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:

Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.

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.

In case at any time from and after the Closing Date any further action is necessary or reasonably required to carry out the purposes of this Agreement, subject to the terms and conditions of this Agreement, each Party shall take such further action (including the execution and delivery to any other Party of such other reasonable instruments of sale, transfer, conveyance, assignment, assumption and confirmation and providing materials and information) as another Party may reasonably request and as may be necessary to transfer, convey, and assign to the Buyer all of the Acquired Assets, to confirm the Buyer’s assumption of the Assumed Liabilities and to confirm the Seller’s retention of the Excluded Assets and Excluded Liabilities. Without limiting the generality of this Clause 12, to the extent that either the Buyer or the Seller discovers any additional assets or properties which the Parties mutually agree should have been transferred or assigned to the Buyer as Acquired Assets but were not so transferred or assigned, the Buyer and the Seller shall cooperate and execute and deliver any instruments of transfer or assignment necessary to transfer and assign such asset or property to the Buyer.