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. (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. 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. 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. 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. 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, 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. 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. (1a) No Seller Entity has assignedgood, 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 valid and marketable title theretoto, or, in the case of leased property and assets, has good, valid and enforceable leasehold interests in, all tangible property included in the Purchased Assets, 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 Entityother than Permitted Liens. (2b) The provisions Purchased Assets constitute all of this Agreement the property and assets, when taken together with the rights and services to be provided pursuant to the Ancillary Agreements, necessary for the conduct of the Business as presently conducted by Seller. The Purchased Assets, together with the rights and services that are effective the subject of the Ancillary Agreements, are sufficient to either constitute a operate the Business immediately after the Closing as the Business is presently by Seller. Upon the sale of the Purchased Items Assets to Buyer or Purchaser pursuant to create in favor this Agreement, all of Buyer a valid and fully perfected first priority security interest in all Seller’s right, title and interest in and to all Purchased Assets will pass to Purchaser on the Closing Date, free and clear of Seller inall Liens, to and under the Purchased Itemsother than Permitted Liens. (3c) Upon receipt by Custodian of each Mortgage NoteTo the Seller’s Knowledge, 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 the tangible property included in the applicable Mortgage Note Purchased Assets has no material defects, is in good operating condition and in such Seller Entity's interest in the related Mortgaged Propertyrepair and is adequate and suitable for its present uses. (4d) Upon Section 3.11(d) of the filing Disclosure Schedule contains a materially accurate and complete list of financing statements the locations, and the quantities and values at each location, of all Inventory as of the date of the Latest Balance Sheet. Seller owns all of the Inventory. All of the Inventory reflects the normal inventory valuation policies of Seller and is valued on Form UCC-1 naming Buyer as "Secured Party", Seller as "Debtor" the Latest Balance Sheet and describing in Section 3.11(d) of the Purchased ItemsDisclosure Schedule at the lower of cost and market value, in accordance with GAAP consistent with past practice and reflects write-downs to realizable values in the jurisdictions and recording offices listed on Exhibit IV attached heretocase of items that are below standard quality or have become obsolete or unsaleable (except at prices with less than normal gross margins). To Seller’s Knowledge, all of the security interests granted hereunder items of Inventory (subject to allowances for warranty claims) meet Seller’s current specifications applicable thereto. No Inventory 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 Code. (5) Upon execution and delivery of the Account Agreement, Buyer shall either be the owner ofAssets is held on consignment, or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Itemsis owned by Seller but held by other Persons. (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 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. (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. (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. 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. (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. (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. (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. (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.

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. (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 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. (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. (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. (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. 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. (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. 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. (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. (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. 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. (1a) No Either Seller Entity or a Seller Subsidiary 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 theretoto the tangible Purchased Assets, free and clear of all Liensany Encumbrances, and upon consummation of the transactions contemplated hereby and thereby, Buyer will obtain good and marketable title 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 and to, 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 leasehold interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With respect to each Purchased Asset, each of the representations tangible Purchased Assets, free and warranties clear of any Encumbrances. All tangible Purchased Assets have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they presently are used. (b) The Purchased Assets, together with the Assigned Patent Rights, are sufficient for Buyer to continue to operate the Business as currently conducted in all material respects following the Closing. (c) Each lease or other agreement pursuant to which Seller or any Seller Subsidiary leases or subleases any real property (a “Real Property Lease”) is set forth on Schedule 1 is true 2.7(c) of the Seller Disclosure Letter. There are no material disputes, oral agreements, or forbearance programs in effect as to any Real Property Lease. Except as set forth in Schedule 2.7(c) of the Seller Disclosure Letter, neither Seller nor any Seller Subsidiary has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest under any Real Property Lease. The monthly rent and correctall other charges due under each Real Property Lease are current and will have been paid in full through Closing. To the knowledge of Seller, all facilities leased or subleased pursuant to the Real Property Leases have received all approvals of Governmental Authorities (including Permits) required in connection with the use and operation thereof and have been operated and maintained in all material respects in accordance with applicable Legal Requirements. Neither Seller nor any Subsidiary has received a notice of any pending condemnation proceedings, lawsuits, or administrative actions relating to the facilities leased or subleased pursuant to the Real Property Leases or other matters affecting materially and adversely the current use or occupancy thereof and, to the knowledge of Seller, none are threatened. (d) Neither Seller nor any Seller Subsidiary owns, or has ever owned, any real property or interests in real property in fee simple, and neither Seller nor any Seller Subsidiary has any outstanding options or rights of first refusal to purchase any real property, or any portion thereof or such interest therein. (e) All Seller Products, including Seller Software, are in conformance with, and operate according to, the corresponding technical specifications and other documentation in all material respects.

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. (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 assignedUpon the terms and subject to the conditions of this Agreement, pledgedat the Closing, or otherwise conveyed or encumbered any Mortgage Loan to any other PersonPurchaser shall purchase and acquire from Sellers, and immediately prior Sellers shall sell, assign, transfer, convey and deliver to the sale of such Mortgage Loan to BuyerPurchaser, the respective Seller Entity was the sole owner Purchased Assets and all of such Mortgage Loan Sellers’ right, title and had good and marketable title theretointerest therein, in each case free and clear of all LiensEncumbrances other than Permitted Encumbrances. For the avoidance of doubt, in each case except any Rail Cars delivered to Sellers on or prior to the Closing Date pursuant to a Rail Car Purchase Order (collectively, "New Cars") shall be considered "Owned Cars" and shall be deemed "Purchased Assets" at the Closing for Liens all purposes of this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) SELLERS HAVE NEITHER HERETOFORE MADE, NOR DO THEY MAKE BY ANY OTHER AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH, ANY ADDITIONAL REPRESENTATIONS OR WARRANTIES, AND (B) THE PURCHASED ASSETS ARE BEING SOLD ON AN "AS IS", "WHERE IS" BASIS, AND NO SELLER MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED ASSETS INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OPERABILITY, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OR CAPACITY OF, THE MATERIAL OR WORKMANSHIP OF ANY PARTICULAR PURCHASED ASSET. Excluded Assets. Sellers shall not sell, assign, transfer, convey or deliver to be released simultaneously with the sale to Buyer hereunder. No Mortgage Loan sold to Buyer hereunder was acquired (by Purchaser, nor shall Purchaser 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 acquire Sellers’ right, title or interest in and interest to, any Excluded Assets. Assumed; Excluded Liabilities. Upon the terms and subject to the conditions of Seller inthis Agreement, effective as of the Closing Date, Purchaser shall assume and be obligated to and pay when due, perform, or discharge only the Assumed Liabilities. Purchaser shall not assume or otherwise become liable for any Excluded Liabilities. Purchase Price . Subject to Section 2.3 hereof, the aggregate cash purchase price to be paid by Purchaser for the Purchased Assets (the "Purchase Price") shall be equal to the sum of (i) $119,800,000.00 plus (ii) the aggregate of the purchase prices (as set forth in section B to Schedule 1.11 hereto) paid by Sellers under the Purchased Items. Rail Car Purchase Orders for any New Cars delivered to Sellers on or prior to the Closing Date plus (3iii) Upon receipt the portion of the Cypress Monthly Payment that is allocable to any period prior to the Closing Date (such allocation to be done ratably between the period prior to the Closing Date and the period commencing on or after the Closing Date based on the number of days covered by Custodian such Cypress Monthly Payment), minus (iv) the aggregate amount of each Mortgage Notethe Advance Payments as of the Closing Date, endorsed in blank by a duly authorized officer of Sellerminus (v) if, 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 only 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 heretoevent that, the security interests granted hereunder in closing of the Purchased Items will constitute fully perfected security interests under transactions contemplated by any sale agreement entered into with respect to the Uniform Commercial Code in all rightIP-20 Rail Cars pursuant to Section 5.20 hereof shall occur prior to the Closing Date, title and interest the aggregate amount of each Seller Entity inany fees, commissions or other amounts paid or payable to and Sellers under such Purchased Itemssale agreement, which can be perfected by filing under the Uniform Commercial Code. (5) Upon execution and delivery or otherwise in connection with such sale, of the Account AgreementIP-20 Rail Cars, Buyer shall either be minus (vi) the owner ofaggregate amount, if any, paid or have a valid and fully perfected first priority security interest in, the investment property and all deposit accounts comprising Purchased Items. (6) With payable to Sellers with respect to each Purchased Assetany sales of obsolete or damaged Owned Cars for scrap value made in accordance with clause (i) of Section 5.5(g) hereof. Subject to Section 2.2(b) hereof, each Purchaser shall pay the Purchase Price to the Sellers at the Closing by wire transfer in immediately available funds to an account or accounts designated by Sellers. Notwithstanding the last sentence of Section 2.2(a) hereof, if Sellers have not provided evidence reasonably satisfactory to Purchaser of the representations payment in full of all purchase price and warranties other amounts required to be paid by Sellers under any Rail Car Purchase Orders for New Cars that are included as Purchased Assets at the Closing, Purchaser is hereby authorized and instructed to pay, on Schedule 1 behalf of Sellers, a portion of the Purchase Price to the applicable seller of the New Cars as is true necessary to fully pay the outstanding balance of purchase price and correctother amounts required to be paid by Sellers under any such Rail Car Purchase Orders. A paid invoice and either executed wire transfer instructions or a copy of a check payable to the applicable seller of the New Cars shall be deemed "evidence reasonably satisfactory to Purchaser" for purposes of this Section 2.2(b).

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. (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. (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. (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. 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. (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. (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. 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. (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. (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 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.