assets and the Related Assets, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Mortgage Loans together with all of the other obligations of Seller hereunder. Buyer shall have, in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which can rights and remedies shall be perfected by filing under the Uniform Commercial Codecumulative. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity None of NCCC, NCRC, NCMC, New Century nor Home123 has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between NCCC, NCRC, NCMC, New Century and Home123), and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity NCCC, NCRC, NCMC, New Century and/or Home123 was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC, NCRC, NCMC, New Century or Home123 from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer NCCC, NCRC, NCMC, New Century or such Affiliate is a Seller EntityHome123 (except as between NCCC, NCRC, NCMC, New Century and Home123), as applicable. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC, NCRC, NCMC, New Century and Home123 in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC, NCRC, NCMC, New Century or Home123, as applicable, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's Seller’s interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller and NCCC, NCRC, NCMC, New Century and Home123 as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC, NCRC, NCMC, New Century and Home123 in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's Seller’s interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Prior to giving effect to the transactions contemplated herein: (1a) Seller is the exclusive, true and lawful owner of all right, title, and interest in and to the Purchased Assets and has good and valid title thereto. The Purchased Assets are free and clear of any Liens, licenses or other encumbrances (other than Liens, licenses or encumbrances imposed by commercially available off-the-shelf software) and no rights, licenses, covenants not to s▇▇ or similar rights have been granted with respect to the Purchased Assets. Other than the Servers, the Purchased Assets are substantially all of the assets and properties used in connection with the conduct of the Business and are sufficient to operate the Business as presently operated. (b) The Purchased Assets have not been the subject of any Action and, to Seller’s Knowledge, there is no Action pending, asserted or threatened by or against Seller concerning the ownership, use of, misappropriation, or licensed right to use, any of the Purchased Assets. (c) No inventor of the Purchased Assets is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, ownership, development, use or transfer of the Purchased Assets. To the extent that any Purchased Asset has been conceived, developed or created for Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to by any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a executed valid and fully perfected first priority security interest in all enforceable written agreements with such Person with respect thereto transferring to Seller the entire right, title and interest therein and thereto by operation of Seller in, to and under the Purchased Itemslaw or by valid written assignment. (3d) Upon receipt Except as set forth in Schedule 6.5, there are no inventors of the Purchased Assets other than the named inventors of the Purchased Assets. There are no asserted or unasserted claims of ownership of the Purchased Assets by Custodian any Person other than the named owners of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyPurchased Assets. (4e) Upon All documents, agreements, prototypes, models, product samples, books, notebooks, certificates, licenses, files and any other diligence materials that Seller has provided to the filing Purchaser in connection with the Purchaser’s evaluation of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased ItemsAssets are true, in the jurisdictions correct and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest complete originals (if originals were provided by Seller) or copies of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Codematerials. (5f) Upon execution The Seller has provided to the Purchaser all information pertaining to the player data (including, without limitation, player registrations, deposits, active users, mailing lists) and delivery of such information is accurate and correctly reflects the Account Agreement, Buyer shall either be information as it relates to the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased ItemsBusiness. (6g) With respect Seller owns or has the right to each Purchased Assetuse all Software material to the Business, each including, but not limited to, the operation of d▇▇▇▇▇▇▇.▇▇▇. (h) Seller has sufficient readily available cash-on-hand to consummate the representations transactions contemplated by this Agreement and warranties on Schedule 1 is true and correctto pay to Purchaser cash in an amount equal to the Player Deposits.

Purchased Assets. (1) No Seller Entity None of NCCC, NCRC nor NCMC has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between NCCC, NCRC and NCMC), and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity NCCC, NCRC and/or NCMC was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC, NCRC or NCMC from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer NCCC, NCRC or such Affiliate is a Seller EntityNCMC (except as between NCCC, NCRC and NCMC), as applicable. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC, NCRC and NCMC in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC, NCRC or NCMC, as applicable, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's Seller’s interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller and NCCC, NCRC and NCMC as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC, NCRC and NCMC in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Seller has no Actual Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person. No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that B▇▇▇▇ also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or any Purchased Items to any other Person, and immediately prior to the sale of such Mortgage Loan or any other Purchased Items to the Buyer, the respective related Seller Entity was the sole owner of such Mortgage Loan or such other Purchased Items and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Buyer hereunder. No In no event has any Wet-Ink Mortgage Loan sold been subject to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entityprior Lien. (2b) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to the Buyer or to create in favor of the Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller the Sellers in, to and under the Purchased Items. (3c) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer in accordance with the provisions of Sellerthe Custodial Agreement, either a purchase shall have been completed by the Buyer of each Mortgage Note or the Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's Sellers’ interest in the related Mortgaged Property. (4d) Upon the filing of financing statements on Form UCC-1 naming the Buyer as "“Secured Party"”, each Seller as "a “Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity the Sellers in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5e) Upon execution and delivery of the Blocked Account Agreement, the Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, all funds in the investment property and all deposit accounts Blocked Account comprising Purchased Items. (6f) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Prior to giving effect to the transactions contemplated herein: (1a) Seller is the exclusive, true and lawful owner of all right, title, and interest in and to the Purchased Assets and has good and valid title thereto. The Purchased Assets are free and clear of any Liens, licenses or other encumbrances (other than Liens, licenses or encumbrances imposed by commercially available off-the-shelf software) and no rights, licenses, covenants not to su▇ ▇r similar rights have been granted with respect to the Purchased Assets. Other than the Servers, the Purchased Assets are substantially all of the assets and properties used in connection with the conduct of the Business and are sufficient to operate the Business as presently operated. (b) The Purchased Assets have not been the subject of any Action and, to Seller’s Knowledge, there is no Action pending, asserted or threatened by or against Seller concerning the ownership, use of, misappropriation, or licensed right to use, any of the Purchased Assets. (c) No inventor of the Purchased Assets is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, ownership, development, use or transfer of the Purchased Assets. To the extent that any Purchased Asset has been conceived, developed or created for Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to by any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a executed valid and fully perfected first priority security interest in all enforceable written agreements with such Person with respect thereto transferring to Seller the entire right, title and interest therein and thereto by operation of Seller in, to and under the Purchased Itemslaw or by valid written assignment. (3d) Upon receipt There are no inventors of the Purchased Assets other than the named inventors of the Purchased Assets. There are no asserted or unasserted claims of ownership of the Purchased Assets by Custodian any Person other than the named owners of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyPurchased Assets. (4e) Upon All documents, agreements, prototypes, models, product samples, books, notebooks, certificates, licenses, files and any other diligence materials that Seller has provided to the filing Purchaser in connection with the Purchaser’s evaluation of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased ItemsAssets are true, in the jurisdictions correct and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest complete originals (if originals were provided by Seller) or copies of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Codematerials. (5f) Upon execution and delivery of Seller owns or has the Account Agreementright to use all Software material to the Business, Buyer shall either be the owner ofincluding, or have a valid and fully perfected first priority security interest inbut not limited to, the investment property and all deposit accounts comprising Purchased Itemsoperation of dr▇▇▇▇▇▇.▇▇▇. (6g) With respect Seller has sufficient readily available cash-on-hand to each Purchased Asset, each of consummate the representations transactions contemplated by this Agreement and warranties on Schedule 1 is true and correctto pay to Purchaser cash in an amount equal to the Player Deposits.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Purchased Assets to any other Person, except for assignments, pledges, conveyances and encumbrances to be released prior to or simultaneously with the sale to Buyer hereunder, and immediately prior to the sale of such Mortgage Loan Purchased Assets to Buyer, the respective Seller Entity was the sole legal and beneficial owner of such Mortgage Loan Purchased Assets and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan Purchased Assets sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer Buyer, unless such transaction (1) is not otherwise expressly prohibited under this Agreement, (2) was upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate and (3) was a sale or such Affiliate is contribution to capital that would not be recharacterized as a Seller Entityfinancing in the event of a bankruptcy, insolvency or other similar proceeding. (2) The provisions of this Agreement are effective effective, to the extent complied with, either to constitute a sale to Buyer of all right, title and interest of seller in and to the Purchased Assets and the proceeds of the related Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Seller of the Purchase Price for a Purchased Assets and receipt by Custodian of each the Mortgage Note, Note relating to the Purchased Asset endorsed in blank by a duly authorized officer of Seller, either a purchase of the Mortgage Note shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first first-priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyMortgage. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party", ” and Seller as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account AgreementAgreement by all parties thereto, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, in the investment property and all deposit accounts comprising Purchased ItemsCollection Account. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or any Purchased Items to any other Person, and immediately prior to the sale of such Mortgage Loan or any other Purchased Items to Buyer, the respective related Seller Entity was the sole owner of such Mortgage Loan or such other Purchased Items and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No In no event has any Wet-Ink Mortgage Loan sold been subject to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity.prior Lien; (2b) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller Sellers in, to and under the Purchased Items.; (3c) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer in accordance with the provisions of Sellerthe Custodial Agreement, either a purchase shall have been completed by Buyer of each such Mortgage Note on or prior to such date or Buyer shall have a valid and fully perfected first priority security interest in the applicable such Mortgage Note and in such Seller Entity's Seller’s interest in the related Mortgaged Property.; (4d) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, each Seller as "a “Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity Sellers in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code.; (5e) Upon execution and delivery of the Account AgreementRepurchase Documents, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, all funds in the investment property collection and all deposit accounts comprising Purchased Itemscustodial accounts. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Personshall, and immediately prior shall cause the other Seller Entities to, sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase, acquire and accept from the sale of such Mortgage Loan to BuyerSeller Entities, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, in each case free and clear of all Liens other than Permitted Liens, in each case except for Liens to be released simultaneously with all of the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all Entities’ right, title and interest as of Seller in, to and under the Closing in the following (the “Purchased Items.Assets”): (3i) Upon receipt One hundred percent (100%) of the equity interests (the “Purchased Entity Shares”) in the entities listed on Section 2.4(a)(i) of the Seller Disclosure Schedules (each, a “Purchased Entity,” and, collectively, the “Purchased Entities”); and (ii) the issued and outstanding equity interests held by Custodian Seller Entities (the “Purchased Venture Interests”) of each Mortgage Note, endorsed in blank of the entities listed on Section 2.4(a)(ii) of the Seller Disclosure Schedules (the “Purchased Ventures”); provided that Seller may update Section 2.4(a)(i) of the Seller Disclosure Schedules by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in written notice to Purchaser prior to the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property.Closing Date to account for any New Subsidiaries; (4i) Upon Each Contract to which Seller or any Seller Entity or any Subsidiary thereof is a party that is exclusively related to the filing Business or set forth on Section 2.4(b) of financing statements on Form UCC-1 naming Buyer the Seller Disclosure Schedules and (ii) subject to Section 2.13, those portions, and only those portions (and preserving the meaning thereof), of any Shared Contract to which Seller or any Seller Entity or Subsidiary thereof is a party to the extent related to the Business (collectively, such Contracts or portion of such Contracts, as "Secured Party"the case may be, the “Specified Business Contracts”); (c) The leases and subleases listed in Section 2.4(c) of the Seller as "Debtor" Disclosure Schedules (the “Transferred Real Property Leases” and describing the Purchased Itemsreal property governed by such leases, including the right, title or interest of the lessee thereunder to any fixtures, structures and improvements appurtenant to such real property, collectively, the “Leased Real Property”); (d) The Intellectual Property exclusively used, or held exclusively for use, in the jurisdictions operation of the Business (the “Business Intellectual Property”); (e) Any and recording offices listed on Exhibit IV attached heretoall Tangible Personal Property primarily used, or held primarily for use, in the operation of the Business (the “Transferred Tangible Personal Property”); (f) Any and all accounts receivable and other current assets arising out of the Business, and all Cash Amounts of the Purchased Companies and their Subsidiaries as of immediately prior to the Closing; (g) Any and all prepaid expenses and security deposits, including (without limiting and subject to Section 5.9) existing letters of credit, bonds securing performance or indemnity and other similar instruments arising out of the Business; (h) Any and all raw materials, work-in-process, finished goods, supplies and other inventories primarily used, or held primarily for use, by the Business (collectively, the security interests granted hereunder “Inventory”); (i) Any and all Permits held by the Purchased Companies or any of their Subsidiaries primarily related to the Business; (j) Any and all goodwill of the Business; (k) Any and all claims and defenses, in each case, to the extent related to the Business (for the avoidance of doubt, other than any Retained Claim and any claims and defenses in respect of any assets identified as Excluded Assets in Section 2.5); (l) Copies of any and all documents, instruments, papers, books, records (other than Tax Returns (or any portion of any Tax Return) and other books and records related to Taxes that are not exclusively related to Taxes of the Purchased Companies and their respective Subsidiaries), books of account, files and data (including Business Employee and third party emails and correspondence, customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents, in each case, primarily related to the Business and in the possession of the Seller Entities or any of their Subsidiaries, other than (i) any books, records or other materials that the Seller Entities are required by Law to retain (copies of which, to the extent permitted by Law, will be delivered by Seller to Purchaser promptly following the Closing), (ii) personnel and employment records for employees and former employees who are not Transferred Employees and for whom Purchaser assumes no Liability pursuant to this Agreement and for Transferred Employees if prohibited by Law, and (iii) for the avoidance of doubt any books, records or other materials that may be located in a facility of the Business (including the Leased Real Property) to the extent not primarily related to the Business; provided that, with respect to any such books, records or other materials that are Purchased Items will Assets pursuant to this clause (l), the Seller Entities shall be permitted to keep (A) copies of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (B) copies of such books, records or other materials to the extent they are relevant to any Excluded Assets and (C) such books, records or other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business; (m) The insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements listed in Section 2.4(m) of the Seller Disclosure Schedules (the “Business Insurance Policies”) for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies, binders and interests for all periods before, through and after the Closing; (n) Except as set forth in Article VI, any and all assets of the Purchased Entity Benefit Plans; (o) The assets set forth on Section 2.4(o) of the Seller Disclosure Schedules; (p) Any and all refunds or credits of or against (i) Transfer Taxes for which Purchaser is responsible pursuant to Section 7.9 or (ii) Taxes in respect of the Business or the Purchased Assets or on the Purchased Entities (or their Subsidiaries) for any Post-Closing Tax Period to the extent such Taxes are not Excluded Business Taxes; and (q) Any other assets (other than those of the type referred to in the foregoing categories) primarily used, or held primarily for use, in the operation of the Business (other than any assets identified as Excluded Assets in Section 2.5). Any assets of the Purchased Entities and their Subsidiaries that constitute fully perfected security interests under Purchased Assets hereunder shall be deemed Purchased Assets to the Uniform Commercial Code in all extent of the Purchased Entities’ and their Subsidiaries’ right, title and interest therein; provided that the transfer of each Seller Entity in, to and under such Purchased Items, which can assets shall be perfected effected solely by filing under the Uniform Commercial Code. (5) Upon execution and delivery virtue of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each transfer of the representations Seller Entities’ right, title and warranties on Schedule 1 interest in the Purchased Entity Shares and not through the direct transfer of such assets, and Seller and its Subsidiaries shall not be required to transfer any such assets of the Purchased Entities and their Subsidiaries other than through the transfer of the Seller Entities’ right, title and interest in the Purchased Entity Shares. For the avoidance of doubt, Seller and its Subsidiaries shall not be required to transfer any assets of the Purchased Ventures (or their Subsidiaries) other than through the transfer of the Seller Entities’ right, title and interest in the Purchased Venture Interests. The Parties acknowledge and agree that a single asset may fall within more than one of clauses (a) through (p) in this Section 2.4; such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is true and correctrequired.

Purchased Assets. (1) No Seller Entity Neither NCCC nor NCMC has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between any of NCCC, Worth Funding Incorporated and NCMC), and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity NCCC and/or NCMC was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC or NCMC from an Affiliate of such Seller Entity NCCC or NCMC (except as between any of NCCC, Worth Funding Incorporated and NCMC), as applicable unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC and NCMC in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC or NCMC, as applicable, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller and NCCC and NCMC as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit EXHIBIT IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC and NCMC in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyer, the respective each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Purchased Asset Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any of its Affiliates, any Transferor, any Underlying Obligor, Guarantor or any other Person, except as set forth in the Purchased Asset Documents delivered to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election and at any time during the term of this Agreement, Buyer may, at Seller’s sole cost and expense, complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets.

Purchased Assets. Each representation and warranty of Seller set forth in the Repurchase Documents (including in Schedule 1) No with respect to each Purchased Asset is true and correct. The review and inquiries made on behalf of Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Purchased Asset Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, except as set forth in the Purchased Asset Documents delivered to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any Affiliate of Seller. None of the representations Purchased Asset Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Purchased Asset Document. Seller and correctall Affiliates of Seller have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer. At Buyer’s election at any time during the term of this Agreement, Buyer may, at Seller’s sole cost and expense, complete and record any or all of the Blank Assignment Documents as further evidence of Buyer’s ownership interest in the related Purchased Assets.

Purchased Assets. (1i) No As of the date hereof, Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Asset (or any interest therein) to any other Person, and immediately prior to the sale of such Mortgage Loan Asset to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2ii) The provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a legal, valid and fully perfected enforceable first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3iii) Upon receipt by the Custodian of each Mortgage Mezzanine Note or Junior Interest Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage such Mezzanine Note or Junior Interest Note, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage all right, title and interest of Seller in each such Mezzanine Note and in such Seller Entity's interest in the related Mortgaged Propertyor Junior Interest Note. (4iv) Each of the representations and warranties made in respect of the Purchased Assets pursuant to Schedule 1(a) – 1(h), as applicable, are true, complete and correct. (v) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller as "“Debtor" ” and describing the Purchased Items and Additional Items, in the jurisdictions and recording offices listed on Exhibit IV C attached hereto, the security interests granted hereunder in that portion of the Purchased Items and Additional Items that can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items and Additional Items, which can be perfected by filing under the Uniform Commercial Code. (5vi) Upon execution and delivery of the Account Control Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the “investment property property” and all “deposit accounts accounts” (each as defined in the Uniform Commercial Code) comprising Purchased Items and Additional Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Immediately upon receipt by the Noteholders of ▇▇▇▇▇▇▇’▇ payment of the monies owed pursuant to Section 2.3(a) below of this Agreement (“Assignment Effective Date”), Seller Entity has assignedabsolutely and irrevocably assigns, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Personsells, and immediately prior transfers to ▇▇▇▇▇▇▇, and its designees, and their respective successors and assigns, all right, title, and interest throughout the sale of such Mortgage Loan world in and to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, all MedPro Intellectual Property Rights free and clear of all Liensdebts, in each case except for Liens to security interests, liens, licenses and other encumbrances (all of the foregoing individually and/or collectively “Transferred Rights”). The Transferred Rights shall be released simultaneously with deemed conveyed effective on the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityAssignment Effective Date. (2b) The provisions Seller agrees to execute the Intellectual Property Assignment Agreement attached to this Agreement at Exhibit B hereto concurrently with the execution of this Agreement are (which Intellectual Property Assignment Agreement shall not be effective until the Assignment Effective Date), and any and all other documents and agreements reasonably requested by ▇▇▇▇▇▇▇ to either constitute a evidence the intent or effectiveness of the assignment, sale and transfer contemplated by Section 2.1 of Purchased Items this Agreement at no additional consideration to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased ItemsSeller. (3c) Upon receipt by Custodian Noteholders acknowledge and agree that all debts, security interests, liens, licenses and other encumbrances of each Mortgage Notethe Noteholders (to the extent any exist, endorsed in blank by a duly authorized officer of Sellerwhether or not perfected), either a purchase shall have been completed by Buyer of each Mortgage Note directly or Buyer shall have a valid and fully perfected first priority security interest indirectly, in the applicable Mortgage Note MedPro Intellectual Property shall be released in full effective on Assignment Effective Date, and Noteholders agree to execute concurrently with the execution of this Agreement the security release documents attached to this Agreement at Exhibit D, which security release documents shall not be effective until the Assignment Effective Date. From and after the Assignment Effective Date, Noteholders and Seller agree to reasonably cooperate and reasonably assist ▇▇▇▇▇▇▇ in connection with the release and extinguishment of such Seller Entity's interest in security interests, liens and encumbrances and to execute any and all other documents reasonably requested by ▇▇▇▇▇▇▇ to evidence the related Mortgaged Propertyintent or effectiveness of such release and extinguishment. (4d) Upon Each Party acknowledges and agrees that given the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party"Irrevocable Instructions, Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner notwithstanding any covenant of, or have a valid and fully perfected first priority security interest inrestriction or prohibition on, either MedPro Safety or MedPro Investments for the benefit of any of the Noteholders or of the Trustee, the investment property assignment, sale and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each transfer of the representations MedPro Intellectual Property Rights pursuant to this Agreement shall not be contingent on any of the Noteholders’ receipt of the Interest Payments, in whole or in part, and warranties shall be contingent only on Schedule 1 is true and correct▇▇▇▇▇▇▇’▇ payments pursuant to Section 2.3(a).

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty set forth in the Repurchase Documents (1including in Schedule 1 applicable to the Class of such Purchased Asset) and the Whole Loan Documents or Senior Interest Documents with respect to each Purchased Asset is true and correct in all material respects. The review and inquiries made on behalf of Seller in connection with the immediately preceding sentence have been made by Persons having the requisite expertise, knowledge and background to verify such representations and warranties. Seller has complied with all requirements of the Custodial Agreement with respect to each Purchased Asset that are applicable to Seller, including delivery to Custodian of all required Whole Loan Documents and Senior Interest Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller, Guarantor or any Affiliate of Seller Entity or Guarantor, Underlying Obligor or other Person, except as set forth in the Transaction Request, Confirmation, Whole Loan Documents or the Senior Interest Documents delivered to Buyer. No procedures believed by Seller to be adverse to Buyer were utilized by Seller or any of its Affiliates in identifying or selecting the proposed Purchased Assets for sale to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller, Guarantor or any Affiliate of Seller or Guarantor. None of the Whole Loan Documents or the Senior Interest Documents has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed or encumbered any Mortgage Loan to any Person other Personthan to Seller and then to Buyer. If any Whole Loan Document or Senior Interest Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the sale and immediately prior pledge of such Purchased Asset to Buyer pursuant to the sale of Repurchase Documents do not violate such Mortgage Whole Loan Document or Senior Interest Document. Seller (a) has sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer, and (b) has no Retained Interests except as may be provided in the respective Seller Entity was Repurchase Documents. Except with respect to the sole owner ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Galleria Loan, each bank account maintained in connection with each Original Purchased Asset is in the name of such Mortgage Sub-Servicer and each bank account pertaining to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Galleria Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered collaterally assigned by Seller to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or Mezzanine Loan to any other Person, except for such assignment, pledge, conveyances or encumbrances that will be extinguished simultaneously with the purchase hereunder of such Mortgage Loan or Mezzanine Loan, and immediately prior to the sale of such Mortgage Loan or Mezzanine Loan to Buyer, the respective Seller Entity was the sole legal and beneficial owner of such Mortgage Loan or Mezzanine Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan or Mezzanine Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity other than RAIT LP unless a True Sale Certification Opinion has been delivered to Buyer or such Affiliate is a Seller EntityBuyer. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note and Mezzanine Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Mezzanine Note, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note or Mezzanine Note and in such Seller Entity's Seller’s interest in the related Mortgaged PropertyProperty or Mezzanine Collateral, as applicable. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. Each Purchased Asset is an Eligible Asset. Each representation and warranty of Seller set forth in the Repurchase Documents (including in Schedule 1) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior in the Asset Documents (to the sale extent any are made therein) with respect to each Purchased Asset is true and correct. The review and inquiries made on behalf of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, each including delivery to Custodian of all required Asset Documents. Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller, Guarantor or any Affiliate of Seller or Guarantor, Transferor, or other Person, except as set forth in the Asset Documents delivered to Buyer or in the related Confirmation. No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. Each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller and Guarantor. None of the representations Asset Documents has any marks or notations added by or on behalf of Seller indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed by Seller to any Person other than Buyer. If any Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such requirement. Assuming that Buyer also meets such requirement, the assignment and warranties on Schedule 1 is true pledge of such Purchased Asset to Buyer pursuant to the Repurchase Documents do not violate such Asset Document. Seller and correctall Affiliates of Seller have no Retained Interests. Seller and all Affiliates of Seller (a) have sold and transferred all Servicing Rights with respect to the Purchased Assets to Buyer, (b) have not previously assigned any such Servicing Rights to any other Person and (c) have no Retained Interests.

Purchased Assets. (1i) No As of the date hereof, Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Asset (or any interest therein) to any other Person, and immediately prior to the sale of such Mortgage Loan Asset to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2ii) The provisions of this Agreement and the related Confirmation are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a legal, valid and fully perfected first priority enforceable security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3iii) Upon receipt by the Custodian of each Mortgage Mezzanine Note or Junior Interest Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage such Mezzanine Note or Junior Interest Note, as applicable, or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note all right, title and in such interest of Seller Entity's interest in the related Mortgaged PropertyPurchased Items described therein. (4iv) Each of the representations and warranties made in respect of the Purchased Assets pursuant to Schedule 1(a)—1(g), as applicable, are true, complete and correct. (v) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV D attached hereto, the security interests granted hereunder in that portion of the Purchased Items which can be perfected by filing under the Uniform Commercial Code will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5vi) Upon execution and delivery of the Account Control Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the "investment property property" and all "deposit accounts accounts" (each as defined in the Uniform Commercial Code) comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1A) No The Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, and immediately prior to the sale of such Mortgage Loan to the Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Buyer hereunder. No Mortgage Loan sold to the Buyer hereunder was acquired (by purchase or otherwise) by a the Seller Entity from an Affiliate of such the Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entitythe Buyer. (2B) The provisions of this Repurchase Agreement are effective to either constitute a sale of Purchased Items to the Buyer or to create in favor of the Buyer a valid and fully perfected first priority security interest in all right, title and interest of the Seller in, to and under the Purchased Items. (3C) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the Seller, either a purchase shall have been completed by the Buyer of each Mortgage Note or the Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4D) Upon the filing of financing statements on Form UCC-1 naming the Buyer as "Secured Party", the Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each the Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity Each Purchased Asset, other than a Purchased Asset that has assigned, pledgedbeen, or otherwise conveyed is contemporaneously being, repurchased pursuant to Section 3.04 or encumbered any Mortgage Loan to 3.05 or any other Personrequirement hereof, is an Eligible Asset. Each representation and immediately prior warranty of Seller set forth in the Repurchase Documents (including in Schedule 1 applicable to the sale Class of such Mortgage Loan Purchased Asset) and the Purchased Asset Documents with respect to Buyereach Purchased Asset is true and correct, except as otherwise disclosed in any applicable Representation Exception or otherwise in writing on the respective executed copy of the related Confirmation. The review and inquiries made on behalf of Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously connection with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall next preceding sentence have been completed made by Buyer of each Mortgage Note or Buyer shall have a valid Persons having the requisite expertise, knowledge and fully perfected first priority security interest in the applicable Mortgage Note background to verify such representations and in such warranties. Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in has complied with all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery requirements of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With Custodial Agreement with respect to each Purchased Asset, including delivery to Custodian of all required Purchased Asset Documents. Except as reported to Buyer or disclosed in materials or notices delivered to Buyer in accordance with Sections 8.08 and 8.09, Seller has no Knowledge of any fact that could reasonably lead it to expect that any Purchased Asset will not be paid in full. No Purchased Asset is or has been the subject of any compromise, adjustment, extension, satisfaction, subordination, rescission, setoff, counterclaim, defense, abatement, suspension, deferment, deduction, reduction, termination or modification, whether arising out of transactions concerning such Purchased Asset or otherwise, by Seller or any Affiliate of Seller, any Transferor, any Underlying Obligor, Guarantor or any other Person, in each case, other than as disclosed to Buyer on the related Confirmation on or before each related Purchase Date or, if such event occurred following the Purchase Date, with respect to which either (i) Buyer consented in writing in its sole discretion, or (ii) Seller has repurchased or is in the process of repurchasing the Purchased Asset in accordance with Section 3.04(c). No procedures believed by Seller to be adverse to Buyer were utilized by Seller in identifying or selecting the proposed Purchased Assets for sale to Buyer. The purchase of each proposed Purchased Asset was underwritten in accordance with and satisfies applicable standards established by Seller or any applicable Affiliate of Seller. None of the representations and warranties on Schedule 1 is true and correct.Purchased Asset Documents (to the extent relating to the applicable Purchased Asset) has any marks or notations indicating that it has been sold, assigned, pledged, encumbered or otherwise conveyed to any Person other than Buyer. If any Purchased Asset Document requires the holder or transferee of the related Purchased Asset to be a qualified transferee, qualified institutional lender or qualified lender (however defined), Seller meets such

Purchased Assets. (1) No Seller Entity None of Encore, ECC nor Bravo has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Purchased Assets to any other PersonPerson other than Encore, ECC or Bravo, except for assignments, pledges, conveyances and encumbrances to be released prior to or simultaneously with the sale to Buyer hereunder, and immediately prior to the sale of such Mortgage Loan Purchased Assets to Buyer, the respective Seller Entity Encore, ECC or Bravo, as applicable, was the sole legal and beneficial owner of such Mortgage Loan Purchased Assets and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan Purchased Asset sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity Encore, ECC or Bravo from an Affiliate of such Seller Entity Encore, ECC or Bravo (other than the other) unless a True Sale Certification has been delivered to Buyer Buyer, unless such transaction (1) is not otherwise expressly prohibited under this Agreement, (2) was upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate and (3) was a sale or such Affiliate is contribution to capital that would not be recharacterized as a Seller Entityfinancing in the event of a bankruptcy, insolvency or other similar proceeding. (2) The provisions of this Agreement are effective effective, to the extent complied with, either to constitute a sale to Buyer of all right, title and interest of seller in and to the Purchased Assets and the proceeds of the related Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller each of Encore, ECC and Bravo in, to and under the Purchased Items. (3) Upon receipt by Seller of the Purchase Price for a Purchased Assets and receipt by Custodian of each the Mortgage Note, Note relating to the Purchased Asset endorsed in blank by a duly authorized officer of SellerEncore, ECC or Bravo, as applicable, either a purchase of the Mortgage Note shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first first-priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged PropertyMortgage. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "“Secured Party"”, Seller Encore, ECC and Bravo as "“Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity Encore, ECC and Bravo in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account AgreementAgreement by all parties thereto, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, in the investment property and all deposit accounts comprising Purchased ItemsCollection Account. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. All material items of the Purchased Assets used in the operation of the Station is listed and described in Schedule IV to this Agreement. No other affiliate of Seller (1including without limitation direct or indirect subsidiaries of Seller) No owns or has any rights, title or interest in any Purchased Assets or is in any way involved with the operation of the Station. On the Closing Date, Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, will have good and immediately prior valid title to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had good and marketable title theretoPurchased Assets, free and clear of all LiensEncumbrances, other than the Encumbrances described in each case except for Liens to Schedule III, which Encumbrances will be released simultaneously on the Closing Date concurrently with the sale closing. Upon consummation of the transactions set forth in this Agreement, Buyer will have good and valid title to Buyer hereunderthe Purchased Assets, free and clear of all Encumbrances (other than liens granted to Buyer’s lenders). No Mortgage Loan sold Schedule III sets forth each release and the UCC Termination Statements that are required in order to Buyer hereunder was acquired (by purchase release such Encumbrances on the Closing Date. Schedule III also sets forth all UCC Financing Statements and mortgages that have been filed against any Purchased Asset. Seller has received no notice of noncompliance with any restriction or otherwise) by a Encumbrance encumbering the Real Property, including the Leasehold Interest. Seller Entity from an Affiliate has maintained and has operated the Real Property, each Transmitter Site, each Transmitter Building and the Station under and in accordance with the terms of such all applicable regulations. To Seller’s knowledge, the owner of the Tower has maintained and has operated the Tower under and in accordance with all applicable regulations. Seller Entity unless a True Sale Certification has been delivered to Buyer is not aware of any complaints regarding the Real Property, Transmitter Sites, the Towers, the Transmitter Buildings, the antennas, the radio transmitters, the studio facilities or such Affiliate any other facilities included in the Purchased Assets. There is a Seller Entity. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller inno pending or, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer knowledge of Seller, either a purchase shall have been completed by Buyer threatened action, event, transaction or proceeding that could interfere with the quiet enjoyment or operation of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased ItemsAssets (including the Real Property) by Seller or, in on and after the jurisdictions Closing Date, by Buyer. There are no other persons which have any rights to use the Transmitter Sites or to occupy or use the Transmitter Buildings or the Real Property, whether by lease, sublease, easement, license or other instrument. Other than other lessees of the Tower and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity inEntravision, to and under such Purchased ItemsSeller’s knowledge there are no other persons which have any rights to use the Tower, which can be perfected whether by filing under lease, sublease, easement, license or other instrument. Following the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreementclosing, Buyer shall either be the owner of, or will have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect reasonable access to each Purchased Asset, each of the representations Transmitter Sites and warranties on Schedule 1 a continuous means of ingress and egress thereto from public roads. The items of Tangible Personal Property are, in all material respects, in good operating condition for equipment of their age and usage (ordinary wear and tear excepted). The technical equipment, constituting a part of the Tangible Personal Property, has been maintained in accordance with the Station’s past practice and is true operating and correctcomplies in all material respects with all applicable rules and regulations of the FCC and the terms of the FCC Licenses and Permits. The Purchased Assets include all the Permits, personal property, real property and assets, including real-estate rights, necessary to conduct the operation of the Station as now conducted.

Purchased Assets. (1) No Seller Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other Person, except the Buyer hereunder, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer and in any event unless such transaction (1) is not otherwise expressly prohibited under this Agreement, (2) was upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm's length transaction with a Person which is not an Affiliate and (3) was a sale that would not be recharacterized as a financing in the event of a bankruptcy, insolvency or such Affiliate is a Seller Entityother similar proceeding. (2) The provisions of this Agreement are effective to either constitute a sale of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller in, to and under the Purchased Items. (3) Upon receipt by Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller EntitySeller's interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming Buyer as "Secured Party", each Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, in the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1a) No Seller Entity has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan owns and will convey to any other Person, and immediately prior to the sale of such Mortgage Loan to Buyer, the respective Seller Entity was the sole owner of such Mortgage Loan and had Buyer at Closing good and marketable title theretoto all of the Purchased Assets, free and clear of all Liens of any nature whatsoever other than the Permitted Liens. Seller is in sole possession of, in each case except for Liens to be released simultaneously with and has sole control of, the sale to Buyer hereunderPurchased Assets. No Mortgage Loan sold to Buyer hereunder was acquired (Except as set forth on Schedule 1 hereto none of the Purchased Assets or US Purchased Assets is leased, rented, licensed, or otherwise not owned by purchase either Seller, TMI or otherwise) by a Seller Entity from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer or such Affiliate is a Seller EntityUSORTHO. (2b) The provisions Purchased Assets and the US Purchased Assets include all of this Agreement the assets of Seller, TMI or USORTHO which are effective to either constitute a sale used in or necessary for the operation of Purchased Items to Buyer or to create in favor of Buyer a valid and fully perfected first priority security interest in all rightthe Business, title and interest of Seller in, to and under the Purchased Itemsexcepting therefrom only any Retained Assets. (3c) Upon receipt The Fixed Assets, Leased Assets and Rental Fleet are in good operating condition and repair, normal wear and tear excepted, free from any defects (except minor defects as do not interfere with the use thereof in the conduct of the normal operations of the Business), have been maintained consistent with the standards generally followed in the industry, and are sufficient to carry on the Business as previously conducted by Custodian of each Mortgage NoteSeller, endorsed TMI and USORTHO. (d) Except as otherwise provided in blank by a duly authorized officer the August 1996 Financial Statements as obsolete Inventory, the Inventory (including the Rental Fleet) of Seller, either a purchase shall have been completed by Buyer of each Mortgage Note or Buyer shall have a valid TMI and fully perfected first priority security interest USORTHO is current, merchantable, usable, and as to finished goods, resalable at normal prices and discounts in the applicable Mortgage Note ordinary course of business. The quantity of the Inventory on the Closing Date 17 will be at a level appropriate and adequate for Buyer to conduct the Business in such Seller Entity's interest in substantially the related Mortgaged Propertysame manner as the Business was carried on by Seller, TMI and USORTHO during the twelve (12) months immediately prior to the date hereof. (4e) Upon the filing of financing statements Except as set forth on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached Schedule 3.4(e) hereto, the security interests granted hereunder in the Purchased Items will constitute fully perfected security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity inwhich Schedule shall be updated, to the extent necessary, on the Closing Date, as at November 30, 1996 and under such Purchased Itemsas at the Closing Date, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery all of the Account Agreementtangible Purchased Assets and US Purchased Assets were physically located at either 901 Dillingham Road, Buyer shall either be the owner ofPicker▇▇▇, ▇▇▇▇▇▇▇, or have a valid and fully perfected first priority security interest in139▇ ▇▇▇▇▇ ▇otomac Street, the investment property and all deposit accounts comprising Purchased Items▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.

Purchased Assets. (1) No Seller Entity None of NCCC, NCAH, NCMC, New Century or Home123 has assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPerson (except as between NCCC, NCAH, NCMC, New Century and Home123), and immediately prior to the sale of such Mortgage Loan to the Buyer, the respective Seller Entity NCCC, NCAH, NCMC, New Century and/or Home123 was the sole legal and beneficial owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Buyer hereunder. No Mortgage Loan sold to the Buyer hereunder was acquired (by purchase or otherwise) by a Seller Entity NCCC, NCAH, NCMC, New Century or Home123 from an Affiliate of such Seller Entity unless a True Sale Certification has been delivered to Buyer NCCC, NCAH, NCMC, New Century or such Affiliate is a Seller EntityHome123 (except as among NCCC, NCAH, NCMC, New Century and Home123), as applicable. (2) The provisions of this Agreement are effective to either constitute a sale of the Purchased Items to the Buyer or to create in favor of the Buyer a valid and fully perfected first priority security interest in all right, title and interest of Seller NCCC, NCAH, NCMC, New Century and Home123 in, to and under the Purchased Items. (3) Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of SellerNCCC, NCAH, NCMC, New Century or Home123, as applicable, either a purchase shall have been completed by the Buyer of each Mortgage Note or the Buyer shall have a valid and fully perfected first priority security interest in the applicable Mortgage Note and in such Seller Entity's Seller’s interest in the related Mortgaged Property. (4) Upon the filing of financing statements on Form UCC-1 naming the Buyer as "the “Secured Party"”, Seller and NCCC, NCAH, NCMC, New Century and Home123 as "the “Debtor" ” and describing the Purchased Items, in the jurisdictions and recording offices listed on Exhibit IV attached hereto, the security interests granted hereunder in the Purchased Items will constitute valid and fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Seller Entity NCCC, NCAH, NCMC, New Century and Home123 in, to and under such Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery of the Account Agreement, the Buyer shall either be the owner of, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations and warranties on Schedule 1 is true and correct.