SECTION # Assumption of Liabilities. The “Assumed Liabilities” are all of the Liabilities of Seller, or any of its predecessors in interest, of any kind, character or description whatsoever, other than the Retained Liabilities.

Assumption of the liabilities as set forth on [Exhibit 1.1] (a).

No Proceeding or Litigation ARTICLE 9 ASSUMPTION OF LIABILITIES AND INDEMNIFICATION

Seller has no employees, and Buyer shall not be assuming any employment-related liabilities of Seller under this Agreement. Seller permits Buyer’s representatives to communicate with Manager’s employees at the Project, subject to Manager’s approval.

Absence of Undisclosed Liabilities. All Liabilities are disclosed on its SEC filings, except: # those not required under generally accepted accounting principles to be disclosed on the SEC filings, # those which would not have an Buyer Material Adverse Effect, and # those which arose in the ordinary course of business subsequent to the Buyer’s latest financial Statements.

Buyer’s Conditions to Closing. The obligation of Buyer to purchase the Shares at the Closing is subject to the fulfillment to Buyer’s satisfaction, at or prior to the Closing Date, of the following conditions.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that # only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and # the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the [[Organization B:Organization]] an Assignment and Assumption, together with a processing and recordation fee of $3,500 to be paid by the assignee Lender or assignor Lender, as applicable; provided that the [[Organization B:Organization]] may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the [[Organization B:Organization]] an Administrative Questionnaire.

Assumption of Liabilities. Upon the terms and subject to the conditions attached herein, at the Closing Date, Buyer shall assume none of the liabilities for the Business unless specifically agreed to in writing by the Buyer;