Common use of Seller’s Representations, Warranties and Covenants Clause in Contracts

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants as followscovenants to Buyer that: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and a. Seller has all requisite full power and authority to conduct enter into this Agreement and complete this Transaction. b. Seller has good and marketable fee simple title to the Property. Other than as has been or will be disclosed to Buyer, there are no unrecorded agreements, leases, liens or encumbrances that may affect title to the Property to which Seller is a party or of which Seller has knowledge. c. Upon ▇▇▇▇▇▇’s execution of this Agreement, it will be binding and enforceable against Seller in accordance with its business, to own its propertiesterms, and to executeupon Seller’s execution of the additional documents contemplated by this Agreement, deliver, they will be binding and perform its obligations under this agreementenforceable against Seller in accordance with their terms. (b) The executiond. Subject to the foregoing, deliveryneither the execution and delivery of this Agreement, and performance nor the consummation of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and Transaction will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in constitute a breach or constitute a default under Seller’s corporate charter or bylaws, or under any contract or agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller is bound that affects the Property or its properties any part thereof. e. Seller has not entered into any agreement or assets may be bound contract with respect to the Property or affectedgranted any interest in the Property that is inconsistent with Seller’s obligation to convey to Buyer good and marketable fee simple title to Seller’s interest in the Property in accordance with the requirements of this Agreement. Except as otherwise provided herein, Seller shall not, prior to any termination of this Agreement and without ▇▇▇▇▇'s prior written consent, enter into or execute any easement, encumbrance, lease, or other agreement with respect f. Seller has not received notice of any pending or threatened condemnation action affecting the breach or default of which could reasonably be expected to have a material adverse effect Property, any moratorium on building on the Property, or any violation with regard to any applicable law, regulation, ordinance, requirement, covenant, condition or restriction relating to the present use, occupancy or condition of the Property from any person, authority or agency having jurisdiction over the Property. g. Seller has not received notice of any intended public improvements that will result in any condemnation or taking of all or a portion of any part of the Property, or in any special assessments, levies, taxes or other charges being assessed against any part of the Property that will impose a lien upon the Property. Seller has no knowledge of special assessments pending or threatened against or with respect to the Property on account of or in connection with streets, roads or any other public improvements, including, but not limited to, storm and sanitary sewer, water or other utility lines, curbs, gutters, drainage facilities, sidewalks, lighting and the like. h. There are no suits, claims, proceedings or investigations pending or, to Seller’s actual knowledge, threatened with respect to the Property or that will adversely affect Seller’s ability of Seller to perform meet its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementAgreement. i. Seller has not: (ci) This agreement is made a valid and binding obligation general assignment for the benefit of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.creditors;

Seller’s Representations, Warranties and Covenants. Seller hereby represents makes the following representations, warranties and warrants as followscovenants: (ai) The Equipment is in good condition and in proper working order, and is fit for the intended use by Purchaser, to wit: Internet access and service for its customers, management of the network by Purchaser and customer support by Purchaser and other uses normally made of such Equipment by a company in the business of the Seller. ii) Other than as set forth on Exhibit B, the Seller has good, clear and absolute record and marketable title to all of the Equipment sold free and clear of any and all liens, pledges, encumbrances, charges, rights of first refusal; transfer restrictions, options, or any similar claim or right, legal or equitable, or any other such restriction which could interfere with the possession, use and enjoyment of anything sold pursuant to this Agreement, and interests of any other person or entity, including without limitation, tax liens, mortgages, security interests and interests of co- owners, and that Seller has the ability to transfer good title free of interests of any person or entity. iii) The Seller has paid all applicable federal, state, local and other taxes as of the date of the closing of this transaction and that no taxes are due and payable as of the date of the closing of this transaction, and that the Seller has properly filed all required Federal, State or local tax returns. The property tax on the Equipment due after the date hereof shall be paid by Purchaser. iv) The Seller is not involved in any controversy, including without limitation, lawsuits and settlement negotiations, wherein the Seller's ownership, right of use, or right of sale of the Equipment and other assets sold in this transaction are in any doubt whatsoever. v) The Seller has fully disclosed to the Purchaser the scope of any and all manufacturers' warranties on the Equipment, which are hereby assigned to the Purchaser. vi) The Seller has taken no action to cause the manufacturer warranties on the equipment to be questioned or eliminated, including without limitation repairs in a manner other than that authorized by the warranty, and has taken all actions necessary to cause all warranties on the Equipment to remain in full force and effect. vii) The Seller may sell the Equipment and other assets sold in this transaction without conflicting with, constituting a default under, or breaching any provision of any agreement, contract, whether oral or written, commitment, binding arrangement, deed, lease or other instrument to which Seller is a party. viii) The Seller may sell the Equipment and other assets sold in this transaction consistent with all applicable Federal, State and local law, including without limitation, statutes, regulations and court orders. ix) Other than as set forth on Exhibit B, the Equipment sold in this transaction are not subject as of the date of the signing of this agreement nor will they become subject to any material liabilities except those voluntarily incurred by the Purchaser after the completion of transfer of title, nor will Purchaser's entering into this agreement give rise to any liabilities on the part of the Purchaser other than those expressly accepted by Purchaser under this agreement. x) Seller is a [non-profit corporation duly organized, validly existing incorporated and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; Louisiana and Seller has all requisite power power, capacity and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under enter into this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller Agreement. Attached hereto as exhibit C is a party or by which Seller or its properties or assets may be bound or affected, the breach or default copy of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under duly adopted Board resolution authorizing Seller's entering into this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by Agreement and acknowledging that this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement Agreement is a valid binding and binding enforceable obligation of Seller. Seller has full right and authority to enter into this Agreement without any other governmental or private consent or approval. (dxi) Other than as set forth on Exhibit B, neither Purchaser nor the Equipment are subject, nor will become subject, to any material liabilities other than those expressly disclosed herein. This provision applies to liabilities accruing before or after closing which relate to the period prior to closing. xiii) No representations or warranties of Seller made in any document, certificate, exhibit or omit to state a material fact necessary to make any statement of fact contained herein or therein not misleading. All documents and other papers delivered in connection hereto are true, complete and authentic. The execution foregoing representations, warranties and performance covenants shall survive the closing of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerthe transaction hereunder.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (aA) Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) 1. require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) 2. violate any Applicable Law, or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; (iii) 3. result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; or (iv) 4. result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA. (cC) This agreement PPA is a valid and binding obligation of Seller, subject to the contingencies identified in Article 6. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statuteor Applicable Law, or regulation that is applicable to Seller or the Facility. (E) To Seller’s knowledge, all permits, consents, approvals, licenses, authorizations, or other action required by any Governmental Authority to authorize Seller’s execution, delivery and performance of this PPA have been duly obtained and are in full force and effect. (F) Seller shall comply with all Applicable Laws in effect or that may be enacted during the Term. (G) Seller shall disclose to Company, the extent of, and as soon as it is known to Seller, any violation of any Applicable Laws arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Site, alleged to exist by any Governmental Authority having jurisdiction over the Site, or the existence of any past or present enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination. (H) To the full extent authorized by FERC regulations and the FERC standards of conduct, Seller hereby authorizes Company to contact and obtain information concerning the Facility and Interconnection Facilities directly from the Interconnection Provider and to the extent necessary Seller shall provide written notice to the Interconnection Provider confirming such authorization. (I) As of the Commencement Date, the Facility shall constitute an Eligible Energy Resource.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer that the following statements are true and accurate, as followsof the date hereof through the Closing Date: A. Except for burdens that have been taken into account in determining the Working Interests (aas defined below) and Net Revenue Interests (as defined below) included in the Property and for liens, encumbrances and other burdens that will be released contemporaneously with the Closing, the Property is free and clear of all mortgages, deeds of trust, liens, and other encumbrances created by, through or under Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority made no dispositions or elections or taken any other action that would increase its share of costs to conduct greater than the Working Interest or decrease its businessnet share of production to less than the Net Revenue Interest set forth on Exhibit A. To Seller’s knowledge, there are no preferential rights, consents to assignment or other restrictions on alienation of the Property, except as heretofore disclosed in writing by Seller to Buyer. For the avoidance of doubt, any representation or warranty qualified to the “knowledge of Seller” or “to Seller’s knowledge” or with any similar knowledge qualification is limited to matters within the actual knowledge of Seller. B. Except as previously disclosed by Seller to Buyer, to own its propertiesSeller’s knowledge there is no demand or lawsuit, nor any compliance order, notice of probable violation or other private or governmental action, pending or, to the best of Seller’s knowledge, threatened against Seller of which Seller has knowledge, that would result in an impairment or loss of title to any part of the Property, or impairment of the value thereof, or would hinder or impede the operation or transfer of the Property. C. Except as required by applicable law or the Related Contracts, Seller will not commence or consent to commencement of, or elect to participate in, any operation to drill any new well on the Leases or the Lands or to frac, re-complete, deepen, rework, plug back, plug and abandon, or conduct other significant operations with respect to any Well without the prior written consent of Buyer, not to be unreasonably withheld. D. From the date hereof through Closing, Seller will pay when due all undisputed expenses coming due and payable in connection with the Property. Without the prior written consent of Buyer, which shall not be unreasonably withheld, and except as required by applicable law or Related Contracts, Seller will not do any of the following with respect to executethe Property, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance except to the extent resulting from the actions of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: the operator of the Property: (i) require enter into any consent new agreements or approval by any governing body or shareholders of Seller, other than commitments that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could can reasonably be expected to have a material adverse effect result in aggregate payments by Seller of more than $50,000 during the current or any subsequent fiscal year that cannot be terminated by Seller on not greater than 60 days’ notice; (ii) incur any liabilities other than in the ability ordinary course of Seller to perform its obligations under this agreementbusiness for normal operating expenses; or (iii) release, surrender, modify or terminate all or any portion of the Leases or the Related Contracts; or (iv) result inencumber, sell or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance otherwise dispose of any nature (of the Property other than as may be contemplated by this agreement) upon or hydrocarbons sold in the ordinary course of business. E. All taxes, assessments and other governmental charges payable with respect to any the Property that are based on or measured by actual ownership of the assets or properties of Seller now owned or hereafter acquired, Property that have become due and payable before the creation or imposition of which could reasonably be expected to Effective Time have been properly paid in a material adverse effect on the ability of Seller to perform its obligations under this agreementtimely manner. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement F. From the date hereof through Closing, Seller will not conflict with or constitute a breach or default under any contract or agreement immediately notify Buyer of any kind to material change in the condition of the Property of which Seller is a party aware, including, without limitation, any casualty loss. G. Promptly after the execution and delivery of this Agreement, Seller will give written notice to Buyer of any condition or occurrence of which Seller has actual knowledge relating to any judgmentor all of the Property that could constitute an Environmental Issue (as defined below). Seller shall have the right, orderup to the day prior to the Closing, statuteto supplement its original notice by giving one or more additional written notices to Buyer, if Seller later becomes aware of any additional conditions or regulation that is applicable occurrences of the type referred to Sellerabove. Any and all notices given by Seller to Buyer under this Section 6.G shall be herein referred to, collectively, as the “Environmental Disclosure.” H. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN HEREIN, IN THE CERTIFICATE OF SELLER TO BE DELIVERED AT CLOSING OR IN THE CONVEYANCES TO BE DELIVERED BY SELLER TO BUYER HEREUNDER, THERE ARE NO REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, BY SELLER AS TO THE PROPERTY OR PROSPECTS THEREOF AND BUYER HAS NOT RELIED UPON ANY ORAL OR WRITTEN INFORMATION PROVIDED BY SELLER. I. Seller will use its best efforts to obtain the management approval described in Section 11 A (iii) no later than August 16, 2013

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of to Seller’s actual knowledge, there are no unrecorded leases (other than that the Lease), liens or encumbrances which has been obtained may affect title to the Premises; any existing financing secured by the Premises or any part thereof shall be satisfied and is discharged in full force at or prior to the ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to the ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the ▇▇▇; (ii) violate to Seller’s actual knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of the Premises by any provision in any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s actual knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Premises which will result in a breach or constitute a default under lien upon the Premises; (iv) to Seller’s corporate charter actual knowledge, there is no impending or bylaws, contemplated condemnation or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerPremises, or any indenture portion thereof, by any governmental authorities; (v) to Seller’s actual knowledge, there are no suits or loan claims pending or credit agreementthreatened with respect to or in any manner affecting the Premises or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell the Premises, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Premises, or any portion thereof, or its potential use, and, to Seller’s knowledge, after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) no default of which could reasonably be expected Seller exists under the Lease; Seller has sent no notice of default to Tenant, and to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify or terminate the Lease; (xi) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in an arms-length transaction; (xii) all amounts due and payable by Seller under the Contracts, the REA’s and the Declarations have a material adverse effect on the ability been paid in full and no default of Seller to perform its obligations exists under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets Contracts, any of the REA’s or properties any of the Declarations and, to Seller’s actual knowledge, no default of any other party exists under any of the Contracts, any of the REA’s or any of the Declarations; (xiii) no consent of any third party is required in order for Seller now owned to enter into this Agreement and perform Seller’s obligations hereunder; (xiv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or hereafter acquiredhas existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Premises of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. (1) As of the date on which Purchaser pays the Purchase Price, Seller hereby represents and warrants to Purchaser as follows: (a) Seller is a [non-profit corporation duly organizedthe sole and lawful owner of the Contracts and all Payments coming due thereunder and has good and marketable title to it and, validly existing upon payment of the Purchase Price, Purchaser shall receive good and in good standing marketable right, title and interest to the Contracts and all Payments due thereunder free and clear or all security interests, liens, encumbrances and claims whatsoever (other than the rights of the Obligors under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement.Contracts); (b) The executionEach Contract evidences a valid reservation of title to the Equipment subject thereto, deliverysubject only to the rights of the Obligor under the Contract, or a valid, perfected first priority security interest in the applicable Equipment and upon the assignment of the Contracts, Purchaser shall acquire a valid perfected first priority security interest in the Equipment which shall have priority over all other rights, liens or security interests with respect thereto; (c) Seller has the absolute right to sell and assign the Contracts and all Payments coming due thereunder and such Contracts and Payments are capable of being freely and fully assignable and none of the Contracts contain a prohibition against such sale and assignment; (d) Each Contract, together with all related documents, are legal, valid, binding, and performance enforceable in accordance with their respective terms and each such Contract and related documents are non-cancelable for the term of its the Contract as indicated on Schedule A hereto; (e) The obligations of each Obligor under this agreement each Contract are absolute and unconditional and no setoffs, counterclaims, abatements or defenses exist with respect to any such obligations, including payment obligations, of any Obligor under such Contract; (f) All information in whatever form provided by Seller to Purchaser concerning the Contracts, including, without limitation, the information on Schedule A hereto, the legal names and addresses of Obligors and the amount and due dates of Payments due under Contracts, is accurate and correct and the form of each Contract is in a substantially similar form as the form set forth on Exhibit C attached hereto and made a part hereof; (g) Seller has delivered to Purchaser the genuine sole originals of the Contracts and all documents related thereto as, such Contracts and documents constitute the entire agreement between the parties thereto and the transactions contemplated by the Contracts arose out of bona fide business transactions in the ordinary course; (h) Seller is not holding any security deposits, escrow, maintenance or other reserves or deposits with respect to the Contracts or Equipment; (i) No suit or any legal action or proceeding has been brought or threatened to be brought by or against Seller in connection with any Contract; (j) The Equipment has been delivered and unconditionally accepted by the Obligors and the Equipment is in the possession of the Obligors and in good operating condition; (k) All taxes imposed prior to the date of this Agreement by any taxing authority on the Contracts or Equipment have been duly authorized paid by Seller and the Contracts and Equipment comply with all necessary corporate actionmaterial applicable laws, rules and regulations; (l) Seller has not heretofore sold, transferred, assigned or otherwise pledged its interest in all or any part of the Contracts or Equipment and Seller shall not sell, transfer, assign or otherwise encumber, or attempt to encumber, or suffer to permit any lien, or charge upon, all or any part of the Contracts or Equipment; (m) No default or event of default has occurred and remains uncured under any Contract and no event, which with the passage of time or the giving notice or both, would become a default or event of default under the Contracts has occurred and remains uncured; (n) All Equipment is to be used by Obligor solely for business or commercial purposes and not for personal, family or household purposes; (o) Neither the Contract nor any related instruments (as presented to Purchaser by Seller) have been, or will be, altered, modified, changed or amended by Seller without Purchaser’s prior written consent; and (p) Each Contract unconditionally requires that the Obligor will maintain “all risk” casualty and theft insurance with respect to the Equipment covered thereby, in an amount not less than the replacement cost of such Equipment, and such insurance is in place as of the date of this Agreement and the Assignment. (2) Until the termination of this Agreement and for as long as any amounts and any obligations to Purchaser are outstanding hereunder and under any Contract: (a) Seller will not do not and anything that might impair the value of the Contract, the Equipment covered by the Contract, any related instruments, or any of Purchaser’s rights under the Contract or to any Payments due under the Contract; (b) In the sole event that the following information is no longer publicly available the Seller will notfurnish to Purchaser: (i) require any consent or approval quarterly unaudited financial statements concerning Seller’s business, prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal quarter, presenting fairly its financial condition as at the end of that quarter and containing such data as may be requested by any governing body or shareholders of SellerPurchaser, other than that which has been obtained and is in full force certified as true and effectcorrect by its chief financial officer; (ii) violate any Applicable Lawannual audited financial statements concerning Seller’s business, or violate any provision prepared in any corporate documents conformity with generally accepted accounting principles applied on a basis consistent with that of Seller, the violation preceding fiscal year and presenting fairly its financial condition as at the end of which could have a material adverse effect on that fiscal year and the ability results of Seller to perform its obligations under this agreementoperations for the twelve (12) month period then ended and certified as true and correct by its chief financial officer; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument information as Purchaser may reasonably request from time to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementtime. (c) This agreement is a valid Seller shall notify Purchaser promptly upon Seller’s learning of (i) any change in the name of any Obligor under any Contract; (ii) the default or violation by any Obligor under any Contract; (iii) any adverse credit information, which Seller may acquire or have knowledge of, with respect to any Obligor under any Contract; (iv) any movement of or loss or destruction with respect to any Equipment; and binding obligation (v) any and all litigation or other matters or events concerning any Obligor which might reasonably be construed to materially and adversely affect Purchaser’s rights or interests in any Contract, Payments under such Contract or related Equipment or any of SellerPurchaser’s rights under this Agreement, the Assignment or any related documents. (d) The execution Seller will promptly fulfill and performance perform all obligations, covenants, liabilities, warranties and duties, if any, on its part to be fulfilled and performed in connection with a Contract and any other agreements, warranties or instruments executed by Seller with respect to the installation, maintenance or servicing by Seller of this agreement will not conflict with or constitute the Equipment covered by a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerContract.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants, and warrants as followscovenants that: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws owner of the State of Delaware]. Property and Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and duly authorized to execute, deliver, deliver and perform its obligations under this agreementAgreement. (b) Any court or third-party approvals necessary for Seller to enter into, and perform their respective obligations under, this Agreement have been obtained and are in full force and effect. (c) The executionentities and/or persons executing this Agreement on behalf of Seller are duly authorized to execute and deliver this Agreement. (d) This Agreement and the Loan Documents are in full force and effect and the transactions contemplated therein constitute legal, deliveryvalid and binding obligations of Seller, enforceable against Seller, in accordance with their terms, and have not been modified either orally or in writing. (e) Lender has not waived any requirements of the Loan Documents nor any of Lender’s rights thereunder. (f) There is no existing “Event of Default” (as defined in the Loan Documents) or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (g) All information provided to Lender or Servicer by Seller or by Principal, or any of their respective employees, officers, directors, partners, members, managers or representatives, in connection with or relating to this Agreement or the transactions contemplated hereby (including, without limitation, any information relating to the Property delivered to Lender in connection with the transactions contemplated hereby) contains no untrue statement of material fact and does not omit a material fact necessary in order to make such information not misleading, and the provision of any such information by Lender or Servicer to any rating agency is expressly consented to by Seller and Principal and will not infringe upon or violate any intellectual property rights of any party. Seller and Principal, by their execution of this Agreement, agree, jointly and severally, to reimburse, indemnify and hold Lender, its officers, agents, loan servicers (including, without limitation, Servicer) and employees harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs), which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach or inaccuracy of the representations and warranties set forth in this Section 11(g) or any fraudulent or tortious conduct of Seller or Principal in connection with this Agreement or the transactions contemplated hereby, or the Property, including the misrepresentation of financial data pertaining to the Property presented to Lender by Seller. (h) All taxes and assessments applicable to the Property that are due and payable as of the Closing have been paid. (i) Neither Seller nor Principal is subject to any judgment, order, writ, injunction or consent decree. There are no actions, suits or proceedings pending or, to its knowledge, threatened (i) against Seller or Principal or against or involving adverse claims against a substantial part of any of their respective assets, (ii) against or involving the Property (including, without limitation, any condemnation proceeding), or (iii) which relate to or may affect the Transfer and Assumption or any of the other transactions contemplated by the Purchase Agreement, the Loan Documents or this Agreement. (j) Seller’s and Principal’s execution and delivery of, consummation of the transactions contemplated by, and performance of its respective obligations under, this Agreement will not violate, conflict with or result in a default under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Sellerits organizational documents, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawlaw, rule, regulation, order, decree or judgment applicable to or binding upon Seller, Principal or the Property, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller or Principal is a party or by which Seller the Property is or its properties or assets may be bound or affected. (k) Neither Seller nor Principal has any intention to do any of the following prior to the Closing or within the 180 days following the Closing: (i) seek entry of any order for relief as debtor in a proceeding under the Code (as hereinafter defined), (ii) seek consent to or not contest the breach appointment of a receiver or default trustee for itself or for all or any part of which could reasonably be expected to have its property, (iii) file a material adverse effect on the ability of Seller to perform its obligations petition seeking relief under this agreement; or any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) result inmake a general assignment for the benefit of its creditors. (l) The next payment for real property taxes applicable to the Property is due on or before January 5, 2018. (m) All representations and warranties in the Purchase Agreement are true and correct. (n) Upon consummation of the Transfer and Assumption, Seller shall have no further interest in the escrow accounts held by Lender and described in subsection 2(e) of this Agreement. (o) Neither Seller nor Principal has any setoffs, claims, counterclaims or require the creation or imposition of, any mortgage, deed causes of trust, pledge, lien, security interest, or other charge or encumbrance action of any kind or nature (other than as may be whatsoever with respect to the Loan Documents or the transactions contemplated by this agreement) upon hereby or thereby, the administration or funding of the Loan or with respect to any acts or omissions of Lender, any predecessor holder of the assets Loan (including, without limitation, Lender and Interim Lender) or properties any servicer of the Loan (including, without limitation, Servicer) or any past or present officers, agents or employees of Lender, any predecessor holder of the Loan (including, without limitation, Original Lender and Interim Lender) or any servicer of the Loan (including, without limitation, Servicer). Neither Seller now owned nor Principal has any defenses of any kind or hereafter acquired, the creation or imposition of which could reasonably be expected nature whatsoever with respect to have a material adverse effect on the ability of Seller to perform its respective obligations under the Loan Documents or this agreementAgreement. (cp) This agreement All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. Lender is a valid entitled to rely, and binding obligation of Seller. (d) The has relied, upon these representations, warranties and covenants in the execution and performance delivery of this agreement will not conflict Agreement and all other documents and instruments executed and delivered by Lender in connection with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerthis Agreement.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants to Buyer as followsof the Effective Date and again as of ▇▇▇ that: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws has not entered into any unrecorded leases of the State Property (other than the Lease); any existing financing of Delaware]. Seller is qualified secured by the Property or any part thereof shall be satisfied and discharged in full at or prior to do business in each other jurisdiction where the failure ▇▇▇ and any liens or encumbrances relating thereto shall be terminated and released of record at or prior to so qualify would have a material adverse effect on the business or financial condition of Seller▇▇▇; and Seller has all requisite power and authority does not have any defeasance, lender approval or prepayment obligations with respect to conduct its business, to own its propertiesany existing financing which will delay the originally-scheduled ▇▇▇, and Seller has no actual knowledge of any unrecorded agreements which affect title to execute, deliver, and perform its obligations under this agreement.the Property except for those documents described in Exhibit J attached hereto; (b) The executionto Seller’s actual knowledge, deliverySeller has received no written notice of any violation with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (c) to Seller’s actual knowledge, Seller has received no written notice of any intended public improvements which will result in any charges being assessed against the Property which will result in a lien upon the Property; (d) to Seller’s actual knowledge, Seller has received no written notice of any pending condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (e) to Seller’s actual knowledge, Seller has received no written notice of any suits or claims pending or threatened with respect to the Property; (f) Seller has not entered into any other agreement, written or oral, under which Seller is obligated to sell the Property, or any portion thereof, to a third party and performance Seller will not enter into nor execute any such agreement during the term of its obligations under this agreement by Agreement without Buyer’s prior written consent; (g) Seller have been duly authorized by all necessary corporate action, and do has not and will not: (i) require , without the prior written consent of Buyer, take any consent action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of the Property, or approval by any governing body portion thereof, or shareholders its potential use, and, to Seller’s actual knowledge, Seller has received no written notice of Sellerany pending proceedings, the object of which would be to change the present zoning or other than that which has been obtained and is in full force and effectland-use limitations; (iih) this transaction will not in any way violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument agreements to which Seller is a party, and Seller has not granted to Tenant any right of first refusal, right of first offer, or similar right or option to purchase the Property; (i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, specimens of which are attached hereto as Exhibits; (j) no default of Seller exists under the Lease and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any notice or correspondence from Tenant or any of such Tenant’s agents indicating Tenant’s desire, willingness or intent to terminate the Lease, nor has Seller had any material written exchanges with Tenant regarding any Tenant desire to modify the Lease; (k) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in an arms-length transaction; (l) to Seller’s actual knowledge, Seller has received no written notice of any default of Seller under any of the Contracts and, to Seller’s actual knowledge, no default of the other parties exists under any of the Contracts; (m) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (n) except for any items to be prorated at ▇▇▇ in accordance with this Agreement or that are the exclusive obligation of Tenant under the Lease, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to ▇▇▇ shall be paid in full by Seller; (o) intentionally deleted; (p) from the Effective Date hereof until ▇▇▇ or the earlier termination of this Agreement, Seller shall (i) operate and maintain the Property in a manner generally consistent with the manner in which Seller or its properties or assets may be bound or affectedhas operated and maintained the Property prior to the date hereof, the breach or default of which could reasonably be expected to have a and shall perform in all material adverse effect on the ability of Seller to perform respects, its obligations under this agreement; or the Lease, (ivii) result innot amend, modify or require waive any material rights under the creation Lease, and (iii) maintain the existing or imposition ofcomparable insurance coverage, any mortgageif any, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of for the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to Improvements which Seller is obligated to maintain under the Lease; (q) Except as set forth in that certain report prepared by Environmental Protection Industries, dated August 19, 2011 (the “Environmental Report”) to be provided to Buyer as a party part of Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and to Seller’s actual knowledge Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, or release upon, under or about the Property of any Hazardous Materials in violation of any applicable law or regulation. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any judgmentmaterial containing asbestos (including, orderwithout limitation, statutevinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation that is applicable including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to Seller.each of the foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents Seller, as well as each of Seller’s principals and directors, represents, warrants as followsand covenants, jointly and severally, to FGI that: (a) Seller (i) is a [non-profit corporation corporation, duly organized, incorporated and validly existing and in good standing under the laws of the State state of Delaware]. Seller incorporation or organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the requisite corporate power and authority to operate its business and to own its property and (iii) is qualified duly qualified, is validly existing and in good standing and has lawful power and authority to do engage in the business it conducts in each other jurisdiction state where the failure to so qualify would have a material adverse effect on such Seller. As of the business or financial condition date hereof, the organizational structure of Seller; Seller is as set forth in Schedule 4(a) attached hereto and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementno Affiliates other than those identified therein. (b) The execution, delivery, delivery and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do of this Agreement does not and will not: (i) require not constitute a violation of any consent material law applicable to Seller, or approval by any governing body or shareholders a violation of Seller’s articles of incorporation, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under other organizational documents and does not and will not constitute any agreement relating to the management or affairs material breach of Seller, or any indenture or loan or credit agreement, or any other agreementmaterial document, lease, agreement or instrument to which Seller is a party or by which Seller or is bound. (c) Seller has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and all other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its properties or assets terms, except as enforceability may be bound limited by applicable bankruptcy, insolvency, reorganization, moratorium or affectedsimilar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (d) Immediately prior to the sale thereof, Seller will be the breach sole owner and holder of each of the Accounts described thereon and its Related Rights. Upon FGI’s purchase of an Account and its Related Rights, FGI shall become the sole owner and holder of such Purchased Account and Related Rights. (e) At the time of sale to FGI hereunder, no Purchased Account or default Related Rights shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest or a lien in any of its Accounts or Related Rights to anyone other than FGI. There are and will be no Financing Statements on file in any public office covering any Collateral, any Purchased Accounts or their Related Rights except in favor of FGI or those statements now on file specifically listed on Schedule 4(e) attached hereto. Seller will not execute any security agreement, lien or authorize the filing of any Financing Statement in respect of any Collateral, any Purchased Accounts or their Related Rights in favor of any Person, except FGI, during the Term of this Agreement. (f) The amount of each Purchased Account will, immediately prior to its sale to FGI pursuant hereto, be due and owing to Seller and represent a bona fide sale, delivery and acceptance of Goods or performance of services by Seller to or for an Account Debtor. The information regarding an Account on each Schedule of Accounts will be accurate. The terms for payment of each Purchased Account will be no greater than ninety (90) days from date of invoice and the payment of such Purchased Account will not be contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor which is the obligor in respect of an Account that is listed on a Schedule of Accounts will, to the best of Seller’s knowledge, be solvent at the t▇▇▇ ▇▇▇▇▇▇ provides such Schedule to FGI. (g) There are and shall be no set-offs, compensation, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI or FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Purchased Account which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor unless Seller provides written notice to FGI within two (2) business days after accepting such return or granting such allowance; provided, however, that in no event shall such return or allowance exceed 5% of the face value of an invoice greater than $2,500, and so long as the aggregate amount of returns accepted and allowances granted during the applicable week doesn’t exceed 10% of the aggregate amount of Accounts invoiced during that week, without FGI’s prior written consent. On the second business day of each calendar week, Seller shall provide to FGI, for each Account Debtor who is indebted on a Purchased Account, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Account and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or, in FGI’s sole and exclusive discretion, FGI may accept the issuance of a credit memo and charge same to the Reserve Account. (h) Seller’s address, as set forth in any Application submitted to FGI, is and will be Seller’s mailing address, chief executive office, domicile, head office or registered office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are and will be maintained, and which shall not be changed without giving thirty (30) days prior written notice to FGI. Seller will not change its name without giving thirty (30) days prior written notice to FGI. (i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts and their Related Rights to FGI. Seller shall furnish FGI, upon request, such information and statements as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the thirtieth (30th) day of each month, unaudited financial statements with respect to the prior month and, within one hundred and twenty (120) days after the end of each of Seller’s fiscal years, annual consolidated financial statements for it and its Affiliates that are consolidated with it, and such certificates relating to the foregoing as FGI may request including, a monthly certificate from the president of Seller stating that no Event of Default exists or if any Event of Default exists stating in detail the nature of each Event of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied. (j) Seller has filed and will file all material tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to any sale of Goods or provision of services) (unless contested in good faith) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, provincial, foreign and local tax requirements. (k) There are, and at any time that Seller provides a Schedule of Accounts to FGI pursuant hereto there will be, no lawsuits against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency) except as disclosed in writing to FGI before the date hereof or the date of providing such Schedule, and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency), and (ii) any attachment or any other legal process levied against Seller. (l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein, are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could reasonably be expected to materially adversely affect the properties, business, financial condition or prospects of Seller, or any of the Accounts or other Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading. (m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes. (n) Seller does, and will do, business under no trade or assumed names other than specifically listed on Schedule 4(n) attached hereto. (o) Any invoice or written communication that Seller will send to FGI by facsimile transmission or email will be a duplicate of the original. (p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, that Seller remits or causes to be remitted to FGI shall be authentic and genuine. (q) Seller has obtained and will obtain all material licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property and for the conduct of its business. (r) After giving effect to the transactions contemplated under this Agreement, Seller is and will be solvent, is and will be able to pay its debts as they become due, and has and will have capital sufficient to carry on its business and all businesses in which it is or will be about to engage, and now owns and will own property having a value both at fair valuation and at fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder. (s) Seller shall continue in the business presently operated by it using its reasonable best efforts to maintain its customers and goodwill. (t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes a Default or Event of Default, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) any notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $75,000 (or the equivalent thereof in any currency). (u) Seller shall permit any of FGI’s officers or other representatives to visit and inspect upon prior reasonable notice (absent the existence of an Event of Default) during normal business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. All such expenses incurred shall be limited to $25,000 in the course of a year (unless an Event of Default then exists and is continuing in which case Seller shall reimburse FGI for reasonable out-of-pocket expenses for all visits). (v) Seller agrees that, promptly upon becoming aware of any development or other information outside the ordinary course of business, excluding matters of a general economic, financial or political nature, which would reasonably be expected to have a material adverse effect on the ability properties, business, financial condition or prospects of Seller Seller, it shall give to perform its obligations under this agreement; orFGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI within 48 hours. (ivw) result in, Seller will promptly notify FGI in writing in the event that Seller becomes a party to or require the creation or imposition of, obtains any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the assets or properties events that gave rise to the claim. As of the date hereof, Seller now owned or hereafter acquired, has no right to any Commercial Tort Claims. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest and lien in such Commercial Tort Claim to secure the creation or imposition of which could reasonably be expected Obligations. Seller authorizes FGI to have a material adverse effect on the ability of Seller file (without Seller’s signature) Financing Statements as FGI deems necessary to perform perfect its obligations under this agreementsecurity interest to third parties in any Commercial Tort Claim. (cx) This agreement Seller shall provide FGI with written notice of any letters of credit for which Seller is a valid the beneficiary. Seller shall execute and binding obligation of Sellerdeliver (or cause to be executed or delivered) to FGI all documents and agreements as FGI may require in order to obtain and perfect its security interest and its liens in the related Letter-of-Credit Rights. (dy) The execution Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquires (i) voting securities of Seller constituting greater than 50% of the issued and performance outstanding voting securities of this agreement will Seller and/or entitling such Person or group to elect a majority of Seller’s board of directors (whether by merger, amalgamation, consolidation, recapitalization, division, conversion or otherwise) without the consent of FGI and which consent shall not conflict with be unreasonably withheld or constitute delayed or (ii) all or substantially all of Seller’s assets determined on a breach consolidated basis, or default under (B) Seller is wound up, dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof; (z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any contract manner, whether as guarantor, surety, accommodation maker, or agreement otherwise, for the existing or future indebtedness of any kind of any Person without the consent of FGI and which consent shall not be unreasonably withheld or delayed. (aa) Seller shall not, and shall not permit any other Credit Party, without FGI’s prior written consent: (i) declare or pay or make any forms of distribution or dividend to which holders of Seller’s capital stock, membership interest or other equity interest or to any Limited Credit Parties; (ii) declare or pay any bonus compensation to its officers if a Default or Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness. (bb) Seller is a party shall not, and shall not permit any other Credit Party, without FGI’s prior written consent, make or any judgmenthave outstanding loans, orderadvances, statuteextensions of credit or capital contributions to, or regulation that investments in, any Person other than any Affiliates (but excluding a Limited Credit Party) with which it is applicable consolidated for accounting purposes and other than those in existence as of the date hereof. (cc) Seller shall not, and shall not permit any other Credit Party without FGI’s prior written consent, to Sellersell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other similar transactions with, any of the Limited Credit Party or their affiliates. (dd) Seller shall not use FGI’s name in connection with any of its business operations other than in connection with references to this Agreement. Nothing herei

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) The following constitute representations, warranties and covenants of Seller is a [non-profit corporation duly organized, validly existing and in good standing under to Buyer to the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition best of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not’s knowledge: (i) require any consent Seller consists of a Washington limited liability company, and the ▇▇▇▇▇▇ has the legal power, right and authority to enter into this Agreement and all documents required hereby to be executed by Seller and to consummate the transactions contemplated hereby. All requisite action (corporate, partnership or approval otherwise) has been taken by any governing body or shareholders of Seller in connection with the entering into this Agreement, the documents required hereby to be executed by Seller, other than and the consummation of the transactions contemplated hereby, and the documents executed by Seller that are to be delivered to Buyer at Close of Escrow will be in compliance with all provisions of all agreements and judicial orders to which has been obtained and Seller is in full force and effect;a party or to which Seller or all or any portion of the Property is subject. (ii) violate any Applicable LawThe individuals executing this Agreement and the documents required hereby to be executed by ▇▇▇▇▇▇ on behalf of ▇▇▇▇▇▇ (and the partners of Seller) have the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms. (iii) To the best of Seller’s actual knowledge, there are no pending, threatened or contemplated actions, suits, arbitrations, claims or proceedings, at law or in equity, public administrative or regulatory, planning, or violate any provision in any corporate documents building code actions or proceedings, that might materially or detrimentally affect the Property, or the use or operation of Sellerthe Property as it is now being used, the violation of which could have a material adverse effect on or the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylawsAgreement, or under the value of the Property, nor has Seller received any agreement relating written notice of and Seller has no actual knowledge of any material violations or investigations of violations of any applicable laws or ordinances affecting the Property that have not been corrected or resolved to the management satisfaction of the agency or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; orcomplaining party. (iv) result inSeller is the legal fee simple titleholder of the Property and has good and marketable title to the Property, or require the creation or imposition offree and clear of all liens, any mortgageencumbrances, deed claims, covenants, conditions, restrictions, easements, rights of trust, pledge, lien, security interestway, or other charge matters, except as disclosed by the Title Documents or encumbrance otherwise disclosed in writing to Buyer. (v) Seller has not entered into any contracts for the sale, exchange or other disposition of the Property or any portion thereof, nor do there exist any rights of first refusal, options or other rights of any nature other party to purchase all or any portion of the Property. Notwithstanding the prior sentence, Seller may enter into other purchase and sale agreements with third parties which shall constitute back up offers to this Agreement, and which are contingent upon and can only close if this Agreement has been terminated as set forth in this Agreement. (vi) There are no leases and, to Seller’s knowledge, subleases, occupancies or tenancies in effect pertaining to the Property, and to Seller’s actual knowledge, there are no written or oral agreements, promises, understandings or other than as may be contemplated by this agreement) upon commitments between Seller and any tenant or other person affecting the Property or with respect to any the occupancy or use of the assets Property. (vii) Seller will not, without the prior written consent of Buyer, convey all or properties any portion of the Property, and Seller will not, without the prior written consent of Buyer, subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters. (viii) To the best of Seller’s knowledge, ▇▇▇▇▇▇ has not received written notice of any special assessment or condemnation proceedings affecting the Real Property. (ix) Seller is not a foreign person as defined in Section 1445 of the Internal Revenue Code. (b) Restatement. Seller’s representations and warranties made in this Paragraph 13, elsewhere in this Agreement, and in any Exhibit or in any document or instrument delivered pursuant hereto and prepared by or at the direction of Seller, shall be continuing and shall be true and correct in all material respects as of the Close of Escrow with the same force and effect as if remade by Seller at that time subject to the limitation set forth herein. The truth and accuracy of Seller’s representations and warranties made herein in all such material respects, and the performance of all covenants of Seller now owned or hereafter acquiredcontained in this Agreement, shall also constitute conditions for the creation or imposition benefit of which could reasonably be expected Buyer to have a material adverse effect on the ability closing of Seller to perform its obligations under this agreementthe transaction but shall not survive the Close of Escrow. (c) This agreement “AS IS.” Except for the representations and warranties expressly provided in Paragraph 13(a) above and/or elsewhere in this Agreement, ▇▇▇▇▇ agrees that if it approves the items reserved for its approval hereunder and completes the purchase of the Property (i) that it is a valid purchasing the Property on an “AS IS, WHERE IS, WITH ALL FAULTS” basis and binding obligation based on its own investigation of the Property; (ii) that neither Seller nor Seller. ’s employees, agents, brokers, representatives, managers, property managers, asset managers, officers, principals, attorneys or contractors (dcollectively, “Seller’s Representatives”) The execution and performance have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, without limitation, any implied warranty of this agreement will not conflict merchantability or fitness for any use or purpose or of reasonable workmanship, concerning the Property and/or the Property or any of the products located thereon or therein except as more fully provided in Paragraph 13(a); (iii) that neither Seller nor Seller’s Representatives have made any warranty, representation, or guarantee, expressed, implied or statutory, written or oral, pertaining to the Property’s compliance with any laws, ordinances, rules or constitute a breach regulations, federal, state or default under local except as more fully provided in Paragraph 13(a); (iv) that neither Seller nor Seller’s Representatives have made any contract warranty, representation or agreement guarantee, expressed, implied or statutory, written or oral, as to any government limitation or restriction, or absence thereof, pertaining to the Property, or as to the presence or absence of any kind to which Seller is a party latent defect, subsurface soil condition, environmental condition, hazardous substance, toxic waste or any judgmentother matter pertaining to the physical condition (title, ordermapping, statuteconstruction, or regulation that is applicable to Seller.otherwise) of the Property except as provided in Paragraph 13(a); and

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of to Seller’s knowledge, there are no unrecorded leases (other than that the Leases), or unrecorded liens or encumbrances, which has been obtained and is in full force and effectany case, may affect title to any Property; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting any Property or the Tenant; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, or instrument to under which Seller is or could become obligated to sell any Property, or any portion thereof, to a party third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or by which Seller other land-use limitations, upon any Property, or any portion thereof, or its properties or assets may be bound or affectedpotential use, and, to Seller’s knowledge, there are no pending proceedings, the breach or default object of which could reasonably would be expected to have a material adverse effect on change the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, present zoning or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.land-use limitations;

Seller’s Representations, Warranties and Covenants. 6.1 Seller hereby represents and warrants for the sole and exclusive benefit of Purchaser the following as followsof the date hereof, and which representations and warranties shall be true and correct in all material respects on the Closing Date: (a) To Seller's actual knowledge, the Seller owns all right, title and interest to the Property, in fee simple, free and clear of all liens and encumbrances, except as is expressly shown and disclosed to Purchaser by the diligence items in Seller's possession or control and delivered to Purchaser and those exceptions that would be listed on a current title commitment for the Property. (b) To Seller's actual knowledge, (i) all licenses, permits and approvals required for operation and use of the Property (to the extent required by applicable law) have been issued and are in good standing, and (ii) Seller has not received any written notice that the Property (and all present uses and operations thereof) violates any deed or other title covenants or restrictions recorded in the land records or otherwise applicable to the Property. (c) To the actual knowledge of Seller, there are not pending any special assessments or condemnation actions with respect to the Property or any part thereof. (d) All improvements and construction work or any other services, being performed by Seller (excluding repairs and routine maintenance conducted in the ordinary course of business) the nonpayment of which could result in the imposition of mechanics' or other liens, provided with respect to the Property have been completed and paid in full. (e) There are no outstanding commissions and/or fees currently due or payable to brokers or agents on account of any Leases (hereinafter defined) covering any portion of the Property, and no commissions and/or fees, including that which may be payable upon the exercise of options or other rights by tenants after the Effective Date, will be payable or potentially payable to brokers or agents after Closing hereunder with respect to such Leases. (f) All construction work, tenant improvement work and other work required by the terms of the Leases has been completed and paid for in full. (g) Seller has not received any written notice of any violation by Seller of any law, zoning ordinances or regulations affecting the Property. (h) Seller has not contracted for any services or employment which will bind Purchaser as a successor in interest with respect to the Property after the Closing Date. (i) Attached hereto as Exhibit C-1 is a list of all leases for all tenants of the Property (individually, a "Tenant" and collectively, "Tenants") which leases, amendments and letter agreements are all of the agreements that comprise the leases (the "Leases"). Attached as Exhibit C-2 is a rental report (the "Rent Roll") for the Property. The Leases and Rent Roll contain a true and correct list of all of the Leases presently in force and affecting the Property and accurately sets forth the information contained therein in all material respects; that there are no leases or occupancy agreements entered into by Seller currently in effect which affect the Property other than those listed on Exhibits C-1 and C-2 (together with any additional leases approved by Purchaser); and that no amendment, modification, or supplement of any kind of said Leases exists other than as specified thereon. No Tenant has asserted any claim of which Seller has written notice which would in any way affect the collection of rent from any Tenant and no written notice of default or breach on the part of the landlord under any of the Leases has been received by Seller or its agents from any Tenant at the Property. (j) That except as disclosed in the environmental site assessments identified in Exhibit D attached hereto and made a part hereof (collectively, the "Site Assessments"), copies of which have been provided to Purchaser, and except for de minimis quantities of materials permitted by law or regulations, and to Seller's actual knowledge, the Property has not been used for the purpose of disposal of, refining, generating, manufacturing, producing, storing, handling, treating, transferring, releasing, processing or transporting any hazardous waste or hazardous substance, as such terms are defined in the Resource Conservation and Recovery Act of 1976, 42 USC 6901 et seq., as amended, the Compensation and Liability Act of 1980, 42 USC 9601 et seq., or the Superfund Amendments and Reauthorization Act, Public Law 99‑499 during Seller's ownership of the Property. (k) That Seller has no employees at the Property and is not a party to any collective bargaining agreement. (l) That Seller has granted to no person or other entity any right or option to acquire, lease, use or occupy all or any portion of the Property other than as provided for in the Leases and/or the Title Commitment. (m) That to Seller's actual knowledge, there is no action, suit or proceeding pending against Seller as owner of the Property, or affecting the Property, this Agreement or the transactions contemplated hereby. (n) That Seller is a [non-profit corporation limited partnership duly organized, formed and validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; Delaware and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, enter into this Agreement and perform its obligations under this agreementhereunder. (bo) The executionThat Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code (the "Code"). (p) That this Agreement constitutes the legal, deliveryvalid and binding obligation of Seller, enforceable against Seller in accordance with its terms, and the execution and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do Agreement does not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawnot conflict with, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute cause a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties any portion of the Property is bound. (q) To Seller’s actual knowledge, all material documents produced by Seller and provided by Seller to Purchaser (excluding third party reports), are the complete originals or, if not originals, are true, accurate, and complete copies. (r) The Seller is not a debtor in any bankruptcy or assets may other insolvency proceeding. (s) All amounts due and payable by Seller under any operating and reciprocal easement agreements or similar agreements affecting the Real Property have been paid and Seller has not received written notice of default under any such agreements which has not been cured. To Seller’s actual knowledge, there are no parties subject to such agreements which are in default under any of such agreements. Notwithstanding the foregoing, Seller shall not be bound or affected, deemed to have breached any of the breach or default foregoing representations and warranties to the extent that changes have occurred between the date hereof and Closing. Seller covenants to promptly inform Purchaser in writing of any such changes that come to "Seller's actual knowledge." If any of the foregoing representations and warranties shall change in any way which could reasonably be expected to would have a material adverse effect on the ability Property or the operation thereof, Purchaser shall have the right to terminate this Agreement within five (5) days of receipt of written notice of any such change. If Purchaser timely exercises its right to terminate this Agreement, then Purchaser shall be entitled to a return of the Deposit, and this Agreement shall terminate and the parties shall be relieved of all liability hereunder (except for any surviving obligations under this Agreement). If Purchaser fails to timely exercise its right to terminate this Agreement as provided above, this Agreement shall remain in full force and effect and such changes shall be deemed acceptable to Purchaser. As used herein, the term "Seller's actual knowledge" or words of similar import shall mean only the actual, not imputed, knowledge of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Senior Vice President, Acquisitions/Dispositions and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Asset Manager (collectively referred to as “Designated Representative"), who is the person with the most knowledge about the Property, without having performed any investigation or diligence of any kind. Purchaser hereby unconditionally and irrevocably waives any claim against the Designated Representative of Seller relating to or arising out of this Agreement, which waiver shall survive the Closing or earlier termination of this Agreement. 6.2 Purchaser hereby warrants and represents for the sole and exclusive benefit of Seller as follows: (a) Purchaser is a Delaware limited liability company, duly organized and validly existing under the laws of the State of Virginia and has all requisite power and authority to enter into this Agreement and perform its obligations under this agreement; orhereunder. (ivb) result inThat this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, and the execution and performance of this Agreement does not and will not conflict with, or require cause a default under any agreement to which Purchaser is a party or by which Purchaser or the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementProperty is bound. (c) This agreement Purchaser is familiar with the source of funds for the purchase price and represents that all such funds derived from legitimate business activities within the United States of America and/or from loans from a valid and binding obligation banking or financial institution chartered or organized within the United States of SellerAmerica. (d) The execution Purchaser is not subject to sanctions of the United States government or in violation of any federal, state, municipal or local laws, statues codes, ordinances, orders, decrees, rules or regulations ("Laws") relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order") and performance the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the "Patriot Act"). Purchaser is not a "Prohibited Person", which term is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Sellers are prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-money laundering law, including the Executive Order and the Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or (v) a person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list. (e) Purchaser is not nor will Purchaser (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in, any transaction relating to any property or interest in property blocked pursuant to the Executive Order, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act. (f) Purchaser shall deliver to Seller any certification or other evidence requested from time to time by Seller, in its reasonable discretion and in form reasonably acceptable to Purchaser, confirming Purchaser's compliance with the provisions of Subparagraphs (c), (d) and (e) of this agreement will Section 6.2. 6.3 The representations and warranties set forth in Sections 6.1 and 6.2 hereof shall survive Closing, except that the representations in Subsections 6.1(a) through (j) and (m), (q) and (s) inclusive shall only survive for a period of nine (9) months following the Closing. Any claim against Seller for violation or alleged violation of the representations and warranties in Section 6.1(a) through (j) and (m), (q) and (s) shall be asserted in writing within said nine (9) months following the Closing in a written notice to Seller giving reasonable details of the claims, and if not conflict so asserted within such time, Seller shall have no further liability with respect thereto. Notwithstanding anything to the contrary contained herein, prior to the Closing, if Purchaser has actual or constitute a breach deemed knowledge that any representation or default warranty of Seller set forth in this Agreement is not true, and nevertheless Purchaser proceeds to close the transaction, then Purchaser shall be deemed to have irrevocably and unconditionally waived its right to assert any claim against Seller after the Closing with respect to any misrepresentation of which it had knowledge prior to Closing. The provisions of the proceeding sentence shall survive the Closing. 6.4 Notwithstanding anything to the contrary contained in this Agreement, (a) the maximum liability of Seller following the Closing under this Article 6, shall not exceed the aggregate sum of $500,000.00 and (b) Purchaser shall not assert any contract claim(s) against Seller following the Closing unless the aggregate amount of all claim(s) exceeds $15,000.00. The provisions of this Section 6.4 shall survive the Closing. The provisions of this Section 6.4 shall not apply to any Deed executed and delivered by Seller at the Closing. 6.5 Seller shall pay or agreement credit Purchaser at Closing all amounts due, which are attributable to the period prior to Closing, under the Existing Contracts (as hereinafter defined). At Closing, Purchaser may assume the Existing Contracts. As used in this Agreement, the term "Existing Contracts" shall mean the existing contracts relating to the Property and any contracts relating to services upon the Property, including without limitation, grounds services and the like, that Seller enters into after the Effective Date, subject to the terms and conditions of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerthis Agreement.

Seller’s Representations, Warranties and Covenants. (a) Any reference in this Paragraph 18 or elsewhere in this Agreement to Seller’s knowledge or to the best of Seller’s knowledge shall only mean such actual (and not constructive or imputed) knowledge of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, who shall not have any duty to make any inquiry of any kind with respect to such matters. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit corporation duly organized, validly existing that the parties listed above are the parties with the most knowledge regarding the representations and warranties in good standing under the laws of the State of Delaware]this Paragraph 18. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition Any knowledge of Seller; ’s agents, servants or employees (other than knowledge of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇) shall not be construed or imputed to Seller has all requisite power and authority to conduct or its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementconstituent entities or their owners. (b) The executionSubject to the limitations set forth in subparagraph (a) above, deliverySeller hereby makes the following representations, warranties and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will notcovenants: (i) require Seller has not received written notice from any consent governmental authority that the present use and occupancy of the Property do not conform with applicable building and zoning laws. (ii) To Seller’s knowledge, except as may be set forth on the tax bills and the Title Commitment, there are presently no pending, and Seller has received no written notice of, special assessments of any nature with respect to the Property or approval by any governing body part thereof, nor has Seller received any written notice of any special assessments being contemplated. (iii) The Rent Roll attached hereto as Exhibit O is true and accurate in all material respects as of the date and time thereof and will be updated and certified as of the Closing Date and, except as set forth in the Leases, no tenant is entitled to any concession, allowance, rebate or shareholders refund. (iv) Seller has furnished Purchaser with a complete and accurate report of Selleraged rent delinquencies as of the date and time of such report. (v) There are no leases, tenancies, licenses, or other rights of occupancy or use for any portion of the Property other than that which has been obtained the Service Contracts, and is except as set forth in the Rent Roll as of the date and time of such reports. (vi) The Leases are valid and in full force and effect;, and, except as set forth on the Rent Roll or list of aged rent delinquencies, as of the date and time of such Rent Roll and rent delinquency report, each Tenant is in actual possession of the leased unit or space and is not in default of its obligation to pay rent or other obligations. (iivii) violate The Leases made available for review by Purchaser are true and correct copies of the actual Leases in Seller’s possession or control and are the complete written documentation of the agreement between the Seller and each of the Tenants. (viii) Except for those claims identified on Exhibit V hereto (if any), no tenant has asserted a claim of which Seller has written notice that could adversely affect the right of landlord to collect rent from the tenant, and no notice of default or breach on the part of landlord under any Applicable Lawof the Leases has been received by Seller; provided, however, that claims asserted by any tenant after the Effective Date of this Agreement shall be disclosed to Purchaser, within 2 business days after Seller’s knowledge thereof, pursuant to Paragraph 18 (c)(xii) of this Agreement and shall not be deemed a default by Seller unless Seller fails to disclose the same. (ix) Except as set forth on the Rent Roll or violate any provision in prepaid rent report or delinquency report now or hereafter provided to Purchaser from time to time, no tenant under any corporate documents Lease has prepaid rent or other charges for more than the current month. The amount to be paid to or credited to Purchaser at Closing for security deposits will constitute the full amount of the security deposits for the return of which Purchaser or any subsequent owner of the Property could be held accountable or responsible after the Closing Date. (x) Seller has not received written notice of any pending litigation, and to Seller’s knowledge, there is no threatened litigation, affecting title to the Property, except as may be set forth on Exhibit P attached hereto, the violation liability for which shall be retained by Seller subsequent to Closing, and for which Seller agrees to indemnify and hold Purchaser harmless. The provisions and obligations of which could have a material adverse effect this subparagraph (x) shall survive the Closing. (xi) There is no pending and, to Seller’s knowledge, no threatened condemnation or similar proceeding affecting the Property. (xii) The existing casualty insurance for the Property is for full replacement value. (xiii) This Agreement has been duly authorized and executed on the ability behalf of Seller and constitutes a valid and binding agreement, enforceable in accordance with its terms. Seller has obtained (or will obtain prior to perform its obligations under this agreement;Closing) all consents, releases and permissions and given all required notifications, related to the transactions herein contemplated. (iiixiv) result in a breach or constitute a default under Seller does not have any employees on site at the Property. (xv) To Seller’s corporate charter or bylawsknowledge, or under any agreement relating the Financial Statements delivered to Purchaser by Seller are true and correct copies (in all material respects) of the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by Financial Statements which Seller or its properties or assets may be bound or affectedaffiliate relies upon for the purposes of operating the Property, reporting to its investors and filing Federal income tax statements. (xvi) Seller has all required licenses, permits, authorizations, consents, certificates, and approvals required for operation of the breach or default Property by Seller. (xvii) The Property is connected with and has water, sewage disposal, telephone, gas and electrical services. (xviii) To Seller’s knowledge, all of which could reasonably be expected to have a material adverse effect on the ability of books, records, information, data, and other items supplied by Seller to perform its obligations under this agreement; or (iv) result inPurchaser, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to excluding any of the assets foregoing that have been prepared by third parties, are true and correct in all material respects. (xix) There are no unpaid charges, debts, liabilities, claims or properties obligations arising from the ownership or operation of the Property that could give rise to any mechanic’s or other statutory lien against the Property for which Purchaser would be responsible, except as shown, if at all, on the Title Commitment (which shall be cured by Seller in accordance with this Agreement) or on Exhibit T hereto, in each case, the liability for which shall be retained by Seller subsequent to Closing, and for which Seller agrees to indemnify and hold Purchaser harmless. The provisions and obligations of this subparagraph (xix) shall survive the Closing. (xx) To Seller’s knowledge, the Property is not in violation of any applicable Environmental Law. Further, to Seller’s knowledge, Seller has not received written notice from any governmental authority that it is in violation of any applicable Environmental Law. (xxi) To Seller’s knowledge: (A) there is no active remediation in excess of $25,000 for the occurrence of mold, water damage, fungi, bacteria or other biological growth or biological growth factors at the Property; provided, however, notwithstanding any provision in this Agreement or any Closing Documents to the contrary, new remediation activities in excess of $25,000 for any single occurrence that commence after the Effective Date of this Agreement shall be disclosed to Purchaser pursuant to Paragraph 18(c)(xiii) of this Agreement and shall not be deemed a default by Seller unless Seller fails to disclose the same; and (B) there has been no prior remediation in excess of $25,000 for the occurrence of mold, fungi, bacteria or other biological growth or biological growth factors at the Property. (xxii) Attached hereto as Exhibit Q is a list of all current Service Contracts relating to the management, maintenance, leasing or operation of the Property and any Master Agreements that will be terminated at Closing to the extent pertaining to the Property. (xxiii) Seller has obtained and properly recorded of record a Release of Construction Covenants and Quitclaim (Certificate of Completion) executed by the CRA pertaining to the Property, in accordance with the OPA (defined below) and the OPA Documents (defined below) (the “Release of Construction Covenants”). (xxiv) Seller has received the final certificate of occupancy (the “Final Certificate of Occupancy”) for the Property from the City of Los Angeles. (xxv) To Seller’s knowledge, Seller has complied in all material respects with all requirements of the following to the extent they apply to the Property: (A) the Owner Participation Agreement dated as of December, 2001 (as supplemented and amended, the “OPA”), between the CRA and SL NO HO, LLC (“Original Developer”) and (B) all documents arising out of or related to the OPA, including (without limitation) the First Implementation Agreement to Owner Participation Agreement and the Second Implementation to Owner Participation Agreement (collectively, the “OPA Documents”). (xxvi) To Seller’s knowledge, there is no outstanding default or breach of the OPA or OPA Documents by Seller or the CRA and there are no facts or circumstances that, with the passage of time or giving of notice or both, will result in a default or breach of the OPA or OPA Documents by Seller or the CRA. (xxvii) To Seller’s knowledge, Seller has complied in all material respects with all requirements of the following to the extent they apply to the Property: (A) the Redevelopment Plan for the North Hollywood Redevelopment Project, dated August 15, 1979 and approved on February 21, 1979 (as supplemented and amended, the “Redevelopment Plan”); and (B) all documents arising out of or relating to the Redevelopment Plan (the “Plan Documents”). (xxviii) To Seller’s knowledge (a) there is no outstanding default or breach of the Redevelopment Plan or the Plan Documents by Seller or the CRA applicable to the Property, and (b) there are no facts or circumstances that, with the passage of time or giving of notice or both, will result in a default or breach of the Redevelopment Plan or Plan Documents by Seller or the CRA applicable to the Property. (xxix) To Seller’s knowledge, Seller has provided Purchaser with true and correct copies of all material documents in Seller’s possession or control relating to the rights and obligations of Seller now owned under the OPA or any other matters materially affecting the Property under the OPA, the Redevelopment Plan or the affordable housing regulations that govern the Property. (xxx) To Seller’s knowledge, Seller has complied in all material respects with all requirements of those documents of record reflected by the Title Commitment or hereafter acquiredreflected by any update to the Title Commitment (collectively, the creation “Title Documents”), except that Seller has not caused the filtration units and filter inserts at the Property to be inspected and maintained in accordance with the BMP Maintenance Covenant as set forth more fully in Paragraph 3 of this Agreement, and except as set forth on Exhibit P hereto. (xxxi) To Seller’s knowledge, there is no outstanding default or imposition breach of which could reasonably be expected the Title Documents by Seller and there are no facts or circumstances that, with the passage of time or giving of notice or both, will result in a default or breach of the Title Documents by Seller, except as set forth on Exhibit P hereto. (xxxii) To Seller’s knowledge, (A) the schedule attached to have this Agreement as Exhibit W and incorporated herein by reference discloses all of the payments previously received by Seller in connection with the OPA and the Redevelopment Plan (the “Past Plan Payments”); and (B) the schedule attached to this Agreement as Exhibit W-1 and incorporated herein by reference discloses Housing Subsidy Payments due the owner of the Property calculated by the CRA in accordance with the calculations set forth in Section II of Attachment 8 to the OPA, as amended by the Section 6 of the Second Implementation Agreement dated as of December 12, 2003, and (C) the owner of the Property is eligible to receive repayment of a material adverse effect portion of the HUD Loan attributable to the Property during such owner’s period of ownership as determined in accordance with and subject to the OPA, including Section I.A. of Attachment 8 to the OPA, as amended by Section 22 of the Second Implementation Agreement dated as of December 12, 2003. (xxxiii) To Seller’s knowledge, the reports listed on Exhibit R attached hereto are the ability only environmental, soil and pre-development geotechnical reports in Seller’s possession or control pertaining to the Property; provided, however, Seller makes no representation or warranty that such reports are accurate or complete. (xxxiv) To Seller’s knowledge, the reports listed on Exhibit R-1 attached hereto are the only third party property condition assessment reports in Seller’s possession or control for the Property compiled subsequent to the issuance of the certificate of occupancy; provided, however, Seller to perform its obligations under this agreementmakes no representation or warranty that such reports are accurate or complete. (c) This agreement is a valid Seller hereby covenants that prior to the Closing: (i) At all times from the Effective Date to the Closing Date, Seller shall maintain in force all existing fire and binding obligation of Sellerextended coverage insurance policies and comprehensive general liability insurance policies covering the Property. (ii) Seller shall operate, lease and manage the Property (or to cause its property manager to do so) in at least the same manner that Seller (or its property manager, as the case may be) has heretofore operated, leased and managed the Property (wear and tear, and casualty excepted). Seller shall not enter into Leases with a term longer than eighteen (18) months, and at no time will there be more than an aggregate total of fifteen (15) Leases with original terms shorter than six (6) months. Seller shall not modify, terminate, assign or amend existing Leases or provide new incentives to new or existing tenants that are inconsistent in any material respect with the rent and concession guidelines attached hereto as Exhibit X without Purchaser’s prior written consent, which may be withheld in its commercially reasonable discretion. (iii) Seller will not, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, permit any material structural modifications or additions to the Property. (iv) Seller will not remove any Personal Property, unless it is replaced by similar personal property of at least equal value. (v) Seller will not enter into any new Service Contracts that are not terminable upon thirty (30) days prior notice, and without premium or penalty, or enter into any contracts related to the Property whereby Seller or an affiliate receives any prepaid or up-front fees. (vi) Seller shall deliver updates of the following reports to Purchaser on a weekly basis (except for the reports in (d) The execution and performance (e) which shall be provided on a monthly basis): a) Rent Roll; b) aged rent delinquency report; c) weekly leasing activity report; d) current month and year-to-date operating statements; and e) trailing 12-month operating statements in column format. (vii) Seller shall deliver to Purchaser, within a reasonable time after receipt thereof, copies of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to written notices which Seller is has received with reference to any pending or threatened litigation affecting the Property. (viii) Each apartment unit will contain a party working range/oven, refrigerator, dishwasher, garbage disposal, and microwave; provided, however that if any unit does not contain such working items, Seller will provide a credit to Purchaser at the Closing for the amount of the replacement of such nonworking or any judgmentmissing item with a new item of similar quality and utility or, orderif commercially reasonable to repair such item, statute, or regulation the amount of such repair. (ix) Each vacant apartment unit in the Property that is vacant five (5) days or more prior to the Closing Date must be in a “made ready” rentable condition on the Closing Date. To the extent any applicable unit is not in “made ready” rentable condition on the Closing Date, Purchaser will receive a credit against the Purchase Price at Closing in the amount of $750.00 to Sellerput the unit in a “made ready” rentable condition; provided, however, Seller shall only be entitled to provide Purchaser with such a credit with respect to five (5) applicable units, and Seller must place all additional units in “made ready” rentable condition as of the Closing Date. (x) At Closing, Seller shall (a) terminate the employer/employee relationship of all employees providing services to the Prope

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require this transaction will not in any consent or approval by way violate any governing body or shareholders of Seller, other than that agreements to which has been obtained and Seller is in full force and effecta party; (ii) violate any Applicable LawSeller has full power and authority to execute, or violate any provision in any corporate documents of Sellerdeliver and perform under this Agreement as well as under the Transfer Documents, the violation agreed upon forms of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementare attached hereto as Exhibits; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylawsthe execution, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution delivery and performance of this agreement Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not conflict with or constitute a breach or default under any contract other agreement, law or agreement of any kind to court order under which Seller is a party or may be bound; (iv) no consent of any judgmentthird party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (v) any existing financing obtained by Seller and secured by the Property or any part thereof shall be satisfied and discharged in full at or prior to ▇▇▇ and any liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; (vi) there are no suits or claims pending with respect to or in any manner affecting the Property or the Tenant; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, orderthe object of which would be to change the present zoning of or other land-use limitations, statuteupon the Property, or regulation that any portion thereof, or its potential use; (viii) no default of Seller exists under the Lease; Seller has sent no written notice of default to Tenant and no default of Tenant exists under the Lease; (ix) to the extent Seller is applicable the original Landlord under the Lease, the Lease was negotiated in an arms-length transaction; and (x) no default of Seller exists under any of the Contracts. (b) Seller hereby represents and warrants to Buyer as of the Effective Date and again as of ▇▇▇, to Seller.’s actual knowledge, that: (i) there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the originally-scheduled ▇▇▇; (ii) no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (iii) there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property except as may be disclosed in the Report; (iv) there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (v) there are no suits or claims threatened with respect to or in any manner affecting the Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party; (vii) there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) Seller has not received any notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s intent to amend, modify or terminate the Lease; (ix) no default of any party to any of the Contracts (other than Seller) exists under any of the Contracts; (x) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing;

Seller’s Representations, Warranties and Covenants. 8.1 Seller's Representation and Warranties. Seller hereby represents and warrants as followsto Purchaser the following: (a) Seller is a [nonhas or will have at Closing good, indefeasible, and fee simple title to the Property, free and clear of all mortgages, liens, encumbrances, leases, tenancies, security interest, covenants, conditions restrictions, rights-profit corporation duly organizedof-way, validly existing and in good standing under the laws easements, judgments or other matters affecting title other than those shown on Schedule B of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; Commitment and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementotherwise permitted herein. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have This Contract has been duly authorized and executed by all necessary corporate actionSeller and is a valid and binding obligation of, and do not is enforceable, in accordance with its terms, against Seller. The documents delivered to Purchaser at Closing will be duly authorized and executed by Seller and will not:be a valid and binding obligation of, and will be enforceable in accordance with their terms, against Seller. (ic) require There is no pending or threatened condemnation or similar proceeding affecting the Property or any consent portion thereof, or approval by pending public improvements, liens, or special assessments, in, about or outside the Property which will in any governing body manner affect the Property or shareholders access to the Property, nor any legal action of any kind or character whatsoever affecting the Property which will in any manner affect Purchaser upon the consummation hereof, nor is any such action presently contemplated. (d) To the best of Seller's knowledge, other than that which Seller has been obtained complied with all applicable laws, ordinances, regulations, statutes, rules and is restrictions pertaining to and affecting the Property. Performance of this Contract will not result in full force and effect; (ii) violate any Applicable Lawbreach of, or violate constitute any provision in any corporate documents of Sellerdefault under, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) or result in a breach imposition of, any lien or constitute a default under Seller’s corporate charter or bylaws, or encumbrance upon the Property under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may the Property might be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementbound. (ce) This agreement is a valid Seller will operate and binding obligation manage the Property in substantially the same manner it has been operated and managed and will maintain the physical condition of Sellerthe Property in the same or better condition as it presently exists to the date of Closing, reasonable wear and tear excepted. (df) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind rent roll delivered pursuant to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.Paragraph 6.2

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) 37.1.1 Seller is a [non-profit corporation duly organizedlimited liability company, validly organized and existing and in good standing under the laws of the State of Delaware], with a principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Suite B, Boise, ID 83706. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of the Seller; and the Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementAgreement. (b) 37.1.2 The execution, delivery, and performance of its obligations under this agreement Agreement by the Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) 37.1.2.1 require any consent or approval by any governing body or shareholders of the Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to the Buyer upon its request); (ii) 37.1.2.2 violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to the Seller or violate any provision in any corporate formation documents of the Seller, the violation of which could have a material adverse effect on the ability of the Seller to perform its obligations under this agreementAgreement; (iii) 37.1.2.3 result in a breach or constitute a default under the Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, the Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which the Seller is a party or by which the Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this agreementAgreement; or (iv) 37.1.2.4 result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementAgreement) upon or with respect to any of the assets or properties of the Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this agreementAgreement. (c) 37.1.3 This agreement Agreement is a valid and binding obligation of the Seller. (d) 37.1.4 The execution and performance of this agreement Agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which the Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerthe Seller or the Facility.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller represents, warrants and covenants to Purchaser that: (i) the Seller is a [non-profit corporation duly organized, validly existing and in good standing municipal corporation organized under the laws of the State of Delaware]. Seller is qualified to do business in each other North Carolina for the purposes of acting within its jurisdiction where of the failure to so qualify would have a material adverse effect on City of Greensboro for the business or financial condition purposes of Seller; carrying out urban renewal and community development all as set forth under the North Carolina General Statutes Chapter 160A, (b) the Seller has all requisite necessary power and authority to conduct its business, under North Carolina law to own its propertiesassets and properties and to carry on its activities as now conducted by it, (c) this Agreement has been duly entered into and is the legally binding obligation of the Seller, and (d) this Agreement will not violate any judgment, law, consent decree or agreement to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by which the Seller have been duly authorized by all necessary corporate action, and do not is a party or is subject to and will not: (i) require not violate any consent law or approval by any governing body or shareholders of Seller, other than that ordinance under which has been obtained and the Seller is in full force and effect;organized. (ii) The execution of this Agreement by Seller and the performance by Seller of Seller's obligations hereunder do not violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, contract or any other agreement, lease, or instrument to which Seller is a party or is bound. Seller has not entered into any agreements, commitments, or letters of intent with any party other than Purchaser relating to the sale of all or any portion of the Property which are still in effect. There are no rights of first refusal or similar agreements that exist in connection with the Property that would in any way interfere with Purchaser's ability to purchase and own the Property. (iii) All utilities, including but not limited to, water, gas, storm sewer, sanitary sewer, telephone and electricity, are generally located (or shall at no cost to Purchaser by which Seller or its properties or assets may the date of Closing be bound or affected, located) and available within the breach or default public rights-of-way adjacent to the parcel and will be sufficient capacity to handle the construction and operation of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; orProject. (iv) result inAll assessments that are liens against the Property are shown in the official records of the taxing authorities where the Property is located. Seller has no knowledge of any special assessments having been levied, threatened, or require pending against all or any part of the creation Property and Seller has no knowledge of any intended special assessments. No improvements have been constructed or imposition ofinstalled by any public authority, the cost of which may be assessed in whole or in part against any mortgagepart of the Property in the future. Seller has not been notified of any possible future improvements that might create an assessment against any part of the Property. (v) The Property is free of any right of possession or claim of right of possession by any party other than Seller, deed and there are no leases or occupancy agreements currently affecting any portion of trustthe Property. There are no exclusive use agreements that would affect or otherwise restrict in any way the use of the Property for the Project. There are no commitments, pledgeproffers, lien, security interestobligations, or other charge or encumbrance agreements of any nature kind which relate to or otherwise affect the Property which are not recorded among the land records where the Property is located. (vi) Seller has received no notice of and has no knowledge of any violations of law, municipal or county ordinances, or other than as may be contemplated by this agreement) upon legal requirements with respect to the Property or with respect to the use, occupancy or construction thereon. Seller shall be required to comply with any such notices, laws, or requirements noted or issued prior to the date of Closing. Neither the entering into of this Agreement nor the consummation of the assets transactions contemplated hereby will constitute or properties result in a violation or breach by Seller of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statutewrit, injunction or decree issued against or imposed upon it, or result in a violation of any applicable law, order, rule or regulation of any governmental authority. (vii) Seller has no knowledge of, nor has Seller received any notice of, any actual or threatened action, litigation, proceeding by any organization, person, governmental agency (including, without limitation, any condemnation proceedings, creditor claims or bankruptcy proceedings) against the Property or Seller, nor has any such organization, person, or governmental agency communicated to Seller anything that Seller believes to be a threat of any such action, litigation or proceeding. (viii) No third party consents or approvals are required to be obtained with respect to the construction or operation of the Project on the Property, except as referenced in any Exhibits and as required by City of Greensboro Ordinance. Any and all approvals, consents and/or licenses necessary to allow Purchaser to enter upon the Property to perform the tests, studies and examinations contemplated by Section 3 above, if any, have been obtained. (ix) The Seller warrants and represents that it has not itself caused the release, disposal or storage of any hazardous or toxic waste or substances, all as presently defined or listed within any local, state or federal laws or regulations, upon or on the Property. The Seller and the Purchaser acknowledge that the Property has heretofore been contaminated with such substances as evidenced by environmental reports received or maintained by the Seller and made available to the Purchaser and that the Property has been subjected to various reclamation activities, all to the extent required by and agreed to by DEQ and is applicable set forth within the Brownfields Agreement entered into between the Seller and DEQ and attached to Sellerthe Brownfields Notice. The Purchaser and the Seller acknowledge that all required environmental assessments have been completed prior to execution of this Agreement. The Purchaser acknowledges that the Brownfields Agreement will require that the Purchaser submit an environmental management plan to DEQ and receive DEQ's approval prior to any construction activities on the Property. "Hazardous Materials" or similar terms shall mean and include asbestos, asbestos-containing materials, petroleum and petroleum products, the group of organic compounds known as polychlorinated biphenyls, and any substances or materials that are regulated, controlled or prohibited under the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. § 690, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("▇▇▇▇"), or any similar State law or local ordinance or any other currently existing environmental law, the Federal Water Pollution ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇, the Clean Air Act, 42 U.S.C. § 7401, the Toxic Substances Control Act ("TCSA"), 15 U.S.C.§ 2601, or any similar State law or local ordinance, or any other Federal, State or local environmental statutes, regulations, ordinances or other environmental regulatory requirements.

Seller’s Representations, Warranties and Covenants. 8.1 Seller hereby represents and warrants to Buyer that as followsof the date of this Agreement and as of the Closing Date: (a) Seller is a [non-profit corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware]its formation. Seller is duly qualified and in good standing to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition State of Seller; and Illinois. (b) Seller has all requisite the full power and authority to conduct its business, to own its properties, and to execute, deliver, deliver and perform its obligations under this agreementAgreement. (bc) The executionTo Seller's Actual Knowledge, deliverythere is no pending condemnation or similar proceeding by any person or entity regarding the Property. (d) To Seller's Actual Knowledge, and performance there is no pending litigation or administrative proceedings which could adversely affect title to the Property or any part thereof or the ability of Seller to perform any of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not:hereunder. (ie) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and The Lease is in full force and effect; (ii) violate any Applicable Law, and has not been amended or violate any provision modified, except as may be otherwise disclosed to Buyer in any corporate documents writing. To the best of Seller's knowledge, the violation information and belief, Seller has performed and complied with all of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement;the Lease other than matters described in Section 8.4(e) and Seller has received no notice from FDXG under the Lease alleging or claiming a default of the Seller under the Lease; nor has Seller received notice from FDXG indicating such tenant is entitled to any offsets or defenses against the prompt, current payment of rent under the Lease. To the best of Seller's knowledge, information and belief, FDXG actually occupies the premises which are the subject of the Lease. No rent under the Lease has been collected in advance of the current month and there are no concessions, bonuses, free months' rental, rebates or other matter affecting a rental for the tenant under the Lease. Except for those matters to be satisfied at Closing, Seller is the owner of the entire lessor's interest in and to the Lease and the Lease or the rentals or other sums payable thereunder have not been assigned or otherwise encumbered. (iiif) To the Seller's Actual Knowledge, there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property. (g) To Seller's Actual Knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a breach lien upon the Property. (h) To Seller's Actual Knowledge, there is no impending or constitute a default under Seller’s corporate charter contemplated condemnation or bylaws, or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerProperty, or any indenture or loan or credit agreementportion thereof, or by any governmental authorities. (i) Other than this Agreement and contracts which have terminated, Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell the Property, or instrument any portion thereof, to a third party and Seller will not enter into nor execute any such agreement without Buyer's prior written consent. (j) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller's Actual Knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations. (k) This transaction will not in any way violate any other agreements to which Seller is a party party. (l) No leasing commissions will be due or by which Seller owing in connection with the Lease on or its properties on account of any tenancy or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse occupancy in effect on the ability Close of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementEscrow. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents Each of the Sellers hereby, jointly and warrants severally, make the following representations and warranties to the Purchaser as followsof the date of the Agreement: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its businesscarry on his business as presently conducted, to own its properties, enter into this Agreement and to execute, deliver, and perform its his obligations under hereunder. The consummation of the transactions contemplated by this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do Agreement will not and will not: (i) require any consent violate or approval by any governing body or shareholders of Seller, other than that which has been obtained and is be in full force and effect; (ii) violate any Applicable Law, or violate conflict with any provision in of any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller is bound, or its properties any judgment, decree, order, statute, rule or assets may be bound or affected, the breach or default of which could reasonably be expected regulation applicable to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; orSeller. (ivb) result inSeller warrants and represents to Purchaser that Seller is authorized to enter into this Agreement, or require all third-party consents required have been obtained, and that the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by person executing this agreement) upon or with respect Agreement on its behalf has the authority to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementdo so. (c) This agreement is a valid Agreement constitutes, and all documents and instruments required hereunder to be executed and delivered by Seller at each Closing will, when duly executed and delivered for value constitute, valid, legal and binding obligation obligations of Seller, enforceable against Seller, in accordance with their respective terms, subject to applicable bankruptcy and other similar laws of general application with respect to creditors as well as the general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) The execution Seller further warrants and performance represents to Purchaser that it is the owner of all the Assets covered by this Agreement, that there are no other parties with an interest in the Assets. (e) Subject to Permitted Encumbrances, there are no claims which would cause Seller to have less than Defensible Title to the Assets; the Assets are free and clear of all liens, except for Permitted Encumbrances; and Seller shall convey title to Purchaser with a general warranty. (f) Seller warrants and represents to Purchaser that it has not transferred, sold, assigned conveyed, encumbered, pledged or hypothecated any rights, title or interest in or to the Assets, nor is such transfer, sale, assignment, conveyance, encumbrance, pledging or hypothecation pending. (g) Seller further warrants and represents to Purchaser that the leases and assignments covered by this agreement will are valid, in effect, and have not conflict with lapsed or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerreverted.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as of the Effective Date as follows: (a) 15.1.1 Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware]Minnesota. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; , and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (b) 15.1.2 The execution, delivery, and performance of its obligations under this agreement PPA by Seller have been duly authorized by all necessary corporate company action, and do not and will not: (ia) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to MP upon its request); (iib) violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; (iiic) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; or (ivd) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA. (c) 15.1.3 This agreement PPA is a valid and binding obligation of Seller, subject to the contingencies identified in Section 1.3. (d) 15.1.4 The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. 15.1.5 To the best knowledge of Seller, and except for those Permits identified in all Permits required by any Governmental Authority to authorize Seller’s execution, delivery and performance of this PPA have been duly obtained and are in full force and effect. 15.1.6 Seller intends to comply with all applicable local, state, and federal laws, regulations, and ordinances, including, but not limited to, any applicable equal opportunity and affirmative action requirements and all applicable federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the Term of this PPA. 15.1.7 Seller shall disclose to MP, to the extent that, and as soon as it is known to Seller, any violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Site, alleged to exist by any Governmental Authority having jurisdiction over the Site, or the existence of any past or present enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination.

Seller’s Representations, Warranties and Covenants. Seller hereby To induce PURCHASER to enter into this Agreement, SELLER makes the following representations, warranties and covenants, all of which, to the best of its knowledge, in all material respects and except as otherwise provided in this Agreement (i) are now true, and (ii) shall be true on the Closing Date: 5.1 At all times prior to Closing, SELLER shall keep the Property free and clear of any construction, mechanic's or materialmen's liens for work or materials furnished to or contracted for, by or on behalf of SELLER prior to the Closing. 5.2 SELLER has no actual knowledge of pending or contemplated condemnation proceedings affecting the Property or any part thereof. 5.3 SELLER has no actual knowledge nor has SELLER received any notice of any litigation, claim, action or proceeding, actual or threatened, against SELLER or the Property by any organization, person, individual or governmental agency or other entity which would affect the use, occupancy or value of the Property or any part thereof or which would otherwise relate to the Property. 5.4 To the best of SELLER’S knowledge, SELLER has not received any written notice claiming that the Property or any method of operation of the Property is in violation ("Violation") of any applicable law, ordinance, code, rule, order, regulation or requirement of any governmental authority, the requirements of any local board of fire underwriters (or other body exercising similar functions) and SELLER further represents that the Property shall be delivered free of any Violation at Closing. 5.5 SELLER shall not (i) license, lease, convey, hypothecate, pledge or otherwise encumber the Property, (ii) file any application to change or modify, or take any governmental action to change or modify, the current zoning or land use of the Property unless requested by PURHCASER, (iii) enter into any contracts, licenses or leases relating to, or affecting, any of the Property, or (iv) impose a moratorium on building or development of any of the Property. 5.6 No individual, person, legal entity, trust, real estate investment trust, association or any other legal entity has or is entitled to occupancy, possession of, or to purchase or acquire, any portion of the Property. 5.7 No development rights with respect to any portion of the Property has been sold, transferred, assigned, leased, pledged, or otherwise encumbered in any manner whatsoever. 5.8 SELLER is not a party to any unrecorded leases, contracts, restrictions, easements, leases, option contracts, rights of first refusal, commitments, or any other contracts with respect to all or any portion of the Property nor shall SELLER enter into any of the foregoing from the Effective Date through after the termination of this Agreement in accordance with the terms of this Agreement, without the prior written consent of PURCHASER. To the extent there are any leases, agreements or service contracts affecting any of the Property as of the Closing (other than this Agreement and warrants the Development Agreement), then, such leases, contracts and service contracts will be terminated by SELLER on or prior to Closing at no cost to PURCHASER. 5.9 SELLER maintains the casualty and commercial liability insurance with respect to the Property which is described on Schedule 5.9 attached hereto and SELLER shall contain to maintain such insurance until the later to occur of (i) the Closing or (ii) the termination of this Agreement in accordance with the terms hereof. 5.10 Prior to the Closing, SELLER shall comply with all of the obligations of SELLER under the service agreements and all other agreements and contractual arrangements by which SELLER and/or the Property are bound. SELLER shall maintain all existing insurance coverage in full force and effect through Closing and shall pay all required premiums and other charges. 5.11 REAL PROPERTY SOLD AS IS, WHERE IS, RELEASE: Except as follows:otherwise provided herein, SELLER makes and shall make no warranty regarding the title to the Property except as to any warranties which will be contained in the Deed and in the other instruments to be delivered by SELLER at Closing in accordance with this Agreement (including the Affidavit described in Section 6.b. hereof), and SELLER makes and shall make no representation or warranty either expressed or implied (except as specifically set forth in this Agreement) regarding condition, operability, safety, fitness for intended purpose, use, governmental requirements, development potential, utility availability, legal access, economic feasibility or any other matters whatsoever with respect to the Property. Subject to SELLER’S representations and warranties set forth in this Agreement, PURCHASER specifically acknowledges and agrees that SELLER shall sell and PURCHASER shall purchase the Property on an “AS IS, WHERE IS, AND WITH ALL FAULTS” basis and that, except for the SELLER’S representations and warranties set forth in this Agreement, PURCHASER is not relying on any representations or warranties of any kind whatsoever, express or implied, from SELLER, its agents, officers, or employees, as to any matter concerning the Property including, without limitation, any matter relating to (i) the quality, nature, adequacy or physical condition of the Property; (ii) the quality, nature, adequacy or physical condition of soils, fill, geology, or any groundwater; (iii) the existence, quality, nature, adequacy or physical condition of utilities serving the Property; (iv) the development potential, income potential, or expenses of the Property; (v) the Property’s value, use, habitability, or merchantability; (vi) the fitness, suitability, or adequacy of the Property for any particular use or purpose; (vii) the zoning or other legal status of the Property; (viii) the compliance of the Property or its operation with any applicable codes, laws, rules, regulations, statutes, ordinances, covenants, judgments, orders, directives, decisions, guidelines, conditions, or restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation, environmental person or entity, environmental laws; (ix) the presence of Hazardous Materials, as defined herein, or any other hazardous or toxic matter on, under or about the Property or adjoining or neighboring property; (x) the freedom of the Property from latent or apparent defects; (xi) peaceable possession of the Property; (xii) environmental matters of any kind or nature whatsoever relating to the Property; (xiii) any development order or agreement, or (xiv) any other matter or matters of any nature or kind whatsoever relating to the Property. (a) Seller is a [non-profit corporation duly organizedAs used herein, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: term “Hazardous Materials” means (i) require any consent those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances” or approval by any governing body or shareholders “solid waste” in the Comprehensive Environmental Response, Compensation and Liability Act of Seller1980, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller42 U.S.C. §960 et seq., the violation Resource Conservation and Recovery Act of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws1976, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected42 U.S.C. § 6901 et seq., the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result inHazardous Materials Transportation Act, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.49 U.S.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit non‐profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer (as followsof the Agreement Date and as of the Closing Date) and covenants that: (a) Seller is a [non-profit corporation duly organized, organized and validly existing and pursuant to the laws of its jurisdiction of organization, in good standing under pursuant to such laws, and authorized and empowered (i) to execute and deliver this Agreement and all other agreements or instruments relating to this Agreement and (ii) to perform all of its obligations pursuant to this Agreement. This Agreement and all other documents or instruments executed by Seller in connection with this transaction contemplated in this Agreement (the “Transaction”) have been duly authorized, executed and delivered by Seller and constitutes the valid, legal and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws of the State of Delaware]. Seller is qualified general applicability relating to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, affecting creditors’ rights and to execute, deliver, and perform its obligations under this agreementgeneral equitable principles. (b) The None of the execution, delivery, and or performance of its obligations under this agreement Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawnor its consummation of the Transaction, will violate, contravene, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in cause a breach or constitute a default under acceleration pursuant to any of Seller’s corporate charter or bylawsorganizational documents, any statute, law, writ, order, rule, regulation, judgment, injunction, decree, or under any agreement relating to the management or affairs of determination affecting Seller, or any indenture or loan or credit contract, agreement, or any other indenture, mortgage, loan agreement, leasenote, or other instrument to which Seller is a party or by which Seller or its properties or assets may might be bound or affected, the breach or default of to which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably might be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementsubject. (c) This agreement Seller is a valid the original and binding obligation sole legal and beneficial owner of, and has good and marketable title to, the Claim and the other Transferred Rights, free and clear of Sellerall liens, claims, pledges, mortgages, charges, security interests, or encumbrances of any kind or nature whatsoever (collectively, the “Liens”), and upon the consummation of the Transaction, Buyer will own and have good legal and beneficial title to the Claim, free and clear of all Liens. (d) Seller has not previously sold, conveyed, transferred, assigned, pledged or participated the Claim or any of the other Transferred Rights. (e) The Proof of Claim has been duly and timely filed on or before the applicable bar date for filing claims established in the Bankruptcy Case and a true, correct and complete copy of the Proof of Claim has been delivered to Buyer prior to the execution and performance of this agreement Agreement. The Proof of Claim has not been revoked, withdrawn or otherwise retracted or modified. All statements in the Proof of Claim are true and correct. Other than the Proof of Claim, Seller has not caused to be filed any proofs of claim in the Bankruptcy Cases relating to or arising from the Claim and/or the other Transferred Rights. (f) The basis for the Claim is amounts due and owing by FTX Trading arising from and solely related to the Claim. (g) Seller was the sole user of the accounts with the Debtors, ▇▇▇▇▇▇’s use of the accounts complied with the FTX Terms of Service, and Seller has not engaged in any acts or conduct in violation thereof. (h) The Claim is valid, enforceable, non-contingent and liquidated against FTX Trading and is not subject to any counterclaim, defense or claim or right of set-off, reduction, recoupment, impairment, avoidance, preference, disallowance or subordination (any of the above, an “Impairment”), and Seller has not received any notice that the Claim is void or voidable or subject to any Impairment. (i) To the best of Seller’s knowledge, no objections have been made or, to the best of Seller’s knowledge, threatened in respect the Claim or the other Transferred Rights. (j) No payment or other distribution has been received by or on behalf of Seller in full or partial satisfaction of the Claim or the other Transferred Rights. A true, correct and complete list of all customer account withdrawals and deposits made by Seller in the 90 days prior to the commencement of the FTX Trading Bankruptcy Case has been provided by Seller to Buyer. (k) Seller does not, and did not on the date on which the Debtor filed its petition to commence the Bankruptcy Case, hold any funds or property of the Debtor or any affiliate of the Debtor. (l) Seller has no obligation or liability related to or in connection with the Claim or the Bankruptcy Cases, and has not effected and will not conflict with effect any netting, set-off recoupment or constitute a breach or default under any contract or agreement other recovery of any kind to which Seller is a party all or any judgmentportion of the Claim against any claim or obligations owed to any Debtor or any of their respective affiliates; (m) Seller has delivered to Buyer true, ordercorrect, statuteand complete copies of the Claim Documentation, and other than such Claim Documentation delivered to Buyer, there is no other documentation or information that adversely affects the Transferred Rights or Buyer’s rights under this Agreement. (n) No proceedings or other actions are (i) pending against Seller or (ii) threatened against Seller, in each case, before any relevant federal, state or other governmental department, agency, institution, authority, regulatory body, court or tribunal, foreign or domestic, and including arbitral bodies whether governmental, private or otherwise (each a “Governmental Authority”), that will materially or adversely affect (A) the Claim or any of the other Transferred Rights, (B) any action taken or to be taken by Seller pursuant to this Agreement, or regulation (C) the rights and benefits of Buyer created or purported to be created by this Agreement and ▇▇▇▇▇’s full enjoyment of such rights and benefits. (o) Seller has not engaged in any act, conduct or omission, and Seller does not have any relationship with the Debtors that will result in Buyer receiving proportionately less in payments or distributions with respect to, or less favorable treatment (including the timing of payments or distributions) for, the Claim and the other Transferred Rights than is applicable received by other holders of similarly situated claims against the Debtors generally. (p) Seller has not knowingly waived any of its rights and benefits related to the Claim or the other Transferred Rights. (q) Seller has received and provided to Buyer written confirmation that all “Know-Your-Customer” and “Anti-Money Laundering” customer identification and fraud prevention procedures on the FTX Customer Claims Portal have been satisfied with respect to Seller. (r) Seller is not insolvent, is not the subject of any voluntary or involuntary petition under the US Bankruptcy Code or any other bankruptcy, insolvency, receivership or similar law, and has not admitted its inability to, or failed to, pay its debts generally as they become due. (s) Seller is not and has never been an “insider” of any of the Debtors or any of their respective affiliates within the meaning of Section 101(31) of the Bankruptcy Code, an “affiliate” of any of the Debtors within the meaning of Section 101(2) of the Bankruptcy Code or Rule 144 of the Securities Act of 1933, and is not a member of any official or unofficial committee in the FTX Trading Bankruptcy Case. (t) No broker, finder, person, or other entity acting pursuant to Seller’s authority is entitled to any broker’s commission or other fee in connection with the Transaction for which ▇▇▇▇▇ could be responsible. (u) Seller (i) is not currently subject to any sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), nor is Seller identified on OFAC’s List of Specifically Designated Nationals and Blocked Persons, and (ii) will not directly or indirectly use the proceeds of the Transaction or lend, contribute or otherwise make available such amount to any joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. (v) No part of the Claim or the other Transferred Rights is being sold by or on behalf of one or more “employee benefit plans” (as such term is defined in the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to ERISA, a “plan” as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any entity, or other account of any entity, whose assets include (or are deemed for the purpose of ERISA or Section 4975 of the Code to include) the assets of any such “employee benefit plan” or “plan.”

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of Seller, there are no unrecorded leases (other than that the Lease), or, to Seller’s actual knowledge, unrecorded liens or encumbrances which has been obtained may affect title to the Property; any existing financing secured by the Property or any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of the Property by any provision in any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there is no impending condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (iv) To Seller’s knowledge, except as set forth on Exhibit I, no investigation, action or proceeding is currently pending against Seller or relating to the Tenant’s use or occupancy of the Property or the Property. To Seller's knowledge, except as set forth on Exhibit I no investigation, action or proceeding has been threatened against Seller or relating to the Tenant’s use or occupancy of the Property or the Property, which, (i) if determined adversely to Seller would materially and adversely affect the use or value of the Property, or (ii) questions the validity of this Agreement or any action taken or to be taken by Seller pursuant to this Agreement; (vi) Other than the ROFR as disclosed to Buyer, to Seller’s knowledge, Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party; (vii) Neither the execution, delivery or performance of this Agreement by Seller, nor compliance with the terms and provisions of this Agreement, will result in a any breach of the terms, conditions or provisions of, or conflict with or constitute a default under Seller’s corporate charter or bylawsunder, or under result in the creation of any agreement relating lien, charge or encumbrance on the Property pursuant to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition terms of, any indenture, deed to secure debt, mortgage, deed of trust, pledgenote, lienlease, security interest, evidence of indebtedness or any other charge agreement or encumbrance of any nature (other than as may be contemplated instrument by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgmentbound; (ix) Seller has full power and authority to execute, order, statute, or regulation that is applicable to Seller.deliver and perform under this Agreement as well as under the Transfer Documents;

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyers as follows:follows as of the Effective Date and as of the Commercial Operation Date:‌ (aA) Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State state of Delaware]. Seller is qualified to do business in the Commonwealth of Kentucky and each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to Buyers upon execution of this PPA); (ii) violate any Applicable Law, or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA. (cC) This agreement is a The obligations of Seller under this PPA are valid and binding obligation obligations of Seller, enforceable against the Seller by Buyers, subject to customary exceptions for public policy and bankruptcy. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. (E) To the best knowledge of Seller, and except for those permits, consents, approvals, licenses and authorizations identified in writing by Seller to Buyers, all Governmental Approvals necessary for Seller’s execution, delivery and performance of this PPA have been duly obtained and are in full force and effect. (F) Seller shall comply with all Applicable Laws in effect or that may be enacted during the Term. (G) As of the Commercial Operation Date, Seller shall have been certified as an “exempt wholesale generator” as such term is defined in the regulations of the Federal Energy Regulatory Commission. (H) Seller has not taken action causing either Buyer to be deemed to be the registered “Generator Owner” or “Generator Operator” with respect to the Facility as such terms are used in the NERC Reliability Standards. (I) Seller has not sold or committed to sell to any Person any Solar Energy Output, Renewable Energy Benefits or Capacity Rights to any Person. (J) Seller either (i) owns the real property comprising the Site or (ii) has obtained the necessary real property rights to construct and operate the Facility on the Site throughout the Term. (K) Seller will have as of the Commercial Operation Date, and shall thereafter maintain sufficient funds available to it to perform all obligations under this Agreement and to consummate the obligations contemplated pursuant hereto.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to and covenants with Purchaser as follows: (ai) Seller is a [non-profit corporation duly organizedSubject to Purchaser and/or Seller, validly existing and in good standing under as applicable, obtaining the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Approvals, Seller has all requisite full power and authority to conduct its business, execute and to own its propertiesdeliver this Agreement and all related documents, and to execute, deliver, carry out the transactions contemplated herein and perform its obligations under this agreementtherein. (bii) This Agreement is valid, binding and enforceable against Seller in accordance with its terms. The execution, delivery, execution of this Agreement and performance the consummation of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and the transactions contemplated herein in accordance with the terms hereof do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) not result in a breach or of the terms and conditions of nor constitute a default under Seller’s corporate charter or bylawsany law, or under any agreement relating to the management or affairs of Sellerregulation, or any indenture or loan or credit court order, mortgage, note, bond, indenture, agreement, license or any other agreement, lease, instrument or instrument obligation to which Seller is now a party or by which Seller or its properties or Seller's assets may be bound or affected. (iii) Seller has not previously and as of the Initial Closing Date and the Final Closing Date, respectively shall not have granted, assigned, hypothecated, pledged, or otherwise transferred its Economic Interest or its Remaining Interest in the breach Partnership or default any interest therein or entered into any agreement (other than this Agreement) to do so, and the Economic Interest and the Remaining Interest shall, at the time of the conveyance thereof to Purchaser, each be free and clear of all liens, charges and encumbrances. (iv) Seller has not in its capacity as a Partner of the Partnership performed any act or entered into any transaction (A) other than transactions known to Purchaser and in which could reasonably be expected Purchaser was involved, or (B) which is in violation of the terms of the Partnership Agreement, including, but not limited to, any transaction involving the granting of any lien or encumbrance on any of the assets of the Partnership or otherwise obligating the Partnership in any way and there are no obligations or liabilities relating to the Seller's interest in the Partnership which have not been disclosed in writing to the Purchaser. From and after the Initial Closing Date, except as otherwise specifically provided in this Agreement or with the prior written consent of the Purchaser, Seller shall not perform any act, execute, deliver or accept any certificate, instrument, document or agreement or enter into any transaction whatsoever in Seller's capacity as a material adverse effect on partner of the Partnership. (v) The right or ability of Seller to perform its obligations under this agreement; orconsummate the transaction contemplated herein has not been challenged by any governmental agency or any other person and Seller has no knowledge of the occurrence of any event which would provide a reasonable basis for any such litigation, investigation or other proceeding. (ivvi) result inNo representation or warranty by or on behalf of Seller contained in this Agreement and no statement contained in any certificate, or require the creation or imposition oflist, any mortgage, deed of trust, pledge, lien, security interestexhibit, or other charge instrument furnished or encumbrance to be furnished to Purchaser by Seller pursuant hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any nature (other than as may be contemplated by this agreement) upon material facts which are necessary in order to make the statements contained herein or with respect to any therein, in light of the assets or properties of Seller now owned or hereafter acquiredcircumstances under which they were made, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementnot misleading. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of Seller, there are no unrecorded leases (other than that the Lease), liens or encumbrances which has been obtained may affect title to the Property; any existing financing secured by the Property or any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which are reasonably anticipated to delay the ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of the Property by any provision in any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a breach or constitute a default under lien upon the Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting the Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell the Property, or instrument any portion thereof, to a third party (except for the ROFR set forth in the Lease); (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land‑use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land‑use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which (or, in the alternative, necessary consents and approvals will be obtained prior to ▇▇▇); (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the breach or Transfer Documents; (x) no default of which could reasonably be expected Seller exists under the Lease; Seller has sent no written notice of default to have a material adverse effect on Tenant and, to Seller’s knowledge, no default of Tenant exists under the ability Lease; Subsequent to the date of the First Amendment, Seller has not received any new and/or subsequent notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) The First Amendment provides for total annual base rent (the “Annual Net Rent”) for the first year of the extended Lease term commencing April 1, 2014 is $1,100,000.00 ($11.00 per square foot based on 100,000 square feet); Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements for any period subsequent to ▇▇▇, except for the Tenant Improvement Allowance provided for under the Lease Amendment; (xii) to Seller’s knowledge, the Lease was negotiated in an arms-length transaction; (xiii) all amounts due and payable by Seller under the Contracts and the REAs have been paid in full and no default of Seller now owned exists under any of the Contracts or hereafter acquiredany of the REAs and, to Seller’s knowledge after due inquiry, no default of any other party exists under any of the Contracts or any of the REAs; (xiv) Except as expressly stated elsewhere in this Agreement, no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as followsof the Effective Date hereof and covenants to Buyer at all times during the term of this Agreement, as follows and acknowledges that Buyer is relying upon such representations, warranties and covenants in connection with the purchase of Fuel Ethanol under this Agreement: (a) Seller is a [non-profit Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller California, is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on State of California and has the business or financial condition of Seller; and Seller has all requisite legal power and authority to conduct its business, to own its properties, to carry on its business as now being conducted and to executeenter into this Agreement and, deliver, carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its obligations part to be performed under and pursuant to this agreementAgreement. (b) The execution, delivery, delivery and performance by the Seller of its obligations under this agreement by Seller Agreement have been duly authorized by all necessary corporate action, and do not and will not: (i) not require any consent or approval by any governing body or shareholders of Seller, other than that those which has have already been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementobtained. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance delivery of this agreement Agreement, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement, do not and will not conflict with or constitute a breach of or a default under under, any contract of the terms, conditions or agreement provisions of any kind requirements of law, or any of Seller’s organizational documents. (d) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) There is no pending, or to the knowledge of the Seller, threatened action or proceeding affecting Seller before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement. (f) Seller has title to all Fuel Ethanol delivered hereunder, it has the right to sell the same to Buyer, and the Fuel Ethanol is free from any liens or encumbrances; EXCEPT AS PROVIDED IN SECTION 12.l(a), AND AS PROVIDED INARTICLE 6 WITH RESPECT TO THE QUALITY OF FUEL ETHANOL TO BE DELIVERED, THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (a) Seller covenants that it shall procure and maintain in force all licenses, consents and approvals required for its operation of the Plant and manufacture and sale to Buyer of the Fuel Ethanol under this Agreement and shall be solely responsible for and indemnify Buyer against any costs, liabilities or fines arising out of Seller’s failure to comply with any applicable requirements of such licenses, consents and approvals. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (b) Seller covenants that it will maintain accurate and complete production and delivery records in a prudent and businesslike manner in accordance with sound commercial practices in respect of Fuel Ethanol produced by Seller at the Plant. (c) Seller covenants that it will promptly notify Buyer of any actual or anticipated production downtime or disruption to Fuel Ethanol availability. (d) Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerU.S. entity for purposes of state and federal income and excise taxes.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit corporation duly organized, validly existing represents and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its propertieswarrants to, and to executecovenants with, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will notPurchaser that: (i) require Seller has full right, power and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any consent further consents or approval approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by any governing body or shareholders Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (ii) All bills and other payments due with respect to the ownership, operation and maintenance of the Property for the period of Seller's ownership of the Property shall be paid by Seller in the ordinary course of business. (iii) From the Effective Date until the Closing Date, Seller shall: (A) maintain and operate the Property in substantially the same manner as Seller has heretofore done; (B) continue all Leases and Contracts in full force and effect; and prior to the end of the Approval Period up until the Closing Date, neither cancel, amend or renew any of the same nor enter into a New Lease (hereinafter defined in Section 7.3(g) or Contract other than in the ordinary course of Seller's business, or from and after the end of the Approval Period, neither cancel, amend or renew any Lease or Contract nor enter into any new Lease or Contract without Purchaser's prior written approval, which approval will not be unreasonably withheld, conditioned or delayed; (C) not commit or permit to be committed any physical waste to the Property; and (D) not remove any item of the Tangible Personal Property from the Land or Improvements unless it is replaced with an item of at least equal value that which is properly suited for its intended purpose. To the extent that Purchaser has been obtained approved renewal of a Lease or execution of a New Lease after the Effective Date, Purchaser shall assume and be obligated to pay all leasing commissions and tenant finish allowances thereunder. (iv) With respect to each Tenant, except as reflected in the Rent Roll or in the Lease: (A) to Seller's Knowledge, such Tenant's Lease is in full force and effect;effect and no uncured breach or default exists on the part of the landlord or Tenant thereunder; (B) Seller has received no written notice that such Tenant is asserting any claim of offset or other defense in respect of its or the landlord's obligations under its Lease; (C) Seller is the owner of the entire lessor's interest in such Tenant's Lease and neither the landlord's interest in and to the Leases nor the rents payable thereunder have been assigned, pledged or encumbered in any manner by Seller, except to Seller's mortgage lender which assignments and encumbrances will be released at or prior to Closing; and (D) no leasing commission in connection with the Property is as of the date hereof due or owing from Seller to any party as to any Lease, or except as otherwise provided in Section 5.4(a)(iii) and Section 7.3(g), will be due and owing from Seller upon the execution of any New Lease or renewal of any Lease, and except as otherwise provided in Section 5.4(a)(iii) and 7.3(g), all such commissions shall be paid by Seller on or before the Closing. (iiv) violate Except as disclosed on Exhibit G, none of the Tangible Personal Property is held by Seller under a lease or installment sale contract, and Seller owns title to the Tangible Personal Property reflected on the inventory to be delivered to Purchaser herein, free and clear of any Applicable Lawliens or claims, except liens to be released at Closing. (vi) Except as disclosed on Exhibit H, Seller has received no written notice of any action, suit, proceeding or claim presently pending in any court or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality or before any arbitration, tribunal or panel, affecting (A) the Property, or violate any provision in any corporate documents portion thereof, (B) Seller's title, use, operation or ownership of the Property, (C) the Contracts, or (D) Seller, the violation of which could have a material adverse effect on the 's ability of Seller to perform its obligations under this agreement; (iii) result in a breach Agreement, nor, to Seller's Knowledge is any such action, suit, proceeding or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementclaim threatened. (cvii) This agreement To Seller's Knowledge, there is a valid no attachment, execution, general assignment for the benefit of creditors, or voluntary or involuntary bankruptcy proceedings, or proceedings under any debtor relief laws, contemplated by or pending or threatened against Seller or the Property. Seller has received no written notice, and binding obligation otherwise has no Knowledge, of Sellerthe introduction of any Hazardous Materials or violations of any Environmental Requirements affecting the Property. (dviii) Seller has received no written notice of any condemnation, eminent domain or similar proceedings being instituted or threatened against the Property by any governmental authority having jurisdiction over the Property. (ix) Except as disclosed on Exhibit I, Seller has received no written notice from any governmental authority having jurisdiction over the Property that the Improvements and the current operation thereof violate any law, regulation, ordinance, rule, order or other requirement of any governmental authority having jurisdiction over the Property. (x) Seller has received no written notice from any governmental authority having jurisdiction over the Property of any proposed new assessment against the Property. (xi) Bren▇ ▇▇▇▇ ▇▇ Seller's authorized agent and has had direct involvement in the management and ownership of the Property throughout the time of Seller's ownership of the Property. (xii) The execution Inspection Materials either delivered to Purchaser or made available to Purchaser for inspection constitute all of the documents and performance materials in Seller's and its property manager's possession coming within the definition of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerInspection Materials.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (aA) Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware]Oregon. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its propertiesassets, and to execute, deliver, and perform its obligations under this agreementREPA. (bB) The execution, delivery, and performance of its obligations under this agreement REPA by Seller have been duly authorized by all necessary corporate limited liability company action, and do not and will not: (i1) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to Purchaser upon its request); (ii2) violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementREPA; (iii3) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementREPA; or (iv4) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementREPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementREPA. (cC) This agreement REPA is a valid and binding obligation of Seller. (dD) The execution and performance of this agreement REPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. (E) To the best knowledge of Seller, and except for those permits, consents, approvals, licenses and authorizations which Seller anticipates will be obtained by Seller in the ordinary course of business, all permits, consents, approvals, licenses, authorizations, or other action required by any Governmental Authority to authorize Seller’s execution, delivery and performance of this REPA have been duly obtained and are in full force and effect. (F) Seller shall comply with all applicable local, state, and federal laws, regulations, and ordinances, including applicable equal opportunity and affirmative action requirements and all applicable federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the Term of this REPA. (G) As of the Effective Date, Seller represents to Purchaser that the Facility qualifies as a certified Ohio Renewable Energy Resource Generating Facility as defined in Section 3706.25(E) of the Ohio Revised Code as in effect on the Effective Date. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS REPRESENTATION, SELLER MAKES NO WRITTEN OR ORAL REPRESENTATION, WARRANTY, OR COVENANT EITHER EXPRESS OR IMPLIED, REGARDING THE CURRENT OR FUTURE EXISTENCE OF ANY RENEWABLE ENERGY CERTIFICATE, OR CAPACITY ATTRIBUTES OR ANY LAW GOVERNING THE EXISTENCE OF ANY RENEWABLE ENERGY CERTIFICATES OR CAPACITY ATTRIBUTES UNDER THIS AGREEMENT OR OTHERWISE OR THEIR CHARACTERIZATION OR TREATMENT UNDER APPLICABLE LAW OR OTHERWISE. (H) Seller is a member of PJM. (I) Seller has made all necessary filings and applications with Governmental Authorities for accreditation and participation in GATS and in any applicable federal and Ohio REC certification program pursuant to Section 8.4.

Seller’s Representations, Warranties and Covenants. 5.01 Seller hereby covenants and represents and warrants as followsto Purchaser that: (a) On the Closing Date, Seller shall convey the Property to Purchaser by Deed (hereafter defined) and provide a Title Policy insuring good and marketable indefeasible title in fee simple to the Property in Purchaser in accordance with the terms and conditions of this Agreement. After the date of this Agreement, Seller shall not alienate, lien, encumber or otherwise transfer all or any portion of the Property or enter into any agreement affecting the Property or otherwise cause or permit any act that could result in a change in the Approved Condition of Title. (b) There are no actions, suits, claims, assessments or proceedings pending or, to the knowledge of Seller, threatened against or affecting the Property, in law or equity, including, but not limited to, judicial, municipal or administrative proceedings in eminent domain, or federal, state or local agency actions regarding environmental matters. (c) Seller has received no notice of any condemnation or eminent domain proceedings, nor entered into negotiations for the sale of any of the Property in lieu of condemnation and, to the best of Seller's knowledge, no condemnation or eminent domain proceedings or negotiations have been commenced or threatened in connection with the Property or any part thereof. CORE/3502136.0016/178404538.4 -6- DocuSign Envelope ID: 013404DF-AB60-4325-B59F-F15BDBD4A580 (d) All utilities, including water, gas, sanitary sewer, storm sewer, electric power and telephone service have been (or will be before Closing) stubbed to the boundary line of the Land, in the form and amount necessary for the intended use of the Land by Purchaser, and there are no unpaid assessments for the installation of these services. (e) At Closing, there will be no unpaid bills or claims in connection with any work by or on behalf of Seller on the Property. (f) Except as otherwise disclosed in or pursuant to this Agreement (including the Declaration in Section 11.17), there are no agreements, including leases, affecting the Property or which will be binding on Purchaser as the owner of the Property. From and after the date of this Agreement, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser may withhold in its sole and absolute discretion, enter into any lease, rental agreement, maintenance contract, service contract, listing agreement or any other contract, declaration or other agreement affecting, encumbering or relating to the Property or any portion thereof which will survive Closing or will otherwise affect the use, operation or enjoyment of the Property after Closing. (g) Seller has validly executed this Agreement and the same constitutes the binding obligation of Seller. Seller is a [non-profit corporation duly organized, validly existing and in good standing in the state of its organization, has full authority to transact business in the State of Indiana and has full power, authority and capacity to enter into this Agreement and to carry out Seller's obligations under this Agreement. (h) To the laws best of Seller's knowledge, the Property does not contain a Hazardous Substance (as defined in this subparagraph below), whether located upon or beneath the Property, and no debris has been buried beneath the surface of the Property, and Seller has not discharged and has no knowledge of any person having discharged any Hazardous Substances on the Property. Without limiting the other provisions of this Agreement, Seller shall cooperate with Purchaser's investigation of matters relating to the foregoing provisions of this paragraph and to provide access to and copies of any data and/or documents dealing with potentially Hazardous Substances used at the Property and any disposal practices followed. Seller agrees that Purchaser may make inquiries of governmental agencies regarding such matters, without liability for the outcome of such discussions. The term "Hazardous Substances" includes, without limitation, any hazardous or toxic materials, substances or wastes, such as (A) those defined, classified, designated, listed or otherwise considered under any environmental law as a "hazardous waste," "hazardous substance," "hazardous material," "extremely hazardous waste," "acutely hazardous waste," "radioactive waste," "biohazardous waste," "pollutant," "toxic pollutant," "contaminant," "restricted hazardous waste," "infectious waste," "toxic substance," or any other term or expression intended to CORE/3502136.0016/178404538.4 DocuSign Envelope ID: 013404DF-AB60-4325-B59F-F15BDBD4A580 define, list, regulate or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment, (B) any materials, substances or wastes which are toxic, ignitable, corrosive, explosive, flammable, infectious, carcinogenic, mutagenic or reactive and which are or become regulated by any local governmental authority, any agency of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, Indiana or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any agency of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.United States Government,

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer with respect to each Property as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ for such Property that: (i) require except as disclosed in any consent title reports obtained pursuant to this Agreement and any Surveys, there are no unrecorded leases (other than the Leases), liens or approval encumbrances which may affect title to any Property; any liens or encumbrances relating to any existing financing secured by any governing body Property or shareholders any part thereof shall be terminated and released of Sellerrecord at or prior to ▇▇▇; and Seller does not have any defeasance, other than that lender approval or prepayment obligations with respect to any existing financing which has been obtained and is in full force and effectwill delay ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) except as disclosed in any title reports obtained pursuant to this Agreement and any Surveys, to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) except as conspicuously and explicitly disclosed in any Seller Diligence Materials, there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting any Property or Seller, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land‑use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; orany of the foregoing; (ivxi) result inthe initial annual rent under each Lease is as set forth on Exhibit A attached hereto; Tenant is not entitled to any free rent periods or rental abatements, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, concessions or other charge inducements under any Lease for any period subsequent to ▇▇▇ except as set forth on Exhibit H attached hereto; (xii) to the extent Seller is the original landlord under any Lease, such Lease was negotiated in an arms-length transaction; (xiii) Tenant does not have: (a) any option or encumbrance preferential right to purchase any of the Properties or portion of any nature of the Properties, (other than as may be contemplated by this agreementb) upon any right of first refusal or right of first offer with respect to any of the assets Properties, or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller.any right, title or interest with respect to the Property other than as lessee under its applicable lease; (dxiv) The execution all amounts due and performance payable by Seller under the Contracts and the REA’s have been paid in full and no default of this agreement will not conflict with or constitute a breach or default Seller exists under any contract of the Contracts or agreement any of the REA’s and, to Seller’s knowledge, no default of any kind to which Seller is a other party exists under any of the Contracts or any judgmentof the REA’s; (xv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xvi) except as set forth in Seller’s Diligence Materials, orderSeller has no actual knowledge that there exists or has existed, statuteand Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation that is applicable including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to Seller.each of the foregoing;

Seller’s Representations, Warranties and Covenants. In addition to Seller’s representations and warranties in section 3.3(j), Seller hereby represents represents, warrants and warrants as followscovenants to Buyer that: (ai) Seller is a [non-profit corporation duly organized, organized and validly existing and in good standing under the laws pursuant to Chapter 52 of the State of Delaware]California Water Code Appendix. Seller has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified to do business in each other jurisdiction where wherein the failure to so qualify would have a material adverse effect on nature of the business or financial condition of Seller; and transacted by it makes such qualification necessary; (ii) Seller has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller hereunder; all such actions have been duly authorized by all necessary corporate action, and do not and will not:proceedings on its part; (iiii) require any consent or approval this Agreement has been duly and validly executed and delivered by any governing body or shareholders Seller and, as of the Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than that which has been obtained and is in full force and effectsimilar laws affecting the rights of creditors generally or by general principles of equity; (iiiv) violate any Applicable Lawthere are no actions, suits, proceedings or violate any provision in any corporate documents investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any court or Governmental Authority, which individually or in the violation of which could aggregate are reasonably likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability of Seller to perform its obligations under this agreement;Agreement; and (iiiv) result in a breach or constitute a default under Seller’s corporate charter or bylawsthe execution, or under delivery and performance of this Agreement by Seller will not conflict with its governing documents, any agreement relating to the management or affairs of Sellerapplicable laws, or any indenture or loan or credit covenant, agreement, understanding, decree or any other agreement, lease, or instrument order to which Seller is a party or by which Seller or its properties or assets may be it is bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as followsof the Effective Date hereof and covenants to Buyer at all times during the term of this Agreement, as follows and acknowledges that Buyer is relying upon such representations, warranties and covenants in connection with the purchase of Ethanol under this Agreement: (a) Seller is a [non-profit corporation duly organizedhas title to all Ethanol delivered hereunder, validly existing and in good standing under it has the laws of right to sell the State of Delaware]. Seller is qualified same to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its propertiesBuyer, and to executethe Ethanol is free from any liens or encumbrances; PROVIDED THAT EXCEPT AS PROVIDED IN THIS SECTION 12.1(a). AND AS PROVIDED IN ARTICLE 6 WITH RESPECT TO THE QUALITY OF ETHANOL TO BE DELIVERED, deliverTHERE ARE NO WARRANTIES EXPRESS OR IMPLIED, and perform its obligations under this agreementINCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) The executionSeller covenants that it shall procure and maintain in force all licenses, delivery, consents and performance approvals required for its operation of its obligations the Plant and manufacture and sale to Buyer of the Ethanol under this agreement by Seller have been duly authorized by all necessary corporate actionAgreement and shall be solely responsible for and indemnify Buyer against any costs, and do not and will not: (i) require any consent liabilities or approval by any governing body or shareholders fines arising out of Seller's failure to comply with any applicable requirements of such licenses, other than that which has been obtained consents and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementapprovals. (c) This agreement is Seller covenants that it will maintain accurate and complete production and delivery records in a valid prudent and binding obligation businesslike manner in accordance with sound commercial practices in respect of SellerEthanol produced by Seller at the Plant. (d) The execution and performance of this agreement Seller covenants that it will not conflict with or constitute a breach or default under any contract or agreement promptly notify Buyer of any kind actual or anticipated production downtime or disruption to which Ethanol availability. (e) Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerU.S. entity for purposes of state and federal income and excise taxes.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as followsof the date of this Agreement and as of the Closing Date that: (a) Seller is a [non-profit corporation duly organizedhas good and indefeasible fee simple title to the Property, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power shall at the Closing hereunder convey to Purchaser by Special Warranty Deed, good and authority indefeasible fee simple title to conduct its businessthe Property, subject only to own its properties, and to execute, deliver, and perform its obligations under this agreementthe Permitted Exceptions. (b) The executionSeller has, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any without notice to or consent or approval by joinder of any governing body other person or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Sellerentity, the violation of which could have a material adverse effect on full right, power and authority to enter into and perform this Agreement, including full right, power and authority to sell and convey the ability Property to Purchaser. This Agreement constitutes the legal, valid and binding obligation of Seller to perform enforceable in accordance with its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementterms. (c) This agreement is a valid There are no adverse or other parties in possession of the Property, and binding obligation no person or entity has been granted any license, lease or other right relating to the use, management or possession of Sellerthe Property or any part thereof. (d) The execution There is no pending, or to the best of Seller's knowledge, threatened judicial or administrative proceeding of any nature or any special assessment upon or affecting the Property or any part thereof, any of which might or would materially and performance adversely affect (i) title to the Property or any part thereof, (ii) Seller's ability to perform any of its obligations hereunder, (iii) use of the Property by Purchaser or (iv) the condition of the Property. (e) Seller has not granted any other person the right to acquire the Property, and to the best of Seller's knowledge, no person has any right to acquire any interest in the Property. (f) Seller has not received any written notice of any pending condemnation or similar proceeding affecting the Property. (g) Except for debts, liabilities, and obligations for which provisions are made in this Agreement for proration or other adjustments at the Closing, as of the Closing, all debts, liabilities, and obligations of Seller arising from the ownership and operation of the Property will have been paid. (h) During the pendency of this agreement Agreement, Seller will not conflict with or constitute a breach or default under (i) enter into any contract or agreement instrument that will affect title to the Property or create an obligation affecting Purchaser or the Property subsequent to the Closing; (ii) alter the zoning affecting the Property; or (iii) alter or amend any preliminary or final plat covering any portion of any kind the Property. (i) The warranties, representations and covenants contained in this Agreement shall survive the Closing and shall inure to which Seller the benefit of and be binding upon the heirs, legal representatives, successors and assigns of the parties hereto. (j) Each of said warranties and representations is a party or any judgment, order, statute, or regulation that is applicable to Sellertrue and correct as of the date hereof and shall be true and correct as of the date of Closing.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants, and warrants covenants that as followsof the date hereof: (a) a. Except as set forth herein, each Seller is a [non-profit corporation duly organizedlimited liability company, validly existing and will be in good standing under the laws of the State of Delaware]. Seller state in which it was formed and is qualified to do transact business in each other jurisdiction the state where the failure property is located, to so qualify would have a material adverse effect enter into and perform its obligations hereunder and under any document or instrument required to be executed and delivered on the business or financial condition behalf of Seller; each Seller hereunder, and each Seller has all requisite power powers and authority all governmental licenses, authorizations, consents and approvals to conduct carry on its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementbusiness as now conducted. (b) The b. Except as set forth herein, in the applicable loan documents and the applicable operating agreements for each Seller, the execution, delivery, delivery and performance of its obligations under this agreement Contract by each Seller have has been duly authorized by all necessary corporate actioncompany or other action on the part of each Seller. This Contract constitutes the valid and binding agreement of each Seller and is enforceable against each Seller in accordance with the terms of this Contract, subject to bankruptcy, insolvency and creditor’s rights generally. Except as set forth herein and in the applicable loan documents and the applicable operating agreements for each Seller, there is no other person or entity whose consent is required in connection with each Seller’s performance of its obligations hereunder. c. Except as set forth herein, in the applicable loan documents and the applicable operating agreements for each Seller, the execution and delivery of, and do the performance by, each Seller of its obligations under this Contract does not and will not:not contravene, or constitute a default under, either of each Seller’s by-laws or other organizational document, any agreement, judgment, injunction, order, decree or other instrument binding upon each Seller or any provision of applicable law, or result in the creation of any lien or other encumbrance on any asset of each Seller. Except for this Contract, there are no outstanding agreements pursuant to which any Seller has agreed to sell or has granted an option, right of first refusal or other right to purchase any of the Properties. (i) require d. As of the Effective Date, Seller has not received any consent notice of any condemnation proceeding threatened or approval pending and no threatened or pending litigation with reference to any of the Properties, excluding any claims covered by insurance and those claims for amounts less than $20,000.00, except as shown on Exhibit H, including, to each Sellers’ knowledge, but not limited to, any asserted or unasserted or threatened claim by any governing body member of each such Seller related to the terms and conditions of this Contract, the Purchase Price or shareholders any breach of fiduciary duty. e. Seller shall not, before or after the Group One Closing Date or the Group Two Closing Date, as applicable, release or modify any warranties or guarantees, if any, of manufacturers, suppliers and installers related to any of the Properties or any part thereof, except with the prior written consent of Purchaser, which consent Purchaser shall not unreasonably withhold, delay or condition. f. Each of Seller, other than that which has been obtained ’s insurance policies is valid and is in full force and effect; , all premiums for such policies were paid when due and all future premiums, if due before either the Group One Closing or the Group Two Closing, as applicable, for such policies (iiand any replacements thereof) violate shall be paid by Seller on or before their respective due dates. Prior to the Group One Closing and the Group Two Closing, as applicable, Seller shall pay premiums on, and shall not cancel or voluntarily allow to expire, any Applicable Law, or violate any provision in any corporate documents of Seller’s insurance policies unless such policy is replaced, without any lapse of coverage, by another policy or policies providing coverage at least as extensive as the violation policy or policies being replaced. Seller shall cancel all such policies as of which could have the Group One Closing Date or the Group Two Closing Date, as applicable. g. To Seller’s knowledge, there are no labor disputes pending or threatened concerning the operation or maintenance of any of the Properties, other than claims of individual employees. Seller is not a material adverse effect on party to any union or other collective bargaining agreement with employees employed in connection with the ability ownership, operation or maintenance of any of the Properties. Neither Seller nor its managing agent will, between the date hereof and the date of the Group One Closing or the Group Two Closing, as applicable, enter into any new employment contracts or agreements or hire any new employees except in the ordinary course of Seller’s business. Purchaser will not be obligated to give or pay any amount to any employee of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or managing agent unless Purchaser elects to hire that employee. Purchaser shall not have any liability under any agreement relating to the management pension or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which profit sharing plan that Seller or its properties or assets managing agent may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or established with respect to any of the assets Properties or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementemployees. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents makes the following covenants, representations and warrants as followswarranties to Buyer: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws As of the State date of Delaware]this Agreement, Seller is, and will at Settlement be, the sole legal owner of the Real Property in fee simple, and that as of the date of this Agreement the Real Property is not, and will not at Settlement be, subject to any option, right of first refusal or other agreement of sale. As of the date of this Agreement, Seller is qualified to do business in each other jurisdiction where has, and will at Settlement have, the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, deliver and perform its obligations under this agreementAgreement and all agreements and documents referred to in this Agreement. The person who has executed this Agreement on behalf of Seller has the authority to do so. (b) The executionAs of the date of this Agreement, deliverySeller has received no written notice of any action, suit or proceeding pending or, to the best of Seller’s knowledge, threatened against or affecting the Real Property or relating to or arising out of the ownership of the Real Property, including without limitation, general or special assessment proceedings of any kind, or condemnation or eminent domain actions or proceedings of any kind. (c) As of the date of this Agreement, and performance as of its obligations under the date of Settlement, neither the entering into of this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of SellerAgreement, the violation consummation of which could have a material adverse effect on the ability sale, nor the conveyance of Seller the Property to perform its obligations under this agreement; (iii) result in a breach Buyer, has or will constitute a default under Seller’s corporate charter violation or bylaws, breach of any of the terms of any contract or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by to which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Sellersubject. (d) The execution and performance Prior to the date of this agreement Agreement, Seller has delivered to Buyer true and correct copies of those certain environmental reports respecting the Real Property which are identified on Exhibit E attached hereto, and as of the date of this Agreement, said reports are the only material environmental reports respecting the Real Property prepared by consultants for Seller on or after January 1, 2001. (e) As of the date of this Agreement there are, and as of the date of Settlement there will be, no outstanding leases or other agreements permitting any party to occupy or use the Property other than pursuant to recorded easements or other recorded agreements which are Permitted Exceptions. (f) As of the date of this Agreement there are, and as of the date of Settlement there will be, no agreements by Seller to pay any commissions or other compensation to any brokers or agents in connection with the Real Property that would be binding upon the Buyer. (g) Within the three (3) year period preceding the date of this Agreement, Seller has not conflict with or constitute received written notice from a breach or default under any contract or agreement governmental authority having jurisdiction over the Real Property of any kind existing violations of any Federal, State, County, municipal or local laws, ordinances, orders, regulations or requirements affecting the Real Property. (h) As of the date of this Agreement there are, and as of the date of Settlement there will be, no maintenance agreements effecting the Property that would be binding upon Buyer. The foregoing representations and warranties shall survive Settlement for a period of one (1) year from the date of Settlement and thereafter with respect to which any claims specifically made in writing by Buyer to Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerduring such one (1) year period.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require to Seller’s actual knowledge without any consent investigation, there are no unrecorded leases (other than the Leases), liens or approval encumbrances which may affect title to any Property; any existing financing secured by any governing body Property or shareholders of Seller, other than that which has been obtained any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay ▇▇▇; (ii) violate Seller has received no written notice of violation with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, without investigation, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, without investigation, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or, to Seller’s knowledge, without investigation, threatened with respect to or credit agreementin any manner affecting any Property or the Tenant, nor does Seller know, without investigation, of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, without investigation, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, without investigation, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements under any Lease for any period subsequent to ▇▇▇; (xii) to the extent Seller is the original landlord under any Lease, such Lease was negotiated in an arms-length transaction; (xiii) all amounts due and payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller now owned exists under any of the Contracts or hereafter acquiredany of the REA’s and, to Seller’s knowledge, without investigation, no default of any other party exists under any of the Contracts or any of the REA’s; (xiv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants that: a. As of the date hereof and as of the Closing Date, there is or will be, to Seller's actual knowledge, no condemnation proceeding threatened or pending and no pending or, to Seller's actual knowledge, no threatened litigation, investigation or proceeding with reference to any Property or which otherwise would adversely affect Seller's ability to perform Seller's obligations hereunder. b. Seller hereby represents agrees to maintain the Property in its present condition (ordinary wear and warrants tear excepted) and to operate the Property in a careful and prudent manner; and to comply with all occupancy leases thereof until the time of Closing. c. Seller is the fee simple owner of the Property and subject to obtaining the approvals listed in Section 24 of this Contract has full authority to convey the Property and to execute this Contract and any and all documentation required to effectuate the full intent and purposes of this Contract. d. There are no governmental liens of record affecting the Property. e. Seller shall cooperate in all respects with Purchaser's efforts to determine the suitability of the Property for Purchaser's intended use. f. To Seller's actual knowledge, no adverse soil conditions exist, the Property has not in the past been used, is not presently being used and will not in the future (for so long as follows:Seller owns same) be used for the handling, storage, transportation or disposal of hazardous or toxic materials, of any kind or nature and in the event the environmental site assessment obtained by Purchaser indicates that the Property has been or presently is being used for the handling, storage, transportation or disposal of hazardous or toxic materials of any kind or nature, Purchaser may require that all such violations be corrected by Seller, at Seller's sole cost and expense, prior to Closing. g. All financial documentation and financial information delivered or made available to Purchaser and/or Purchaser's Authorized Agents for review during the Inspection Period is true and correct in all material respects. h. To the best of Seller's knowledge, documentation and information which is not financial in nature which has been delivered or made available to Purchaser and/or Purchaser's Authorized Agents for review during the Inspection Period is true and correct in all material respects. i. Seller has not as of the Effective Date of this Contract distributed or authorized the distribution of any localized, mass or direct marketing mailing which provides any coupons, discounts or other rental concessions, rebates or free rent for any new or existing tenants of the Property. j. From the date hereof until Closing, Seller shall: (a) maintain in accordance with Seller's past practice complete accurate books, accounts and records relating to the Property; (b) continue to maintain and operate the Property in accordance with Seller's past practices; (c) maintain the Property in good order and condition and not permit the Property to adversely change from its present condition; and (d) comply with the terms and provisions of all Leases, Service Contracts, Personal Property Leases and other obligations of Seller relating to the Property. k. The Leases are in full force and effect and Seller is not in default under the Leases and except as disclosed in writing by Seller, the tenants under the Leases are not in default. l. Each Seller is a [non-profit corporation limited liability company duly organized, validly existing organized and in good standing under the laws of the State of Delaware]within its state or organization. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller This Contract has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate actionaction on the part of Seller and subject to Section 24 hereof, is enforceable against Seller in accordance with its terms. Upon receipt of the approvals listed in Section 24 of this Contract, the execution and delivery of, and do not and will not: (i) require any consent or approval the performance by any governing body or shareholders Seller of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under under, this agreement; (iii) result in a breach Contract will not contravene, or constitute a default under under, any provision of applicable law or regulation, Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, 's organizational documents or any indenture or loan or credit agreement, judgment, injunction, order, decree or any other agreementinstrument binding upon Seller. m. All representations, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability covenants and warranties of Seller set forth in this Contract and the conditions and circumstances contained herein shall be effective, valid, true and correct at the date of and shall survive the Closing for one (1) year. Purchaser shall have the right to perform terminate this Contract and receive a refund of its ▇▇▇▇▇▇▇ Money together with any interest earned thereon if any of the representations, covenants and/or warranties are not valid, true and correct in all material respects as of the Closing Date, in which event this Contract shall be deemed null and void and Seller and Purchaser shall be released from all obligations under this agreement; or (iv) result inContract, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than except as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementotherwise set forth herein. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to, and covenants with Purchaser that: a. Seller will have as followsof the Closing Date good and indefeasible title in fee simple to the Land, subject only to the Permitted Encumbrances, and free and clear of all liens; b. There are no and, as of the Closing Date, there will be no leases, franchises, licenses, occupancy agreements, or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to, the Land, or any prepaid rents or deposits, security or otherwise, made by tenants; c. There are no and, as of the Closing Date, there will be no actions, suits, claims, assessments, or proceedings pending or, to the actual knowledge of Seller, threatened that could materially adversely affect the ownership, operation, or maintenance of the Property or Seller's ability to perform hereunder; d. Seller shall use good faith efforts to promptly notify Purchaser of any material change with respect of the Property or with respect to any information heretofore or hereafter furnished by Seller to Purchaser respecting the Property; e. From the date hereof until the Closing Date, Seller shall: (ai) Seller is maintain and operate the Property in a [non-profit corporation duly organizedgood and business- like manner in accordance with good and prudent business practices, validly existing and in good standing under not commit or consent to be committed any waste to the laws Property, (ii) not enter into any agreement or instrument or take any action that would constitute an encumbrance of the State Property, that would bind Purchaser or the Property after Closing, or that would be outside the normal scope of Delaware]. maintaining and operating the Property, without the prior written consent of Purchaser, and (iii) afford Purchaser and its representatives the continuing right to inspect the Property at reasonable hours, upon reasonable notice and upon commercially reasonable terms, and any and all books, records, contracts, and other documents or data pertaining to the ownership, insurance, operation, or maintenance of the Property; f. All bills and other payments due from Seller is qualified with respect to do business in each the ownership, operation, and maintenance of the Property have been (or by the Closing Date will be) paid by Seller and no liens or other jurisdiction where claims for the failure to so qualify would same have a material adverse effect on been (or by the business Closing Date will be) filed or financial condition asserted against any part of Seller; and the Property; g. Seller has all requisite full right, power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement.Agreement subject to approval of this Agreement by the City Council of the City of Houston, Texas, the signature of the Mayor and the countersignature of the City Controller of the City of Houston, Texas on this Agreement, but otherwise without obtaining any consents or approvals from, or the taking of any other actions with respect to, any third parties (or if any such consents, approvals, or other actions are required, the same will be accomplished prior to the expiration of the Feasibility Period (as defined in Section 7.a)); h. Seller is not a “foreign person” (bas defined in Internal Revenue Code Section 1445(f)(3) The execution, delivery, and performance of its obligations under this agreement by the regulations issued thereunder); i. Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent is not in receivership or approval by any governing body or shareholders of Sellerdissolution, other than that which has been obtained and is in full force and effect; (ii) violate has not made any Applicable Lawassignment for the benefit of creditors, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result has not admitted in writing its inability to pay its debts as they mature, (iv) has not been adjudicated a breach bankrupt, (v) has not filed a petition in voluntary bankruptcy, a petition or constitute a default under Seller’s corporate charter or bylawsanswer seeking reorganization, or an arrangement with creditors under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreementfederal bankruptcy law, or any other agreement, leasesimilar law or statute of the United States or any state, or instrument (vi) does not have any such petition described in (v) filed against Seller; and j. Seller has provided to which Seller is Purchaser, to the extent they were in Seller's possession, copies of: (i) a party or by which Seller or its properties or assets may be bound or affectedland survey of the Property; (ii) any soil, the breach or default of which could reasonably be expected to have a material adverse effect engineering, and environmental reports on the ability of Seller to perform its obligations under this agreementProperty, including a Phase I environmental site assessment, asbestos inspection report, and a lead based paint inspection report; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.and

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of to Seller’s knowledge, there are no unrecorded leases (other than that the Lease), liens or encumbrances which has been obtained may affect title to the Property; any existing financing secured by the Property or any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; (ii) violate Seller has not received any Applicable Lawwritten notice of any violation with regard to any applicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of the Property by any provision in any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) Seller has not received any written notice of any intended public improvements which will or could result in any charges being assessed against the Property which will result in a breach lien upon the Property; (iv) Seller has not received any written notice of any impending or constitute a default under Seller’s corporate charter contemplated condemnation or bylaws, or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting the Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and, to Seller’s knowledge, there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell the Property, or instrument any portion thereof, to a third party, except as may be disclosed in the Report; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the breach or Transfer Documents; (x) no default of which could reasonably be expected Seller exists under the Lease; Seller has sent no written notice of default to have a material adverse effect on Tenant and, to Seller’s knowledge, no default of Tenant exists under the ability Lease; Seller has not received any notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements for any period subsequent to ▇▇▇, except as expressly set forth in the Lease; (xii) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in an arms-length transaction; (xiii) all amounts due and payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller now owned exists under any of the Contracts or hereafter acquiredany of the REA’s and, to Seller’s knowledge, no default of any other party exists under any of the Contracts or any of the REA’s; (xiv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyers as followsfollows as of the Effective Date and as of the Commercial Operation Date: (aA) Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State state of Delaware]. Seller is qualified to do business in the Commonwealth of Kentucky and each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to Buyers upon execution of this PPA); (ii) violate any Applicable Law, or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA. (cC) This agreement is a The obligations of Seller under this PPA are valid and binding obligation obligations of Seller, enforceable against the Seller by Buyers, subject to customary exceptions for public policy and bankruptcy. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. (E) To the best knowledge of Seller, and except for those permits, consents, approvals, licenses and authorizations identified in writing by Seller to Buyers, all Governmental Approvals necessary for Seller’s execution, delivery and performance of this PPA have been duly obtained and are in full force and effect. (F) Seller shall comply with all Applicable Laws in effect or that may be enacted during the Term. (G) As of the Commercial Operation Date, Seller shall have been certified as an “exempt wholesale generator” as such term is defined in the regulations of the Federal Energy Regulatory Commission. (H) Seller has not taken action causing either Buyer to be deemed to be the registered “Generator Owner” or “Generator Operator” with respect to the Facility as such terms are used in the NERC Reliability Standards. (I) Seller has not sold or committed to sell to any Person any Solar Energy Output, Renewable Energy Benefits or Capacity Rights to any Person. (J) Seller either (i) owns the real property comprising the Site or (ii) has obtained the necessary real property rights to construct and operate the Facility on the Site throughout the Term. (K) Seller will have as of the Commercial Operation Date, and shall thereafter maintain sufficient funds available to it to perform all obligations under this Agreement and to consummate the obligations contemplated pursuant hereto.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants (where applicable) to Buyer as of the date of this Agreement, and upon each Closing hereunder shall be deemed to represent and warrant and covenant (where applicable), as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and the owner in good standing under the laws fee simple of the State of Delaware]Property. Seller is qualified to do business in each other jurisdiction where has the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite full power and authority to conduct its business, execute this Agreement and to own its propertiesconsummate the transactions contemplated herein and all necessary action has been taken to duly authorize the execution and delivery of this Agreement and all documents and instruments contemplated by this Agreement, and the performance by Seller of the covenants and obligations to execute, deliver, be performed and perform its obligations under this agreementcarried out by it hereunder. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, not prohibited from consummating the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be transactions contemplated by this Agreement by any law, rule, regulation, instrument, agreement) upon , order or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementjudgment. (c) This agreement is a valid Except as identified in the documents listed in the schedule attached hereto as Exhibit B, Seller has not received any notice of, and binding obligation to the best of Seller’s actual knowledge there does not exist, any current material violations of any laws, statutes, ordinances, regulations, including but not limited to, zoning, building, subdivision, pollution, environmental protection, water disposal, health, fire and safety engineering codes, and the rules and regulations of any governmental authority having jurisdiction over the Property, or existing, pending or anticipated litigation or other claim, action, suit or proceeding involving the Property. During the term of this Agreement, Seller shall materially comply with any and all covenants, conditions, restrictions, laws, statutes, rules, regulations, ordinances, and notices given by any governing authority applicable to the Property and shall maintain the Property in its present state of repair and in substantially the same condition as of the date of this Agreement, reasonable wear and tear and loss by casualty excepted (subject to the provisions of Section 14). (d) Except as identified in the documents listed in the schedule attached hereto as Exhibit C and incorporated herein by this reference, there are no leases, tenancies, options, rights of first refusal, licenses, or other agreements applicable to or affecting the Property (including, without limitation, farming and/or other agricultural leases). Except as identified in the documents listed in the schedule attached hereto as Exhibit C, and for the rights of public and/or private utilities, to the best of Seller’s actual knowledge, no third party has any right to utilize or possess the Property; there are no adverse parties in possession of any portion of the Property; and there are no encroachments by Seller on the property of others or others on the Property. (e) Except for those matters identified in the documents listed in the schedule attached hereto as Exhibit B, to the best of Seller’s actual knowledge, neither Seller nor any third party has used, generated, manufactured, stored or disposed of any Hazardous Materials (including, without limitation, petroleum products, polychlorinated biphenyls (“PCBs”), or any other substance) at, on, under or about the Property; and Seller has received no notice of any violations of any local, state or federal statutes or laws governing the generation, treatment, storage, disposal or clean-up of Hazardous Materials. Except as identified in the schedule attached hereto as Exhibit B, to Seller’s knowledge (i) there is not now, nor has there ever been on or in the Property underground storage tanks or any PCBs used in hydraulic oils, electrical transformers or other equipment, and (ii) no portion of the Property is located within a one hundred (100) year flood plain. Seller shall not, nor permit a third party (to Seller’s knowledge) to, use, manufacture, generate, store or dispose of any Hazardous Materials in, at, on, under or about the Property. Seller has no actual knowledge of any third party that has any information relevant to the environmental condition of the Property which it has not disclosed to Buyer. “Hazardous Materials” shall mean any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. The execution and performance of this agreement will not conflict with or constitute a breach or default term Hazardous Materials includes, without limitation, any substance regulated under any contract federal, state or agreement of any kind to which Seller is a party or any judgmentlocal statutes, orderlaws (including case law), statuteregulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, or regulation that is applicable other governmental restrictions, relating to Sellerhuman health, the environment or to emissions, discharges or releases of pollutants, contaminants, toxic substances, hazardous substances (as defined by Ind. Code § 13-11-2-98) or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, hazardous materials or wastes or the clean-up or other remediation thereof.

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants to the Buyer that as followsof the date of execution of this Agreement: (a) Seller is duly organized and validly existing as a [non-profit corporation duly organized, validly existing and in good standing Seller’s business registration] under the laws of the [State of DelawareRegistration]. , and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified to do business in each other jurisdiction where wherein the failure to so qualify would have a material adverse effect on nature of the business or financial condition of Seller; and transacted by it makes such qualification necessary; (b) Seller has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller hereunder; all such actions have been duly authorized by all necessary corporate action, and do not and will not:proceedings on its part; (ic) require any consent or approval This Agreement has been duly and validly executed and delivered by any governing body or shareholders Seller and, as of the Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than that which has been obtained and is in full force and effectsimilar laws affecting the rights of creditors generally or by general principles of equity; (iid) violate any Applicable LawThere are no actions, suits, proceedings or violate any provision in any corporate documents investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the violation of which could aggregate are reasonably likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability of Seller to perform its obligations under this agreementAgreement; (iiie) result in a breach Seller will deliver to Buyer at the Delivery Point the Output free and clear of all liens, security interests, claims and encumbrances or constitute a default under Seller’s corporate charter or bylawsany interest therein, or under thereto, by any agreement relating Person. (f) Prior to conveyance to Buyer, ▇▇▇▇▇▇ holds and will hold throughout the management or affairs Term, the rights to all Environmental Attributes, which it has conveyed and has committed to convey to Buyer hereunder; and (g) The execution, delivery and performance of Sellerthis Agreement by Seller will not conflict with its governing documents, any applicable laws, or any indenture or loan or credit covenant, agreement, understanding, decree or any other agreement, lease, or instrument order to which Seller is a party or by which Seller or its properties or assets may be it is bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer that the following matters are true, in all material respects, as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will notEffective Date: (i) require to Seller’s actual knowledge: any consent existing financing secured by the Property or approval by any governing body or shareholders of Seller, other than that which has been obtained part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released for purposes of Buyer’s title policy at or prior to ▇▇▇, and shall be released of record promptly after ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the ▇▇▇; (ii) violate except as may otherwise be provided in Seller’s Diligence Materials, to Seller’s actual knowledge, no written notice of violation has been issued to Seller by any Applicable Law, governmental or violate any provision in any corporate documents quasi-governmental authority having jurisdiction of Seller, the Property with regard to the violation of which could have a material adverse effect on any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the ability present use or occupancy of Seller to perform its obligations under this agreementthe Property; (iii) result intentionally deleted; (iv) except as may otherwise be provided in a breach or constitute a default under Seller’s corporate charter Diligence Materials, to Seller’s actual knowledge, there is no impending condemnation or bylaws, or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) except as may otherwise be provided in Seller’s Diligence Materials, there is no litigation pending, or loan to Seller’s knowledge, threatened against the Property or credit against Seller that could impact Seller’s ability to sell the Property; (vi) except as may otherwise be provided in Seller’s Diligence Materials, Seller has not entered into and to Seller’s actual knowledge there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party; (vii) intentionally deleted; (viii) The execution and delivery of, and consummation of the transactions contemplated by, this Agreement are not prohibited by, and will not conflict with, constitute grounds for termination of, or result in the breach of, any of the agreements or instruments to which Seller is now party or by which it is bound, or any order, rule or regulation of any court or other governmental agency or official; (ix) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits; (x) Seller has not received written notice from Tenant that Seller is in default under the Lease; has sent no written notice of default to Tenant and, to Seller’s actual knowledge, no material default of Tenant exists under the Lease; Seller has not received any written correspondence from Tenant or Tenant’s agents indicating Tenant’s intent to assign or terminate the Lease nor any written correspondence requesting the consent of Seller to any of the foregoing; (xi) Seller received from Tenant, and has delivered to Buyer a copy of, Tenant’s written waiver of Tenant’s Right of First Offer to Purchase set forth in the Lease with respect to the transaction contemplated by this Agreement; (xii) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in an arms-length transaction; (xiii) except as may otherwise be provided in Seller’s Diligence Materials, to Seller’s actual knowledge, all amounts due and payable by Seller under the Contracts and the REAs have been paid in full and to Seller’s actual knowledge no default of Seller exists under any of the Contracts or the REAs; (xiv) except as may otherwise be provided in Seller’s Diligence Materials, to Seller’s actual knowledge there are no tax protests pending in connection with the Property; (xv) except as set forth in Seller’s Diligence Materials, to Seller’s knowledge, no portion of the Real Property and the Improvements violates any Environmental Laws (as hereinafter defined); or (y) any Hazardous Substances (as hereinafter defined) have been stored or generated at, released or discharged from or are present upon the Real Property and the Improvements, except in the ordinary course of business and in accordance with all Environmental Laws. As used herein, “Hazardous Substances” means all hazardous or toxic materials, substances, pollutants, contaminants, or wastes currently identified as a hazardous substance or waste in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendments and Reauthorization Act (commonly known as “▇▇▇▇”), the Resource Conservation and Recovery Act (commonly known as “RCRA”), or any other agreementfederal, lease, state or instrument local legislation or ordinances applicable to which Seller is a party the Land or by which Seller or its properties or assets may be bound or affectedthe Improvements. As used herein, the breach or default term “Environmental Laws” shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental authority and in effect as of which could reasonably be expected to have a material adverse effect on the ability date of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or Agreement with respect to or which otherwise pertain to or affect the Real Property or the Improvements, or any portion thereof, the use, ownership, occupancy or operation of the assets Real Property or properties the Improvements, or any portion thereof, or any owner of Seller now owned the Real Property, and as the same have been amended, modified or hereafter acquiredsupplemented from time to time prior to the date of this Agreement, including but not limited to CERCLA, the creation or imposition Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), ▇▇▇▇, comparable state and local laws, and any and all rules and regulations which could reasonably be expected have become effective prior to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance date of this agreement will not conflict with or constitute a breach or default Agreement under any contract or agreement and all of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerthe aforementioned laws.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as followsof the Effective Date hereof and covenants to Buyer at all times during the term of this Agreement, as follows and acknowledges that Buyer is relying upon such representations, warranties and covenants in connection with the purchase of Ethanol under this Agreement: (a) Seller is a [non-profit corporation duly organizedSubject to any security interest held by ▇▇▇▇▇▇'s senior secured lender, validly existing and in good standing under ▇▇▇▇▇▇ has title to all Ethanol delivered hereunder, it has the laws of right to sell the State of Delaware]. Seller is qualified same to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its propertiesBuyer, and to executethe Ethanol is free from any liens or encumbrances; EXCEPT AS PROVIDED IN SECTION 12.1(a), deliverAND AS PROVIDED 1N ARTICLE 6 WITH RESPECT TO THE QUALITY OF ETHANOL TO BE DELIVERED, and perform its obligations under this agreementTHERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) The executionSeller covenants that it shall procure and maintain in force all licenses, delivery, consents and performance approvals required for its operation of its obligations the Plant and manufacture and sale to Buyer of the Ethanol under this agreement by Seller have been duly authorized by all necessary corporate actionAgreement and shall be solely responsible for and indemnify Buyer against any costs, and do not and will not: (i) require any consent liabilities or approval by any governing body or shareholders fines arising out of Seller's failure to comply with any applicable requirements of such licenses, other than that which has been obtained consents and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementapprovals. (c) This agreement is Seller covenants that it will maintain accurate and complete production and delivery records in a valid prudent and binding obligation businesslike manner in accordance with sound commercial practices in respect of SellerEthanol produced by Seller at the Plant. (d) The execution and performance of this agreement Seller covenants that it will not conflict with or constitute a breach or default under any contract or agreement promptly notify Buyer of any kind actual or anticipated production downtime or disruption to which Ethanol availability. (e) Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerU.S. entity for purposes of state and federal income and excise taxes.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any consent or approval Property; any existing financing secured by any governing body Property or shareholders of Seller, other than that which has been obtained any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; (ii) violate to Seller’s actual knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s actual knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter actual knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) to Seller’s actual knowledge, there are no suits or loan claims pending or credit agreementthreatened with respect to or in any manner affecting any Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s actual knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) to Seller’s knowledge, this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; Master Purchase Agreement and Escrow Instructions Walgreens — Multi-Site (x) no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements under any Lease for any period subsequent to ▇▇▇; (xii) to Seller’s actual knowledge, all amounts due and payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller now owned exists under any of the Contracts or hereafter acquiredany of the REA’s and, to Seller’s knowledge, no default of any other party exists under any of the creation Contracts or imposition any of which could reasonably be expected to have a material adverse effect on the ability REA’s; (xiii) no consent of any third party is required in order for Seller to enter into this Agreement and perform its Seller’s obligations under this agreement.hereunder; (cxiv) This agreement is a valid and binding obligation of Seller. (d) The execution the execution, delivery and performance of this agreement Agreement and the Transfer Documents, the agreed upon form of which are attached hereto as Exhibits, have not and will not conflict with or constitute a breach or default under any contract other agreement, law or agreement of any kind to court order under which Seller is a party or may be bound; and (xv) Seller has received no written notice of any judgmentproceedings pending for the increase of the assessed valuation of any Property or any portion thereof; (b) Further, orderSeller hereby covenants to Buyer as of the Effective Date that: (i) Seller will not enter into nor execute any agreement, statutewritten or oral, under which Seller is or could become obligated to sell the Properties, or regulation any portion thereof, to a third party, without Buyer’s prior written consent; (ii) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or the potential use of any Property; (iii) except for any item to be prorated at ▇▇▇ in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Properties up to ▇▇▇ shall be paid in full by Seller; (iv) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Properties (except for those that will be prorated at ▇▇▇) have been paid or will be so paid by Seller prior to ▇▇▇; Master Purchase Agreement and Escrow Instructions Walgreens — Multi-Site (v) between the Effective Date and ▇▇▇ or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to any Property, or terminate, amend, modify, extend or waive any rights under any of the Leases without Buyer’s prior written consent, which consent may be withheld at Buyer’s discretion; (vi) between the Effective Date and ▇▇▇ or any earlier termination of this Agreement, Seller shall, at its sole cost: (1) continue to operate each Property as heretofore operated by Seller subject to Buyer’s rights under this Agreement to direct specific activities of Seller; (2) maintain or cause Tenant to maintain each Property in its current condition and perform or cause Tenant to perform any required and routine maintenance and make replacements of each part of each Property that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or malfunctioning portion of any Property that is tangible property (whether real or personal) as the relevant conditions require; (3) pay or cause Tenant to pay (as applicable) prior to ▇▇▇, all sums due for work, materials or services furnished or otherwise incurred in the ownership, use or operation of the Properties up to ▇▇▇; (4) comply or cause Tenant to comply with all governmental requirements applicable to the Properties; (5) except as required by a governmental agency, not place or permit to be placed on any portion of any Property any new improvements of any kind or remove or permit any improvements to be removed from any Property without the prior written consent of Buyer; (6) not restrict, rezone, file or modify any development plan or zoning plan or establish or participate in the establishment of any improvement district with respect to all or any portion of any Property without Buyer’s prior written consent; and (7) without Buyer’s prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon any Property or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances; (vii) Seller shall and hereby does assign to Buyer, effective as of ▇▇▇, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about any Property (including Hazardous Materials released on any Property prior to ▇▇▇ and continuing in existence on such Property at ▇▇▇); Master Purchase Agreement and Escrow Instructions Walgreens — Multi-Site (viii) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser, and Seller shall instruct Broker that it may not provide a copy of nor disclose any of the terms of this Agreement to any appraiser without the prior written consent of Buyer; and (ix) should Seller receive notice or knowledge of any information regarding any of the matters set forth in this Section 13 after the Effective Date and prior to ▇▇▇, Seller will immediately notify Buyer of the same in writing. All representations, warranties and covenants made in this Agreement by Seller shall survive the execution and delivery of this Agreement and ▇▇▇ for a period of nine (9) months. Seller shall and does hereby indemnify against and hold Buyer harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller’s warranties or covenants. Seller’s indemnity and hold harmless obligations shall survive ▇▇▇ for a period of nine (9) months.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as followsof the Effective Date and again as of ▇▇▇ that: (ai) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party; (ii) to Seller’s knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction; (iii) to Seller’s knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities; (iv) there are no suits or claims pending or to Seller’s knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (v) the Seller’s Diligence Materials provided to Buyer are and will be correct and complete copies of the corresponding documents in Seller’s possession; (vi) Seller has full power and authority to execute, deliver and perform under this Agreement as well as’ under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits; (vii) Seller is a [non-profit corporation duly organized, validly existing authorized and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, enter into this Agreement and to execute, deliver, carry out Seller’s obligations and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do transaction will not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument agreements to which Seller is a party or by which Seller or its properties or assets may be bound or affectedparty; (viii) to Seller’s knowledge, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result inexecution, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution delivery and performance of this agreement Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not conflict with or constitute a breach or default under any contract other agreement, law or agreement of any kind to court order under which Seller is a party or may be bound; (ix) there are no sale, listing or leasing commission obligations affecting the Lease or the Property as of the date hereof, except with regard to the sale commission of the Broker which shall be paid by Seller at ▇▇▇, and no such agreements shall affect the Lease or the Property as of the date of the ▇▇▇; (x) Seller has sent no written notice of default to Tenant and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any judgmentwritten notice of default from Tenant that is still outstanding; Seller has not received any written notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, orderwillingness or intent to amend, statutemodify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to any of the foregoing; (xi) Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the ▇▇▇; (xii) Tenant has no right of first offer or first refusal to purchase the Property or any portion thereof. Seller has performed and will continue to perform all of the obligations, and has observed and will observe all of the covenants, required of the landlord under the Lease arising prior to the date of the COB. Except as specifically set forth in the Lease, there are no agreements with Tenant for the performance of any work by Seller, as landlord, at the Property. (b) Further, Seller hereby covenants to Buyer as of the Effective Date that: (i) Seller will not enter into nor execute any agreement, written or oral, under which Seller is or could become obligated to sell the Property, or regulation any portion thereof, to a third party, without Buyer’s prior written consent; (ii) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use; (iii) except for any item to be prorated at ▇▇▇ in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to ▇▇▇ shall be paid in full by Seller; (iv) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be prorated at ▇▇▇) have been paid or will be so paid by Seller prior to ▇▇▇; (v) between the Effective Date and ▇▇▇ or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to the Property or any part thereof, or terminate, amend, modify, extend or waive any rights under the Lease without Buyer’s prior written consent, which consent may be withheld at Buyer’s reasonable discretion; (vi) between the Effective Date and ▇▇▇ or any earlier termination of this Agreement, Seller shall, at its sole cost: (1) continue to operate the Property as heretofore operated by Seller subject to Buyer’s rights under this Agreement to direct specific activities of Seller; (2) maintain or cause Tenant to maintain the Property in its current condition and perform required and routine maintenance and make replacements of each part of the Property that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or malfunctioning portion the Property that is tangible property (whether real or personal) as the relevant conditions require; (3) except as required by a governmental agency, not place or permit to be placed on any portion of the Property any new improvements of any kind or remove or permit any improvements to be removed from the Property without the prior written consent of Buyer; · (4) without Buyer’s prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Premises or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances; and (5) cause Tenant to comply in all material respects with the terms, covenants and conditions of the Lease; (vii) Seller shall and hereby does assign to Buyer, effective as of ▇▇▇, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about the Property (including Hazardous Materials released on the Property prior to ▇▇▇ and continuing in existence on the Property at ▇▇▇); (viii) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser; and (c) As used in this Section 13, the term “to Seller’s knowledge” (i) shall mean and apply to the actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ (“Involved Party”), who was directly engaged in the acquisition of the Property, the management of the Property and/or the sale and purchase transaction described in this Agreement, and not to any other parties, (ii) shall mean the current actual knowledge of such Involved Party, without any investigation or inquiry of any kind, it being understood and acknowledged that such Involved Party, in many instances, may not have been involved in all day-to-day operations of the Property; (iii) shall not mean that such Involved Party is charged with knowledge of the acts, omissions and/or knowledge of the predecessors in interest in and to the Property or with knowledge of the acts, omissions and/or knowledge of Seller’s agents; and (iv) shall not apply to or be construed to apply to information or material which may generally or incidentally be in the possession of Seller, but which is not actually known to the Involved Party. (d) If Seller becomes aware of any fact or circumstance which would change or render incorrect, in whole or in part, any representation made by Seller under this Agreement, whether as of the date given or at any time thereafter through and including the Closing Date and whether or not such representation was based on Seller’s knowledge and/or belief as of a certain date, Seller shall give prompt written notice of such change, fact or circumstance to Buyer. If Buyer elects to close the transactions contemplated hereby, Seller’s liability for misrepresentation or a breach of warranty, representation or covenant wherever contained in this Agreement shall exclude any fact or circumstance of which (i) Seller learns after the date of this Agreement and notifies Buyer under this Section 13(e) prior to ▇▇▇ or (ii) Buyer learns prior to the ▇▇▇, and Buyer shall be deemed to have waived and shall have no recourse against Seller for any liability for any misrepresentation, breach of warranty, representation or covenant by reason of the failure of any such fact or circumstance to have been disclosed to Buyer on the date of this Agreement. If such new information results in the failure to satisfy a contingency as set forth in Section 12 above, then Buyer may elect to terminate this Agreement under and subject to the terms and conditions of Section 12, but Seller shall not be liable to Buyer for having updated or modified such representation, unless Seller knew on the Effective Date that the representation was untrue or incorrect or if the representation became untrue or incorrect as a result of Seller’s acts or omissions after the Effective Date. (e) All representations, warranties and covenants made in this Agreement by Seller shall survive the execution and delivery of this Agreement and ▇▇▇ for nine (9) months after ▇▇▇. Seller shall and does hereby indemnify against and hold Buyer harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller’s warranties or covenants. Seller’s indemnity and hold harmless obligations shall survive ▇▇▇ for a period of nine (9) months. After ▇▇▇, the liability of Seller in connection with any express representation of Seller provided in this Agreement shall not exceed the sum of One Hundred Thousand and No/100 Dollars ($100,000).

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require to Seller’s actual knowledge, there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any consent or approval Property (other than as shown on the Title Report); any existing financing secured by any governing body Property or shareholders of Seller, other than that which has been obtained any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and any defeasance, lender approval or prepayment obligations with respect to any existing financing will not delay ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting any Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) to Seller’s actual knowledge, no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements under any Lease for any period subsequent to ▇▇▇; (xii) all amounts due and payable by Seller under the Contracts have been paid in full and no default of Seller now owned exists under any of the Contracts and, to Seller’s knowledge after due inquiry, no default of any other party exists under any of the Contracts; (xiii) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xiv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or hereafter acquiredhas existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants, as follows: a. Seller has good title to all of the assets, described in Exhibits "A" and "B" in this Agreement, and the same are or will be at closing date, free and clear of all liens, attachments and encumbrances, with the exception of the lease described in paragraph 5, above. b. There are no claims, disciplinary proceedings, notices to initiate litigation, litigation, judgments, orders, investigations, or other proceedings pending or threatened against or relating to Seller or title or interest in any of the Purchased Assets, intended to be sold, transferred or assumed hereunder, or which would materially affect the ownership, use or operation of same by Buyer, and, to the best of Sellers knowledge after diligent inquiry, there is no basis therefor. c. Seller has paid, or will have paid, by the closing date, all taxes, or other charges assessed to the effective date with respect to the property and assets to be transferred or assigned hereunder. d. The property and assets intended to be sold, transferred or assigned hereunder are in good operating condition, ordinary wear and tear excepted. e. Seller warrants that it has filed all federal income tax and all excise, sales and income tax returns for the State of North Dakota, and all state and local tax or employment reports and all other tax returns which are required to be filed and that such returns are accurate and complete. f. No representation or warranty made by Seller hi this Agreement, or any statement or certificate furnished or to be furnished by Seller in connection with the transaction contemplated, contains or will contain any untrue statement, nor shall Seller omit to state a material fact necessary to make the statements contained therein not misleading. g. All employees of Seller, including but not limited to, those either directly employed by Seller or hired by or through a third party for Seller or for Seller's benefit, shall be terminated as of 12:01 a.m., on the closing date. Seller shall be responsible for all taxes, employees' costs, wages, salaries, benefits, workers' compensation and unemployment compensation premiums, charges and claims to the closing date. Buyer shall retain those employees of its choosing and be responsible for all taxes and employee benefits thereafter. h. All rental payments on the leases which are due and owing or will be due and owing to the date of closing, have been or will be paid by Seller. All leases are in full force and effect and are enforceable in accordance with their terms, no party thereto is in material default or breach thereunder, and the Seller has not received or sent notice of breach or default thereunder. i. Seller will not, between the date hereof and closing, or any management period, without Buyer's prior written consent: (ai) Mortgage, pledge or subject to lien, charge or otherwise encumber the assets, inventory, rights, contracts or personal property sold, transferred or assigned hereunder; or, (ii) Sell or transfer any of the assets, inventory, rights, contracts and personal property sold, transferred or assigned hereunder except for trade-in-stock sold in the normal course of business. j. All utilities, amenities, and personal property shall be in good working condition at the closing and shall be in substantial compliance with applicable fire, zoning, building code, health or labor regulations. That Seller has not received any formal notification of any kind of any defects or deficiencies in said equipment, assets and personal property from any source which have required repair and have not been repaired. k. Without material omission, the inventory furnished by Seller to Buyer represents a true and accurate description of all of the tangible personal property currently used exclusively in the business. l. All contracts, agreements, commitments and understandings, if any, in connection with or relating to the present or future operation of the business are listed in Exhibit "B". Seller is not now and at the closing will not be in default under any of the contracts assigned to Buyer under this Agreement and all are assumable by Buyer on the same terms and conditions available to Seller. m. Seller now has in force adequate fire and liability insurance and will obtain such insurance until the closing. In the event of a claim, proceeds shall first be used to replace the lost or damaged item or items. n. There is no litigation or claim pending or to the knowledge of Seller or their agents, threatened against Seller which might have a material adverse effect upon the rights, title or interest of Seller in the property and assets to be transferred hereunder or the ownership, use or possession of the business or said property and assets by Buyer. o. On closing all tax assessments on the business or its assets or property will be paid, and there will be no tax liens on any property being transferred by this Agreement. Seller has received no notice of any dispute. p. This Agreement and transaction will not put Seller in default of any loan agreement, on closing, or thereafter and Seller will not default on any obligations after the Closing Date which relate to and/or effect Buyer's title to, and/or right or possession of the Purchased Assets. q. Exhibits "A" and "B" list all personal and other property used by the business. All such property is in good and marketable condition and can be used for its intended function in the operation of the business. r. The business is in compliance with all applicable fire, zoning, health, building, labor, and federal, state and local laws and regulations, and Seller has no notice of any violation. s. Seller has received no notice of any action or government proceedings in eminent domain or otherwise, which would affect the subject property, nor does Seller know of the existence of any fact which night give rise to such proceedings. t. Neither Seller, nor the subject property, has any obligations under any employment, maintenance, management or service contract, except as expressly set forth herein. u. Seller shall continue to operate business in a normal, professional and customary manner until closing, and during a management period, if any, but Seller shall not substantially increase trade-in-stock, inventory, or assets without the written consent of Buyer. v. The income tax returns, tax statements, sales information and other information provided to Buyer, are true, accurate and as represented by Seller. w. Seller is a [non-profit corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; North Dakota, and Seller has all requisite corporate power and authority to conduct enter into this Agreement. This Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementterms. (b) x. The execution, delivery, and performance of its obligations under this agreement Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: not (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii1) violate any Applicable Lawlaw, regulation, or violate statute applicable to Seller; (2) require the consent, waiver, approval, license or authorization of, or filing with, any provision in any corporate documents person or entity other than the consent of Seller, the violation of which could have a material adverse effect on the ability of Seller third parties to perform its obligations under this agreement; leases; or (iii3) conflict with or result in a breach or termination of, constitute a default under Seller’s corporate charter or bylawsunder, or under result in the creation of any lien charge, or encumbrance upon any of the assets of Seller pursuant to any provision or security interest, or other agreement relating to the management or affairs of Sellerinstrument, or any indenture or loan or credit agreementorder, judgment, decree or any other agreementrestriction of any kind or character, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound bound. y. The sale and transfer of the Purchased Assets will not render Seller insolvent (within the meaning of the Uniform Fraudulent Conveyance Act or affected11 U.S.C., Sections 101(31). z. Seller shall have the breach or obligation to notify Buyer immediately upon Seller's default of which could reasonably be expected any obligation under, relating to have a material adverse effect on and/or affecting this Agreement or Buyer's right, title to or interest in the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPurchased Assets. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require any consent or approval by any governing body or shareholders of Seller, there are no unrecorded leases (other than that the Lease), liens or encumbrances which may affect title to the Property of which the Seller is a party or has been obtained knowledge ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 (except as provided in Section 43 below or as necessary in the ordinary course of business for the Seller to complete construction of the Phase II Building as required pursuant to the Lease and is which will be removed, released or discharged prior to ▇▇▇); any existing financing secured by the Property or any part thereof shall be satisfied and discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇ or within a reasonable time thereafter to the extent permitted by law and the Escrow Agent and in accordance with customary conveyancing practices in the Commonwealth of Massachusetts; and Seller does not have any defeasance or obligations with respect to any existing financing which will delay the ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of the Property by any provision in any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a breach or constitute a default under lien upon the Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under any agreement relating to taking by inverse condemnation of the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting the Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell the Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land‑use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land‑use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the breach or Transfer Documents; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 (x) no default of which could reasonably be expected Seller exists under the Lease; Seller has sent no written notice of default to have a material adverse effect on Tenant and, to Seller’s knowledge, no default of Tenant exists under the ability Lease; Seller has not received any notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements for any period subsequent to ▇▇▇, except as set forth on Exhibit J attached hereto; (xii) to the extent Seller is the original landlord under the Lease, the Lease was negotiated in an arms-length transaction; (xiii) all amounts due and payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller now owned exists under any of the Contracts or hereafter acquiredany of the REA’s and, to Seller’s knowledge after due inquiry, no default of any other party exists under any of the Contracts or any of the REA’s; (xiv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials and in Section 45, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as followswarrants, and covenants and agrees with Buyer, on behalf of itself and each of its partners that: (a) Seller is a [non-profit corporation limited liability partnership duly organized, validly existing and in good standing under the laws of the State of Delaware]____________. Seller is qualified has all necessary power and authority to do business in each make, execute and deliver this Agreement and all other jurisdiction where agreements and documents to be executed and delivered by it pursuant to this Agreement without the failure to so qualify would have a material adverse effect on need for the business consent of any other person or financial condition of Sellerentity; and Seller has taken all requisite power necessary actions required to be taken to authorize it to execute and authority to conduct its business, to own its propertiesdeliver this Agreement and such other agreements, and to executeperform all of its obligations, deliverundertakings and agreements to be observed and performed by it hereunder and thereunder. This Agreement and such other agreements have been duly authorized by each partner of Seller, have been duly executed and perform its delivered by Seller and constitute the legal, valid and binding obligations under this agreementof Seller, enforceable against it in accordance with the respective terms hereof. (b) The executionNeither the execution and delivery of this Agreement, deliverynor the consummation of the transactions contemplated by this Agreement, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawconstitute a violation of, or violate any provision be in any corporate documents of Sellerconflict with, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) or result in a breach cancellation of, or constitute a default under Seller’s corporate charter or bylawsunder, or under create (or cause the acceleration of the maturity of) any debt, obligation or liability affecting, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any of the Purchased Assets under: (i) the partnership agreement relating to the management or affairs other governing documents of Seller; (ii) any applicable judgment, decree, order, regulation or rule of any indenture court or loan governmental authority; (iii) any applicable statute or credit law; or (iv) any contract, agreement, indenture, lease or any other agreement, lease, or instrument commitment to which Seller is a party or by which Seller it or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the its assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementare bound. (c) This No consent of, or notice to, any governmental authority or any other third person or entity is required to be obtained or given by Seller in connection with the execution, delivery or performance of this Agreement or any other agreement is a valid and binding obligation of or document to be executed, delivered or performed hereunder by Seller. (d) The execution Except as described in EXHIBIT F, there are no lawsuits, proceedings, actions, claims or governmental investigations pending or, to the knowledge of Seller, threatened against Seller or against or involving any of the Purchased Assets. There are no unsatisfied judgments against Seller. (e) Seller is the sole owner of and performance has good and valid title to all of the Purchased Assets, and upon the consummation of the transaction contemplated by this agreement Agreement, Buyer will not conflict with take the Purchased Assets free and clear of all mortgages, liens, pledges, charges, security interests, encumbrances or constitute a breach or default under any contract or agreement other third party interests of any kind whatsoever. (f) No broker or finder has acted on behalf of Seller in connection with this Agreement or the transactions contemplated herein, and Seller agrees to which Seller is a party indemnify Buyer and its affiliates from and against any and all claims or demands for commissions or other compensation by any judgmentbroker, order, statute, finder or regulation that is applicable similar agent claiming to have been employed by or on behalf of Seller.

Seller’s Representations, Warranties and Covenants. In order to induce Buyer to enter into this Agreement, Seller hereby represents and warrants to Buyer that as followsof the date of this Agreement and the Closing Date: (a) Seller is a [non-profit corporation liability company duly organizedformed, validly existing and in good standing under the laws of the State state of Delaware]. Seller is qualified to do business its organization as set forth in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition opening paragraph of Seller; this Agreement, and Seller has all requisite right, power and authority to conduct its business, to own its properties, and to execute, deliver, deliver and perform its obligations under this agreement.Agreement; (b) The execution, delivery, and performance of its obligations under this agreement by Seller have This Agreement has been duly authorized for execution, delivery and performance by all necessary corporate actionSeller, has been duly executed and delivered by Seller, and do not constitutes the valid and will not: (i) require any consent or approval by any governing body or shareholders binding agreement of Seller, other than that which has been obtained and is enforceable against Seller in full force and effectaccordance with its terms; (iic) violate There is no pending or threatened litigation, condemnation or similar proceeding affecting the Real Property or any Applicable Lawpart thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated; (d) There are no unpaid charges, costs, or violate expenses for improvements in, on, or upon the Real Property which might form the basis for a claim for or affixation of any provision type of mechanics, materialman’s, laborer’s, artisan’s, or other statutory lien; (e) There are no parties in possession of any corporate documents portion of the Real Property as lessees, tenants at sufferance, licensees, or trespassers and no person or entity has any right or option to lease, purchase, occupy, or possess all or any part of the Real Property or any interest therein; (f) Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code; and (g) To the knowledge of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach Real Property does not contain any hazardous wastes, hazardous substances or constitute a default under Seller’s corporate charter or bylawsmaterials, toxic materials, or the like, as defined or designated in any federal, state, or local law or environmental statute, regulation, or ordinance, including asbestos, nor does the Real Property contain any environmental hazard under any agreement local, state, or federal laws or regulations applicable to the Real Property. An environmental issue was identified in connection with petroleum originating from a neighboring property affecting the Real Property in 1991. Environmental cleanup work was conducted by Seller and in 2004 Seller received a “No Further Action Required” letter from the Georgia EPD. Except for that cleanup work, to the knowledge of Seller, the Real Property has been operated in compliance with all environmental protection, pollution and land use laws, regulations, and ordinances, whether federal, state, or local. Seller has received no formal or informal inquiry from any person or entity relating to off-site transport, storage, treatment, disposal or the existence of any solid waste, hazardous waste, or hazardous substance in any way relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to Real Property which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementhas not been resolved. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware]state in which the Facility is physically located. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (b) The execution, delivery, and performance of its obligations under this agreement PPA by Seller have been duly authorized by all necessary corporate company action, and do not and will not:not:‌ (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect;effect (evidence of which shall be delivered to MP upon its request). (ii) violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement.PPA.‌ (c) This agreement PPA is a valid and binding obligation of Seller., subject to the contingencies identified in Article I. (d) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. (e) To the best knowledge of Seller, and except for those permits, consents, approvals, licenses and authorizations identified in Exhibit E, which Seller anticipates will be obtained by Seller in the ordinary course of business, all permits, consents, approvals, licenses, authorizations, or other action required by any Governmental Authority to authorize Seller’s execution, delivery and performance of this PPA have been duly obtained and are in full force and effect. (f) Seller intends to comply with all applicable local, state, and federal laws, regulations, and ordinances, including but not limited to any applicable equal opportunity and affirmative action requirements and all applicable federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the Term of this PPA. (g) Seller shall disclose to MP, to the extent that, and as soon as it is known to Seller, any violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the Facility or on the Site, alleged to exist by any Governmental Authority having jurisdiction over the Site, or the existence of any past or present enforcement, legal, or regulatory action or proceeding relating to such alleged violation or alleged presence of Environmental Contamination.‌

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants to Purchaser as follows, provided that in the event any warranty or representation is false or inaccurate or any covenant is breached in any material fashion as of the Closing Date or any time prior thereto, Purchaser may terminate this Contract: (a) a. Seller is and will be at the time of closing hereunder, the present owner of marketable title to the Property in fee simple absolute. b. The Property is not subject to any sale contract or other agreement concerning the transfer or lease of the Property, and Seller shall not enter into any such sale contract or agreement with respect to the Property at any time prior to Closing and so long as this Contract is in effect. c. Seller is a [non-profit corporation North Carolina general partnership, duly organizedformed, validly existing and in good standing under the laws of the State state of Delaware]its formation. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite necessary power to execute and authority to conduct its business, to own its properties, and to execute, deliver, deliver this Contract and perform all its obligations under this agreement. (b) hereunder. The execution, delivery, delivery and performance of its obligations under this agreement Contract by Seller have (i) has been duly and validly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders action on the part of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, does not conflict with or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs violation of Sellerits organizational documents, or any indenture judgment, order or loan decree of any court or credit agreement, or arbiter in any other agreement, lease, or instrument proceeding to which Seller is a party or by which Seller or its properties or assets may be bound or affectedparty, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or and (iviii) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will does not conflict with or constitute a breach of, or constitute a default under under, any contract contract, agreement or agreement of any kind other instrument by which Seller or the Property is bound or to which Seller is a party party. d. Seller does not have knowledge of any structural or other material defect in the improvements on the Property. e. The execution and delivery of this Contract by Seller and the performance by Seller of its obligations hereunder will not conflict with or result in a breach of any order, judgment, orderwrit, statuteinjunction or decree of any court or governmental instrumentality. f. Seller and its general partners, agents, employees and attorneys have not received notice of any violation of any fire, zoning, building or regulation health laws or regulations or of any other governmental violation which affects the Property and Seller has not received notice from any governmental authority requiring any alterations or modifications to the Property. In the event Seller obtains knowledge or receive notice of any such violation, Seller shall immediately notify Purchaser in writing and Purchaser shall have the right, within twenty (20) days after the receipt of such notice from Seller, to terminate this Contract or to accept the Property "as is" and close on the purchase of the Property, with Purchaser being given credit to the Total Purchase Price equal to the reasonably anticipated expense of curing such violations; provided, that is applicable Purchaser shall have no such right to Sellerterminate if Seller shall remedy to Purchaser's satisfaction any such problem in sufficient time for the closing hereunder to occur; (1) As used in this Contract, the term "Hazardous Substances" shall mean any asbestos, flammable substances, explosives, radioactive materials, PCB-laden oil, hazardous materials, hazardous waste, pollutants, contaminants, toxic substances, pollution or related materials specified as such and/or regulated under any federal, state or local laws, ordinances, rules, regulations or policies governing use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of such materials, including, without limitation, Section 9601 of Title 42 of the United States Code.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer, as followsof the Effective Date hereof and covenants to Buyer at all times during the term of this Agreement, as follows and acknowledges that Buyer is relying upon such representations, warranties and covenants in connection with the purchase of Ethanol under this Agreement: (a) Seller is a [non-profit corporation duly organizedSubject to any security interest held by Seller’s senior secured lender, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has title to all requisite power and authority Ethanol delivered hereunder, it has the right to conduct its business, sell the same to own its propertiesBuyer, and to executethe Ethanol is free from any liens or encumbrances; EXCEPT AS PROVIDED IN SECTION 12.1(a), deliverAND AS PROVIDED 1N ARTICLE 6 WITH RESPECT TO THE QUALITY OF ETHANOL TO BE DELIVERED, and perform its obligations under this agreementTHERE ARE NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) The executionSeller covenants that it shall procure and maintain in force all licenses, delivery, consents and performance approvals required for its operation of its obligations the Plant and manufacture and sale to Buyer of the Ethanol under this agreement by Seller have been duly authorized by all necessary corporate actionAgreement and shall be solely responsible for and indemnify Buyer against any costs, and do not and will not: (i) require any consent liabilities or approval by any governing body or shareholders fines arising out of Seller’s failure to comply with any applicable requirements of such licenses, other than that which has been obtained consents and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementapprovals. (c) This agreement is Seller covenants that it will maintain accurate and complete production and delivery records in a valid prudent and binding obligation businesslike manner in accordance with sound commercial practices in respect of SellerEthanol produced by Seller at the Plant. (d) The execution and performance of this agreement Seller covenants that it will not conflict with or constitute a breach or default under any contract or agreement promptly notify Buyer of any kind actual or anticipated production downtime or disruption to which Ethanol availability. (e) Seller is a party or any judgment, order, statute, or regulation that is applicable to SellerU.S. entity for purposes of state and federal income and excise taxes.

Seller’s Representations, Warranties and Covenants. Buyer acknowledges and agrees that, except as expressly provided herein or in the documents to be delivered by Seller hereby represents under Paragraph 8 hereof, Seller has made absolutely no representations or warranties regarding the Property, including, without limitation, its condition, its past use, or its suitability for Buyer’s intended use thereof, and warrants that Buyer is purchasing the Property on an “AS-IS, WHERE-IS, WITH-ALL-FAULTS” basis. Notwithstanding the foregoing, in consideration of Buyer entering into this Agreement and as followsan inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties, each of which is material and is being relied upon by Buyer. These representations and warranties shall survive for a period of six (6) months following the Close of Escrow: (a) Seller is a [non-profit corporation duly organizedhas the legal right, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, enter into this Agreement and to own its propertiesconsummate the transactions contemplated hereby, and to execute, deliver, and perform its obligations under this agreement. (b) The the execution, delivery, delivery and performance of its obligations under this agreement by Seller Agreement have been duly authorized and no other action by all necessary corporate actionSeller is requisite to the valid and binding execution, delivery and do performance of this Agreement. All persons executing this Agreement on behalf of Seller have the authority to bind Seller. Consummation by Seller of the sale of the Property is not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result or in a breach or conflict with, nor does it constitute a default under Seller’s corporate charter under, any term or bylaws, or under provision of the organizational documents of any agreement relating to the management or affairs of party constituting Seller, or of any indenture agreement or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller is bound; (b) Except as disclosed in the Seller’s Documents, there is no litigation or its properties proceeding pending or, to Seller’s actual knowledge, threatened (i) against Seller that arises out of the use or assets may be bound ownership of the Property, or affected, (ii) that might affect the breach Property or default of which could reasonably be expected to have a material adverse effect on adversely affect the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement.Agreement; (c) This agreement is a valid and binding obligation No attachments, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to Seller.’s actual knowledge, threatened against Seller, nor are any of such proceedings contemplated by Seller; (d) The execution Except as disclosed in the Seller’s Documents, there are no pending condemnation actions nor, to Seller’s actual knowledge, threatened condemnation actions affecting the Property; (e) To Seller’s actual knowledge, the copy of the Lease delivered to Buyer in connection with the delivery of Seller’s Documents is a true and performance correct copy of this agreement will not conflict with or constitute a breach or default under any contract or agreement the Lease and all amendments thereto; (f) To Seller’s actual knowledge, there are no contracts of any kind relating to which the management, leasing, operation, maintenance or repair of the Property, except the Contracts disclosed as a part of the Seller’s Documents. To Seller’s actual knowledge, Seller has not received any written notice alleging that it has failed to timely perform all of the obligations required to be performed by it, nor alleging that Seller is a party or otherwise in default under, any judgmentof the Contracts; (g) To Seller’s actual knowledge, orderthe operating statements to be delivered to Buyer pursuant to this Agreement shall show all items of income and expense (operating and capital) incurred in connection with Seller’s ownership, statuteoperation, or regulation that is applicable and management of the Property for the periods indicated and shall be, to Seller’s actual knowledge, true, correct, and complete in all material respects; (h) To Seller’s actual knowledge Seller has all licenses, permits and certificates necessary for the current use and operation of the Property as an industrial warehouse facility. To Seller’s actual knowledge, Seller has not received, nor is aware of, any written notice from any insurance company or underwriter of any defects in the Property that would cause an increase in insurance premiums. To Seller’s actual knowledge, Seller has not received any written notices of violations or alleged violations of any building code or other law with respect to the Property which have not been corrected to the satisfaction of the issuer of the notice; (i) Except as otherwise disclosed in the Seller’s Documents (copies of such reports having been provided by Seller to Buyer), (i) to Seller’s actual knowledge without investigation, during its ownership of the Property, Seller has not caused nor has any other party caused any Hazardous Materials (other than de minimis amounts) to be released on or under the Property; and (ii) to Seller’s actual knowledge, Seller has not received any written notice that the Property is in violation of any Hazardous Materials laws. As used herein, “Hazardous Materials” shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state in which the Property is located or the United States Government, including, but not limited to, any material or substance defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous material,” or “toxic pollutant” under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.;

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants, and warrants covenants to the Buyer that as follows:of the date of the execution of this Agreement: [insert state (a) Seller is a [non-profit corporation duly organized, organized and validly existing as a where incorporated or registered] limited liability company, and has the lawful power to engage in good standing under the laws business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and transacted by it makes such qualification necessary; b) Seller has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller hereunder; all such actions have been duly authorized by all necessary corporate actionproceedings on its part; c) This Agreement has been duly and validly executed and delivered by Seller and, as of the Effective Date, constitutes a legal, valid and do not and will not: (i) require any consent or approval by any governing body or shareholders binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than that which has been obtained and is in full force and effectsimilar laws affecting the rights of creditors generally or by general principles of equity; (iid) violate any Applicable LawThere are no actions, suits, proceedings or violate any provision in any corporate documents investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the violation of which could aggregate are reasonably likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability of Seller to perform its obligations under this agreementAgreement; (iiie) result in a breach Seller will deliver to Buyer at the Delivery Point the Delivered Energy free and clear of all liens, security interests, claims and encumbrances or constitute a default under Seller’s corporate charter or bylawsany interest therein, or under thereto, by any agreement relating Person. f) Prior to conveyance to Buyer, ▇▇▇▇▇▇ holds and will hold throughout the management or affairs Term, the rights to all Environmental Attributes, which it has conveyed and has committed to convey to Buyer hereunder; and g) The execution, delivery and performance of Sellerthis Agreement by Seller will not conflict with its governing documents, any applicable laws, or any indenture or loan or credit covenant, agreement, understanding, decree or any other agreement, lease, or instrument order to which Seller is a party or by which Seller or its properties or assets may be it is bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. 8.1 SELLER’S REPRESENTATIONS AND WARRANTIES. Seller hereby represents and warrants as followsto Purchaser the following: (a) Seller is a [nonhas or will have at Closing good, indefeasible, and fee simple title to the Property, free and clear of all mortgages, liens, encumbrances, leases, tenancies, security interest, covenants, conditions restrictions, rights-profit corporation duly organizedof-way, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each easements, judgments or other jurisdiction where the failure to so qualify would have a material adverse effect matters affecting title other than those shown on the business or financial condition of Seller; Commitments and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementotherwise permitted herein. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have This Contract has been duly authorized and executed by all necessary corporate actionSeller and is a valid and binding obligation of, and do not is enforceable, in accordance with its terms, against Seller. The documents delivered to Purchaser at Closing will be duly authorized and executed by Seller and will not:be a valid and binding obligation of, and will be enforceable in accordance with their terms, against Seller. (ic) require There is no pending or threatened condemnation or similar proceeding affecting the Property or any consent portion thereof, or approval by pending public improvements, liens, or special assessments, in, about or outside the Property which will in any governing body manner affect the Property or shareholders access to the Property or Purchaser’s use of the Property as a gaming facility, nor any legal action of any kind or character whatsoever affecting the Property which will in any manner affect Purchaser upon the consummation of the Closing, nor is any such action presently contemplated. (d) To the best of Seller’s knowledge Seller has complied with all applicable laws, other than that which has been obtained ordinances, regulations, statutes, rules and is restrictions pertaining to and affecting the Property, and Seller’s performance of this Contract will not result in full force and effect; (ii) violate any Applicable Lawbreach of, or violate constitute any provision in any corporate documents of Sellerdefault under, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) or result in a breach the imposition of, any lien or constitute a default under Seller’s corporate charter or bylaws, or encumbrance upon the Property under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties the Property might be bound. (e) Seller will operate and manage the Property in substantially the same manner it has been operated and managed prior to the execution of this Contract and will maintain the physical condition of the Property in the same or assets may better condition as it presently exists to the date of Closing, reasonable wear and tear excepted. (f) The Operating Schedule delivered pursuant to Section 6.3(b) is the most recent monthly statement of income and expense in connection with the operation and maintenance of the Property. The balance of such statements for the preceding months shall be bound made available to Purchaser promptly upon request. (g) No action has been taken with respect to work performed or affecteddelivery of material which would give rise to a lien on the Property and at Closing, there will be no claim in favor of any person or entity which is or could become a lien on the Real Property, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result inImprovements, or require the creation Personal Property, arising out of the furnishing of labor or imposition ofmaterials at Seller’s request; there will be no unpaid assessments against the Property, except for property taxes assessed but not due and payable at the time of Closing; and there will be no claim in favor of any mortgageperson or entity (including the present management company) for any unpaid commissions or fees for leasing of the Property. In the event of any such claims at Closing, deed Seller shall, at Purchaser’s option: (i) establish with the Title Company an escrow of trust, pledge, lien, security interestfunds in an amount and upon conditions reasonably acceptable to Seller and Purchaser, or other charge (ii) provide a bond in favor of purchaser or encumbrance of any nature Title Company (other than or Title Company’s underwriter) in such amount, upon such conditions and for such purposes as may be contemplated satisfactory to Purchaser, Seller and Title Company, in either case for the purpose of providing for such claims and/or inducing the Title Company to insure Purchaser’s title to the Property free and clear of such claims. (h) Seller agrees that benefits or compensations accrued prior to Closing, and due or claimed to be due either before or after Closing, to employees or former employees of Seller shall constitute obligations of Seller only, and Seller agrees to indemnify, defend and hold Purchaser harmless from all such obligations and claims. (i) Seller will not borrow any money or do, or fail to do, any other act or thing which would cause the Real Property, the Improvements or any Personal Property to become pledged or otherwise utilized as collateral or in any way stand as security for any indebtedness or obligation. (j) All due and owing ad valorem taxes and personal property taxes, together with all current assessments or other charges for utilities, roads or the widening of such roads, or any other fees imposed by this agreement) upon or any governmental authority with respect to any of the assets Property, have been paid in full or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably will be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementpaid at closing. (ck) This agreement is a valid The representations, warranties and binding obligation covenants of Sellerthe Seller contained in this Contract or in any document delivered to Purchaser pursuant to the terms of this Contract (whether in this Article VIII or elsewhere in this Contract): (i) shall be true and correct in all material respects and not in default at the time of Closing, just as though they were made at such time; and (ii) Seller shall deliver to Purchaser, at Closing, an affidavit to that effect. (dl) The execution To the best of Seller’s knowledge and performance of this agreement will not conflict with belief, no Hazardous Substances (as defined in Section 6.2(c), above) are located on or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Sellerabout the Property.

Seller’s Representations, Warranties and Covenants. A. The Seller hereby represents represents, warrants and warrants covenants to the Purchaser as follows: (ai) Seller is a [non-profit corporation duly organizedThere are no judgments, validly actions, suits, proceedings, orders, investigations or claims pending, existing and in good standing under or to the laws best of the State Seller's knowledge, threatened against the Property, at law or in equity, or before any governmental agency, nor is the Property the subject of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business any governmental investigations or financial condition of Seller; and Seller has all requisite power and authority to conduct its businessinquiries, and, to own its propertiesthe best of the Seller's knowledge, and to executethere is no basis for any of the foregoing, deliver, and perform its obligations under this agreementexcept as respects ongoing landlord/tenant legal proceedings in the ordinary course of the Seller's operation of the apartment project at the Property. (bii) The executionThere are no employment contracts, deliveryservice contracts, or other agreements or obligations affecting the Property or the operation of the apartment project other than those listed on EXHIBIT B, attached hereto and made --------- a part hereof and those executed between the date hereof and the closing which shall be executed in the ordinary course of business after the consent of Purchaser is obtained, which consent will not be unreasonably withheld, and performance which shall be added to EXHIBIT B at closing. As of its obligations under this agreement by Seller have been duly authorized by the date of the closing, --------- all necessary corporate action, such contracts and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is agreements are in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a effect and there are no existing material adverse effect on the ability of Seller to perform its obligations under this agreement;defaults thereof. (iii) result Prior to and through the date of closing, the Seller shall cause the Property to be operated and maintained diligently and the ordinary business of the activities of the Property conducted in a breach or constitute a default under Seller’s corporate charter or bylawsmanner that has been customary in his ordinary course of business. During this period, or under without the prior approval of the Purchaser, which approval will not be unreasonably withheld, the Seller shall not enter into any agreement relating to new leases at less than the management or affairs of Seller, posted "street rent" or any indenture restrictive operational contracts for the Property. Furthermore, Seller will not amend any existing lease or loan or credit agreement, or existing contract in any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; ormanner. (iv) result inAll documents, materials, contracts and financial information reviewed by or require delivered to the creation or imposition ofPurchaser in connection with this transaction are true and accurate in all material respects and will be true and accurate in all material respects as of the closing. (v) The Seller has good and marketable title in fee simple to the Premises and to the appurtenant rights and the personal property subject only to permitted encumbrances. (vi) To the best of the Seller's knowledge, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to the current use of the Premises, the Premises presently comply and will at the time of the Closing in all material respects with all applicable restrictive covenants, zoning and subdivision ordinances, building and fire codes, health and environmental laws and regulations, and all other applicable municipal, state or Federal laws, rules and regulations ("Laws"). The transactions contemplated herein will create no violations of any Laws affecting the Premises or any part thereof (including, without limitations, subdivision regulations.) (vii) The Seller has received no notice of any condemnation or eminent domain proceedings or negotiations for the purchaser or any of the assets Premises in lieu of condemnation and, to the best of the Seller's knowledge, no condemnation or properties of Seller now owned eminent domain proceedings or hereafter acquired, negotiations have been commenced or threatened in connection with the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party Premises or any judgment, order, statute, or regulation that is applicable to Sellerportion of it.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (aA) Seller is a [non-profit Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]its creation. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; , and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementAgreement. (bB) The execution, delivery, and performance of its obligations under this agreement Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i1) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to EPE upon its request); (ii2) violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any corporate formation documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementAgreement; (iii3) result in a breach or constitute a default under Seller’s corporate charter formation documents or bylaws, or under any agreement relating to the management or affairs of Seller, Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementAgreement; or (iv4) result in, or require the creation or imposition of, of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementAgreement) upon or with respect to any of the assets or properties of Seller now owned owns or hereafter acquiredacquires, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementAgreement. (cC) This agreement Agreement is a valid and binding obligation of Seller, subject to the contingency identified in Section 6.1 of this Agreement. (dD) The execution and performance of this agreement Agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility. ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (E) To the knowledge of Seller, Seller has identified in Exhibit E to this Agreement all permits, consents, approvals, licenses and authorizations which Seller anticipates will be obtained by Seller in the ordinary course of business, and all permits, consents, approvals, licenses, authorizations, or other action required by any Governmental Authority to authorize Seller’s execution, delivery and performance of this Agreement. Seller shall obtain all such permits, consents, approvals, licenses, and authorizations or other action required by any Governmental Authority identified in Exhibit E prior to the Commercial Operation Date to the extent required for Commercial Operation of the Facility. However, failure of Seller to identify a necessary permit, consent, approval, license or authorization in Exhibit E to this Agreement does not relieve Seller of the obligation under this Agreement to obtain all such necessary Governmental Approvals. (F) Seller shall comply with all applicable local, state, and federal laws, regulations, and ordinances, including but not limited to equal opportunity and affirmative action requirements and all applicable federal, state, and local environmental laws and regulations presently in effect or which may be enacted during the Term of this Agreement. (G) As soon as it is known to Seller, Seller shall disclose to EPE the nature and extent of any (i) Environmental Contamination on or relating to the Site (and Seller shall be solely responsible and liable for any corresponding clean-up and remediation costs), (ii) violation of any laws or regulations; or (iii) litigation, liens, or encumbrances arising out of the construction or operation of the Facility. (H) Seller has obtained sufficient water rights or water supply agreements necessary for uninterrupted operation of the Facility.

Seller’s Representations, Warranties and Covenants. Seller hereby represents --------------------------------------------------- represents, warrants, and warrants covenants as follows: A. With respect to Seller: (a) Seller is a [non-profit corporation and will continue to be duly organized, validly existing existing, and in good standing under the laws of the State United States or under the laws of Delaware]. Seller the jurisdiction in which it was incorporated or organized, as applicable, and has and will continue to maintain all licenses, registrations, and certifications necessary to carry on its business as now being conducted, and is qualified and will continue to do business be licensed, registered, qualified, and in good standing in each other jurisdiction state where property securing a Mortgage Loan is located if the failure to so qualify would have a material adverse effect on the business laws of such state require licensing, registration, or financial condition of Seller; and Seller has all requisite power and authority qualification in order to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementbusiness of the type conducted by Seller. (b) Seller has and will maintain the full corporate or partnership power and authority to execute and deliver the documents contemplated by this Agreement and to perform in accordance with each of the terms thereof and the terms of the Correspondent Manual. The execution, delivery, and performance of its obligations under this agreement Agreement by Seller and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate actionand validly authorized. This Agreement is a legal valid, binding, and do not and will not: (i) require any consent or approval by any governing body or shareholders enforceable obligation of Seller, other than that which and all requisite corporate or partnership action has been obtained taken by Seller to make this Agreement valid and is binding upon Seller, and enforceable in full force and effect;accordance with its terms. (iic) violate any Applicable Law, or violate any provision The consummation of the transactions contemplated by this Agreement are in any corporate documents the ordinary course of business of Seller, and the violation transfer, assignment, and conveyance of which could have a material adverse the Mortgage Notes and Mortgages by Seller are not subject to the bulk transfer laws or any similar statutory provisions in effect on the ability of Seller to perform its obligations under this agreement;in any applicable jurisdiction. (iiid) Neither the execution and delivery of this Agreement, the acquisition and/or making of the Mortgage Loans by Seller, the sale of the Mortgage Loans to Buyer or the transactions contemplated thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach or constitute a default under Seller’s corporate charter or bylawsof any of the terms, conditions, or under any agreement relating to the management or affairs provisions of Seller's articles of incorporation, or any indenture or loan or credit charter, by-laws, partnership agreement, or other organizational documents, or of any other agreement, lease, legal restriction or regulatory directive or any agreement or instrument to which Seller is a party or by which it is bound. (e) Seller has the ability to perform each and every obligation of and/or satisfy each and every requirement imposed on Seller pursuant to this Agreement, and no offset, counterclaim, or its properties defense exists to the full performance by Seller of the requirements of this Agreement. (f) There is no action, suit, proceeding, inquiry, review, audit, or investigation pending or threatened by or against Seller that, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties, or assets may of Seller, or in any material liability on the part of Seller, or that would draw into question the validity or enforceability of this Agreement or the Mortgage Loans or of any action taken or to be bound taken in connection with the obligations of Seller contemplated in this Agreement, or affected, the breach or default of which could reasonably that would be expected likely to have a material adverse effect on impair materially the ability of Seller to perform under the terms of this Agreement. (g) No consent, approval, authority, or order of any court or governmental agency or body is required for the execution and performance by Seller of, or compliance by Seller with, this Agreement, the sale of any of the Mortgage Loans, or the consummation of any of the transactions contemplated by this Agreement. (h) Neither the Correspondent Application, this Agreement, nor any statement, report, or other document furnished or to be furnished by Seller pursuant to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (i) Seller has complied with, and has not violated any law, ordinance, requirement, regulation, rule or other order applicable to its obligations business or properties, the violation of which might adversely affect the operations or financial condition of Seller to consummate the transactions contemplated by this Agreement. (j) Seller will comply with all provisions of this Agreement and the Correspondent Manual and will promptly notify Buyer of any occurrence, act, or omission regarding Seller, the Mortgage Loan, the property securing the Mortgage Loan, or the mortgagor of which Seller has knowledge, which occurrence, act or omission may materially affect Seller, the Mortgage Loan, the property securing the Mortgage Loan, or the mortgagor. B. With respect to each Mortgage Loan offered for sale under this agreementAgreement: (a) The Mortgage and the Mortgage Note have been duly executed by the mortgagor and create valid and legally binding obligations of the mortgagor, and the Mortgage has been duly acknowledged and recorded and is a valid and prior first lien on the real property securing the Mortgage Note that is superior to all other liens or other claims. (b) The Seller is the sole owner of the Mortgage Loan and has absolute authority to sell, transfer, and assign the same on the terms set forth herein, and there has been no prior assignment, sale, or hypothecation of the Mortgage Loan by the Seller. (c) There are no actions, suits, or proceedings pending or threatened against Seller in any court or before any administrative agency the adverse outcome of which would have an effect on its title to any Mortgage Loan and servicing rights that may be sold or purchased hereunder. (d) As to each Mortgage Loan purchased by Buyer, (i) the full principal amount of the Mortgage Loan has been advanced to the mortgagor, either by payment directly to him or by payment made on his request or approval; (ii) the unpaid principal balance is as set forth on that certain statement to be provided by Seller to Buyer pursuant to Section 4(g) hereof, (iii) all costs, taxes, fees, and expenses incurred in making and closing the Mortgage Loan and in recording and assigning the Mortgage have been paid; (iv) no part of the mortgaged property has been released from the lien of the Mortgage; (v) the terms of the Mortgage Loan have in no way been changed or modified; (vi) all payments required under the terms of the Mortgage Loan are current and are not in default including, but not limited to, payments of principal and interest and escrow payments for mortgage insurance, taxes, and hazard insurance; and (vii) unless otherwise negotiated, on the date of delivery of the Mortgage Loan to Buyer, no more than ten (10) months shall have elapsed following the closing of the Mortgage Loan or recordation of the Mortgage, whichever shall have occurred last. (e) The Seller has not made or knowingly received from others any direct or indirect advance of funds in connection with the Mortgage Loan on behalf of the mortgagor. This warranty does not cover payment of interest from the earlier of: (i) the date of the Mortgage Note; or (ii) the date on which the Mortgage Loan proceeds were disbursed; or (iii) the date one month before the first installment of principal and interest on the Mortgage Loan is due. (f) Each Mortgage Loan that Seller represents to be insured by a private mortgage insurance company is so insured with an insurer that has either been approved by the Federal National Mortgage Association ("FNMA") or by the Federal Home Loan Mortgage Corporation ("FHLMC") or otherwise has been approved by the Buyer. Each Mortgage Loan that Seller represents to be insured by the Federal Housing Administration ("FHA") or to be guaranteed by the Veterans Administration ("VA") is so insured by FHA under the National Housing Act or Title V of the Housing Act of 1949 or other applicable laws or regulations or is so guaranteed by the VA under the Servicemen's Readjustment Act of 1944 or Chapter 37 of Title 38 of the United States Code or other applicable laws or regulations, and such insurance or guaranty is valid and enforceable in accordance with its terms. (g) There is in force a paid-up mortgagee title insurance policy on the Mortgage Loan (in an amount that is at least equal to the outstanding principal balance of the Mortgage Loan) issued by a title insurance company that has been approved by the Buyer, and there is an insured closing agreement for each Mortgage Loan issued by the title insurance company that issued the mortgagee title insurance policy. If the Mortgage Loan is a graduated payment mortgage, the policy shall be for an amount at least equal to the highest anticipated outstanding principal balance of the Mortgage Loan. If the Mortgage Loan provides for or permits negative amortization, the policy shall be for an amount that is not less than the highest allowable outstanding principal balance of the Mortgage Loan. If the Mortgage Loan is a variable rate mortgage loan, the policy shall contain a variable rate endorsement. If the property secured by the Mortgage is located in a condominium or planned unit development ("PUD"), the policy shall contain an appropriate condominium or PUD endorsement. If the improvements on the property secured by the Mortgage include a manufactured home, the policy shall contain an ALTA 7 equivalent endorsement. (h) There is a valid paid-up hazard insurance policy in force at the time of the purchase of the Mortgage Loan by Buyer issued or written by an insurance company approved by Buyer and with a Best's Key Rating Guide financial size category of Class III and at least a "B" general policyholder's rating. The hazard insurance policy shall be for an amount at least equal to the full replacement value of the improvements on the property secured by the Mortgage. Unless a higher maximum amount is required by state law, the maximum deductible should be the lesser of $1,000.00 or 1% of the policy face amount. The policy shall be of a type at least as protective as fire and extended coverage and shall contain a mortgagee clause and loss payable clause to the Buyer in the form of the standard New York mortgagee clause, and shall contain suitable provisions for payment on all present and future mortgages on such premises in order of precedence. For properties in special flood hazard areas, there is in force a flood insurance policy as required under applicable federal law and regulations, the maximum available coverage has been obtained, and the application for flood insurance or the original flood insurance policy will be provided. If property securing the Mortgage Loan is located in a condominium or PUD project, a certificate of insurance naming Buyer as the insured plus a certified true copy of the Master Hazard and Liability Policy will be provided. (i) All applicable federal, state, and local laws, rules and regulations have been complied with including, but not limited to, the Real Estate Settlement Procedures Act and Regulation X, the Equal Credit Opportunity Act and Regulation B, the Federal Truth-in-Lending Act and Regulation Z, the Fair Credit Reporting Act, the Flood Disaster Protection Act, the Fair Housing Act, and federal, state, and local laws, rules or regulations, including, but not limited to, those relating to licensing and those that prohibit or limit fees, charges, or costs that lenders may impose on borrowers. (j) There are no defenses, counterclaims, or rights of setoff affecting any Mortgage Loan or affecting the validity or enforceability of any private mortgage insurance or FHA insurance applicable to any Mortgage Loan or any VA guaranty with respect to any Mortgage Loan. (k) The assignment of the Mortgage Loan from the Seller to Buyer is valid and sufficient to assign to and perfect in Buyer all of Seller's right, title, and interest in and to the Mortgage Loan. The Mortgage Loan is freely assignable and transferable by Buyer and the sale and transfer of the Mortgage Loan from Seller to Buyer is free and clear of any and all claims or encumbrances. (1) The real property secured by the Mortgage has been improved as a single- family (1-4 unit) dwelling or by a condominium/PUD unit that is approved by the FHA, VA, FNMA, or FHLMC, as applicable to the related Mortgage Loan. (m) All documents submitted by Seller pursuant to this Agreement are genuine; the Mortgage, the Mortgage Note and any other documents submitted by Seller to Buyer that Buyer requires to be original documents are original documents; all certified copies of original documents are true copies of the originals; and all other representations by Seller as to each Mortgage Loan are true and correct and meet the applicable requirements and specifications of this Agreement. (n) Nothing involving the Mortgage Loan, the real property secured by the Mortgage, the mortgagor, or the mortgagor's credit standing can reasonably be expected to: (i) cause private institutional investors to regard the Mortgage Loan as an unacceptable investment; or (ii) cause the Mortgage Loan to become delinquent; or (iii) adversely affect the Mortgage Loan's value or marketability; or (iv) result inif the Mortgage Loan is an FHA or VA loan, render the Mortgage Loan ineligible for inclusion in a GNMA or require FNMA pool. (o) No Mortgage Loan sold and purchased pursuant to this Agreement shall have a payment past due more than thirty (30) days. (p) As demonstrated by a survey of the creation real property secured by the Mortgage, all improvements secured by the Mortgage are wholly within the boundaries and comply with all building restriction laws or imposition ofthe mortgagee's title insurance policy insuring the Mortgage affirmatively insures against loss or damage by reason of any violation, any mortgagevariation, deed of trust, pledge, lien, security interestencroachment, or other charge or encumbrance of any nature (other than as may be contemplated adverse circumstance disclosed by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementsurvey. (cq) This No Mortgage Loan sold and purchased pursuant to this agreement is a valid shall have real estate taxes, assessments, etc. due within sixty (60) days of the loan closing. In the event that real estate taxes, assessments, etc. due within sixty (60) days of closing have not been paid, Seller shall be liable to Buyer for an amount equal to any interest and binding obligation of Sellerpenalty charged for late payment. (dr) The execution and performance property securing the Mortgage Loan is not damaged by fire, wind or other cause of this agreement will not conflict loss. There are no proceedings pending for the partial or total condemnation of the property. (s) The Mortgage Loan complies with any special investor requirements and/or underwriting contingencies communicated to Seller prior to closing. (t) In the event that FHA or constitute a breach or default under any contract or agreement of any kind to which VA loans are sold hereunder. Seller is a party an approved mortgagee in good standing with FHA or VA, as the case may be, and Seller also has any judgmentfurther FHA or VA approvals required for origination, orderclosing, statuteand sale to Buyer of the Mortgage Loans. (u) There is no mechanic's or similar lien or claim that has been filed for work, labor, or regulation material (and no rights are outstanding that under applicable law could give rise to such a lien or claim), affecting the related property, which is applicable to Selleror may be a lien prior to, or equal with, the lien of the related Mortgage.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date for any Property and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any consent or approval Property; any existing financing secured by any governing body Property or shareholders of Seller, other than that which has been obtained any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting any Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land‑use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) The initial annual rent under each Lease is as set forth on Exhibit A attached hereto; Tenant is not entitled to any free rent periods or properties rental abatements, concessions or other inducements under any Lease for any period subsequent to ▇▇▇; (xii) to the extent Seller is the original landlord under any Lease, such Lease was negotiated in an arms-length transaction; (xiii) all amounts due and payable by Seller under the Contracts have been paid in full and no default of Seller now owned exists under any of the Contracts and, to Seller’s knowledge after due inquiry, no default of any other party exists under any of the Contracts; (xiv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or hereafter acquiredhas existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the creation or imposition Federal Comprehensive Environmental Response Compensation and Liability Act of which could reasonably be expected 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to have a material adverse effect on each of the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.foregoing;

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as followsto Buyer that each of the following are true and correct on the date of this Agreement and will be true and correct on the date of Closing: (a) a. Seller represents and warrants that it has good and marketable title to the Interest, free and clear of any and all liens, security interests, encumbrances, pledges or any other rights or interests of others and the Interest is not the subject of any agreement other than this Agreement and the Partnership Agreement. b. Seller represents and warrants that it has full capacity and power to enter into, execute and deliver this Agreement. This Agreement has been duly executed by Seller and is a [non-profit corporation duly organizedlegal, validly existing valid and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders binding obligation of Seller, other than enforceable against Seller in accordance with its terms. c. Seller represents and warrants that which it is a party to the Partnership Agreement and has been obtained not assigned, sold, hypothecated, encumbered or otherwise disposed of any of its rights under the Partnership Agreement except pursuant to this Agreement. d. Seller represents and is in full force warrants that the execution, delivery and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents performance by Seller of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement; (iii) result in a breach Agreement will not conflict with or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs term of Seller, or any indenture or loan or credit agreement, instrument, judgment, order or any other agreement, lease, or instrument decree to which Seller is a party or by which Seller or its properties or assets may be the Interest is bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquiredapplicable law, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgmentordinance, order, statuterule, or regulation that of any governmental authority. e. Seller will do, execute, acknowledge and deliver all such further acts, bills of sale, assignments, transfers, assurances, endorsements, applications or other instruments as may reasonable be required by Buyer to assure, confirm, permit transfer of, or evidence the title and interest of Buyer in and to the Interest. ▇. ▇▇▇▇ Atlantic NYNEX Mobile, Inc. ("BANM") is applicable the sole managing general partner of Seller and is duly authorized to execute this Agreement on Seller's behalf without the need for any further action by the partnership or its partners. The undersigned signator for BANM is duly authorized to execute this Agreement on BANM's behalf.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller represents and warrants to Buyer that as of the Effective (i) Seller is a [non-profit corporation duly organized, organized and validly existing and in good standing as a corporation under the laws of the State of Delaware]. California, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified to do business in each other jurisdiction where wherein the failure to so qualify would have a material adverse effect on nature of the business or financial condition of Seller; and transacted by it makes such qualification necessary; (ii) Seller has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller hereunder; all such actions have been duly authorized by all necessary corporate actionproceedings on its part. As of the Commercial Operation Date, (a) the Generating Facility will be a “qualifying small power production facility” as that term is defined in Section 3(17)(C) of the Federal Power Act, and do not will possess all of the exemptions from regulation provided in 18 C.F.R. Sections 292.601(c) and 292.602; or (b) Seller will have market-based rate authority, and will not:have made all filings required in connection with this Agreement, under the Federal Power Act; (iiii) require any consent or approval this Agreement has been duly and validly executed and delivered by any governing body or shareholders Seller and, as of the Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than that which has been obtained and is in full force and effectsimilar laws affecting the rights of creditors generally or by general principles of equity; (iiiv) violate any Applicable Lawthere are no actions, suits, proceedings or violate any provision in any corporate documents investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the violation of which could aggregate are reasonably likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability of Seller to perform its obligations under this agreement;Agreement; and (iiiv) result in a breach or constitute a default under Seller’s corporate charter or bylawsthe execution, or under delivery and performance of this Agreement by Seller will not conflict with its governing documents, any agreement relating to the management or affairs of Sellerapplicable laws, or any indenture or loan or credit covenant, agreement, understanding, decree or any other agreement, lease, or instrument order to which Seller is a party or by which Seller or its properties or assets may be it is bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (cb) This agreement is a valid and binding obligation of Seller.Seller covenants to Buyer as follows: (di) The execution Subject to the Compliance Expenditure Cap in Section 3.3(g), throughout the Term: (a) the Generating Facility will qualify and performance be certified by the CEC as an ERR under the rules and requirements in effect as of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.the Effective Date; and

Seller’s Representations, Warranties and Covenants. Seller hereby represents represents, warrants and warrants covenants to the Buyer that as followsof the date of execution of this Agreement: (a) Seller is a [non-profit corporation duly organized, organized and validly existing and in good standing as a limited liability company under the laws of Delaware, and has the State of Delaware]. lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified to do business in each other jurisdiction where wherein the failure to so qualify would have a material adverse effect on nature of the business or financial condition of Seller; and transacted by it makes such qualification necessary; (b) Seller has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller hereunder; all such actions have been duly authorized by all necessary corporate actionproceedings on its part; This Agreement has been duly and validly executed and delivered by Seller and, as of the Effective Date, constitutes a legal, valid and do not and will not: (i) require any consent or approval by any governing body or shareholders binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawsimilar laws affecting the rights of creditors generally or by general principles of equity; There are no actions, suits, proceedings or violate any provision in any corporate documents investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the violation of which could aggregate are reasonably likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability of Seller to perform its obligations under this agreementAgreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents -------------------------------------------------- represents, warrants and warrants covenants to Buyer as follows: (a) On the Interim Lease Date, Seller shall have full power and legal right to lease the Equipment to Buyer. (b) On the Closing Date, Seller shall have full power and legal right to sell the Equipment to Buyer. (c) Seller's execution of the Bill of Sale and delivery thereof to Buyer on the Closing Date shall ▇▇▇▇ey to Buyer good title to the Equipment, free and clear of all liens, claims or encumbrances arising by, through, or under Seller, excepting liens, claims and encumbrances rising by, through, or under Buyer. (d) Seller is and will continue to be a [non-profit corporation national banking association ------ duly organized, organized and validly existing and in good standing under the laws of the State of Delaware]United States. Seller is and will continue to be duly qualified and authorized to do business and is and will continue to be in good standing as a foreign corporation in each other jurisdiction where the character of its properties or the nature of its activities (including the leasing and operation of the Equipment) make such qualification necessary or where the failure to so qualify be qualified or authorized or to be in good standing would have a material adverse effect impact on the its business or (taken as a whole), financial condition of Seller; and Seller has all requisite power and authority or its ability to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementthe Operative Documents. (be) The execution, delivery, delivery and performance of its obligations under this agreement by Seller the Operative Documents have been duly authorized by all necessary corporate actionaction on the part of Seller. The execution, delivery and do performance of the Operative Documents, the consummation by Seller of any transactions contemplated by the Operative Documents and the compliance by Seller with any of the terms or provisions of the Operative Documents does not and will not: not (ia) require any approval of Seller's stockholders or any approval or consent of any trustee or approval by holders of any governing body indebtedness or shareholders obligations of Seller or which has not been obtained on or before the date hereof, (b) contravene any material Applicable Law binding on or applicable to Seller, (c) contravene the corporate charter or by-laws of Seller, or (d) contravene the provisions of, constitute a default under or result in the breach of, or the creation of any Lien (other than that a Permitted Lien) upon any property of Seller under, any indenture, security agreement, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or credit agreement, contract or other agreement or instrument to which it may be a party or by which any of their properties may be bound or affected. (f) Each of the Operative Documents has been obtained duly authorized by Seller and, when executed and is delivered by Seller, will constitute the legal, valid and binding agreement of Seller enforceable against Seller in full force and effect;accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditor's rights generally. (iig) violate any Applicable Law, No suits or violate any provision proceedings are pending and to the best knowledge of - Seller no suits are threatened against or affecting Seller in any corporate documents of Seller, the violation of which could court or before any Governmental Body that might have a material adverse effect on the financial condition or business of Seller or on the ability of Seller to perform its obligations under this agreement;the Operative Documents. (iiih) result None of the material documents furnished by or on behalf of Seller to Buyer in connection with the transactions contemplated by the Operative Documents contains any untrue statement of a breach material fact or constitute omits to state a default under Seller’s corporate charter material fact necessary to make the statements contained in this Agreement not misleading. Seller knows of no fact that materially adversely affects or, so far as Seller can now reasonably foresee, will materially adversely affect the business, financial condition, operations or bylaws, or under any agreement relating to material portion of the management or affairs properties of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; orthe Operative Documents. (ivi) result in, or require Neither Seller's execution and delivery of the creation or imposition of, any mortgage, deed Operative Documents nor Seller's consummation of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets transactions contemplated on its part by the Operative Documents requires the consent or properties of Seller now owned or hereafter acquiredapproval of, the creation giving of notice to, the registration with, or imposition the recording or filing of which could reasonably be expected to have a material adverse effect on any documents with, or the ability taking of Seller to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation any other action in respect of any trustee or holder of any debt of Seller. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants to Buyer that the following statements are true and accurate, as followsof the date hereof through the Closing Date: A. Except for burdens that have been taken into account in determining the Working Interests (aas defined below) and Net Revenue Interests (as defined below) included in the Property and for liens, encumbrances and other burdens that will be released contemporaneously with the Closing, the Property is free and clear of all mortgages, deeds of trust, liens, and other encumbrances created by, through or under Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority made no dispositions or elections or taken any other action that would increase its share of costs to conduct greater than the Working Interest or decrease its businessnet share of production to less than the Net Revenue Interest set forth on Exhibit A. To Seller’s knowledge, there are no preferential rights, consents to assignment or other restrictions on alienation of the Property, except as heretofore disclosed in writing by Seller to Buyer. B. Except as previously disclosed by Seller to Buyer, to own its propertiesSeller’s knowledge there is no demand or lawsuit, and nor any compliance order, notice of probable violation or other private or governmental action, pending or, to executethe best of Seller’s knowledge, deliverthreatened against Seller of which Seller has knowledge but Buyer does not have knowledge, and perform its obligations under this agreementthat would result in an impairment or loss of title to any part of the Property, or impairment of the value thereof, or would hinder or impede the operation or transfer of the Property. (b) The executionC. Except as required by applicable law or the Related Contracts, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do will not and will not: (i) require any commence or consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawto commencement of, or violate elect to participate in, any provision in operation to drill any corporate documents of Seller, the violation of which could have a material adverse effect new well on the ability of Seller Leases or the Lands or to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylawsfrac, re-complete, deepen, rework, plug back, plug and abandon, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any conduct other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or significant operations with respect to any Well without the prior written consent of Buyer, not to be unreasonably withheld. D. From the date hereof through Closing, Seller will pay when due all expenses coming due and payable in connection with the Property. Without the prior written consent of Buyer, which shall not be unreasonably withheld, and except as required by applicable law or Related Contracts, Seller will not do any of the assets following with respect to the Property, except to the extent resulting from the actions of the operator of the Property: (i) enter into any new agreements or properties commitments; (ii) incur any liabilities other than in the ordinary course of Seller now owned business for normal operating expenses; (iii) release, surrender, modify or hereafter acquiredterminate all or any portion of the Leases or the Related Contracts; or (iv) encumber, sell or otherwise dispose of any of the creation or imposition Property other than hydrocarbons sold in the ordinary course of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementbusiness. (c) This agreement is E. All taxes, assessments and other governmental charges payable with respect to the Property have been properly paid in a valid and binding obligation of Sellertimely manner. (d) The execution and performance of this agreement F. From the date hereof through Closing, Seller will not conflict with or constitute a breach or default under any contract or agreement immediately notify Buyer of any kind to material change in the condition of the Property of which Seller is a party aware, including without limitation any casualty loss. G. Promptly after the execution and delivery of this Agreement, Seller will give written notice to Buyer of any condition or occurrence of which Seller has actual knowledge relating to any judgmentor all of the Property that could constitute an Environmental Issue (as defined below). Seller shall have the right, orderup to the day prior to the Closing, statuteto supplement its original notice by giving one or more additional written notices to Buyer, if Seller later becomes aware of any additional conditions or regulation that is applicable occurrences of the type referred to Sellerabove. Any and all notices given by Seller to Buyer under this Section 6.G shall be herein referred to, collectively, as the “Environmental Disclosure.”

Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows: (a) Seller is a [non-profit corporation duly organizedrepresents, validly existing warrants and covenants to Purchaser that: (i) Seller (x) has complete and full authority to execute this Agreement and to convey to Purchaser good and marketable fee simple title to the Property, in good standing under accordance with Section 8 of this Agreement, (y) will execute and deliver such other documents, instruments, agreements, including (but not limited to) affidavits and certificates, as are reasonably necessary to effectuate the laws transaction contemplated herein, and (z) will take all such additional action reasonably necessary or appropriate to effect and facilitate the consummation of the State sale and purchase transaction contemplated herein. Each of Delaware]. the persons executing this Agreement on behalf of Seller is further represents and warrants that the persons signing this Agreement on behalf of Seller are duly qualified to do business in each other jurisdiction where the failure to so qualify would and appointed representatives of Seller and have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability behalf of Seller to perform its obligations under enter into this agreement; (iii) result in a breach or constitute a default under Seller’s corporate charter or bylawsAgreement as the valid, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement. (c) This agreement is a valid binding and binding enforceable obligation of Seller. (dii) There are no material defects in or about the Property that would affect Purchaser’s ability to develop the Project. (iii) All assessments that are liens against the Property are shown in the official records of the taxing authorities in whose jurisdiction the Property is located; no improvements (site or area) have been constructed or installed by any public authority, the cost of which may be assessed in whole or in part against any part of the Property in the future; and Seller has not been notified of any possible future improvements that might create an assessment against any part of the Property. (iv) Seller has not received any notice of, and has no knowledge of, any pending or threatened taking or condemnation of the Property or any portion thereof. (v) Seller can and will deliver sole and exclusive possession of the Property to Purchaser at Closing, subject to the Permitted Title Exceptions. Seller will not further sell, encumber, convey, assign, pledge, or contract to sell, convey, assign, pledge, or encumber all or any part of the Property, nor restrict the use of all or any part of the Property, nor take or cause or allow to be taken any action in conflict with this Agreement at any time between the Effective Date and (x) Closing, or (y) the earlier termination of this Agreement pursuant to its terms. (vi) The execution Property has legal access to and performance from all street fronts and adjoining rights‑of‑way. (vii) Neither the entering into of this agreement Agreement nor the consummation of the transactions contemplated hereby will not conflict with constitute or constitute result in a violation or breach or default under any contract or agreement by Seller of any kind to which Seller is a party or any judgment, order, statutewrit, injunction or decree issued against or imposed upon it, or will result in a violation of any applicable law, order, rule, code, ordinance, or regulation of any governmental authority. There is no action, suit, proceeding or investigation pending or threatened that is applicable creates a lien or that would become a cloud on the title to the Property or any portion thereof or that questions the validity or enforceability of the transaction contemplated by this Agreement or any action taken pursuant hereto in any court or before or by any Federal, district, county, or municipal department, commission, board, bureau, agency or other governmental instrumentality. ▇▇▇▇▇▇ agrees to indemnify, defend (with counsel satisfactory to Purchaser) and hold harmless Purchaser, its employees, officers, members, attorneys, directors, agents, contractors, assigns and successors‑in‑interest, from any claims, liabilities or other actions that may arise as a result of the entering into this Agreement by Purchaser with Seller on account of the falsity of this representation. (viii) Seller has no knowledge of, nor has Seller received any notice of, any actual or threatened action, litigation, or proceeding by any organization, person, individual or governmental agency (including governmental actions under condemnation authority or proceedings similar thereto) against the Property or Seller, nor has any such organization, person, individual or governmental agency communicated to Seller anything that Seller believes to be a threat of any such action, litigation or proceeding. (ix) Seller has received no notice of and has no knowledge of any violations of law, municipal or county ordinances, or other legal requirements with respect to the Property or with respect to the use, occupancy or construction thereon. (1) none of the Property has been excavated, (2) no landfill was deposited on, or taken from, the Property, (3) no construction debris or other debris (including, without limitation, rocks, stumps, or concrete) was buried upon any of the Property, (4) no Hazardous Materials (as hereinafter defined) have been deposited on or about the Property, and (5) no asbestos‑containing materials have been placed or introduced in any buildings or other improvements on the Property. "Hazardous Materials " or similar terms shall mean and include asbestos, asbestos-containing materials, petroleum and petroleum products, the group of organic compounds known as polychlorinated biphenyls, and any substances or materials that are regulated, controlled or prohibited under the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. § 690, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601-9657, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("▇▇▇▇"), the Washington Model Toxics Control Act, Ch. 70A.305 RCW, or any similar State law or local ordinance or any other environmental law, the Federal Water Pollution Control Act, 33 U.S.C. §1251, the Clean Air Act, 42 U.S.C. § 7401, the Toxic Substances Control Act ("TCSA"), 15 U.S.C.§ 2601, or any similar State law or local ordinance, or any other Federal, State or local environmental statutes, regulations, ordinances or other environmental regulatory requirements. If any Hazardous Materials that existed on the Property as of Closing shall be discovered and Seller notified prior to Closing, Seller covenants to have same at its sole cost and expense, remediated, removed or cleaned to the satisfaction of all appropriate governmental authorities, such obligation to survive Closing.

Seller’s Representations, Warranties and Covenants. (a) Seller hereby represents and warrants to Buyer as follows: (a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not▇▇▇ that: (i) require there are no unrecorded leases (other than the Leases), liens or encumbrances which may affect title to any consent or approval Property; any existing financing secured by any governing body Property or shareholders of Seller, other than that which has been obtained any part thereof shall be satisfied and is discharged in full force at or prior to ▇▇▇ and effectany liens or encumbrances relating thereto shall be terminated and released of record at or prior to ▇▇▇; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay ▇▇▇; (ii) violate to Seller’s knowledge, no notice of violation has been issued with regard to any Applicable Lawapplicable regulation, ordinance, requirement, covenant, condition or violate restriction relating to the present use or occupancy of any provision in Property by any corporate documents of Sellerperson, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreementauthority or agency having jurisdiction; (iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against any Property which will result in a breach or constitute a default under lien upon any Property; (iv) to Seller’s corporate charter knowledge, there is no impending or bylaws, contemplated condemnation or under taking by inverse condemnation of any agreement relating to the management or affairs of SellerProperty, or any indenture portion thereof, by any governmental authorities; (v) there are no suits or loan claims pending or credit agreementto Seller’s knowledge, threatened with respect to or in any manner affecting any Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller; (vi) Seller has not entered into and there is not existing any other agreement, leasewritten or oral, under which Seller is or could become obligated to sell any Property, or instrument any portion thereof, to a third party; (vii) Seller has not taken any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon any Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations; (viii) this transaction will not in any way violate any other agreements to which Seller is a party or by which party; (ix) Seller or its properties or assets may be bound or affectedhas full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the breach or agreed upon form of which are attached hereto as Exhibits; (x) no default of which could reasonably be expected Seller exists under any Lease; Seller has sent no notice of default to have a material adverse effect on any Tenant, and to Seller’s knowledge, no default of any Tenant exists under any Lease; Seller has not received any notice or correspondence from any Tenant or such Tenant’s agents indicating such Tenant’s desire, willingness or intent to amend, modify, assign or terminate such Tenant’s Lease nor any notice or correspondence requesting the ability consent of Seller to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets foregoing; (xi) No Tenant is entitled to any free rent periods or properties rental abatements, concessions or other inducements under any Lease for any period subsequent to ▇▇▇; (xii) No Tenant has an interest in or right to the Properties by virtue of Seller now owned a right of first refusal or hereafter acquired, the creation or imposition right of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreementfirst purchase. (cxiii) This agreement is a valid all amounts due and binding obligation payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller exists under any of the Contracts or any of the REA’s and, to Seller.’s knowledge after due inquiry, no default of any other party exists under any of the Contracts or any of the REA’s; (dxiv) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement no consent of any kind third party is required in order for Seller to which enter into this Agreement and perform Seller’s obligations hereunder; (xv) except as set forth in Seller’s Diligence Materials, Seller is a party has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about any Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any judgmentmaterial containing asbestos (including, orderwithout limitation, statutevinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation that is applicable including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to Seller.each of the foregoing;