Organization and Authority; Litigation. The Agreement and the other Loan Documents are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms. The execution, delivery and performance of the Agreement and all other Loan Documents to which Borrower is a party # are within Borrower's power; # do not require the approval of any governmental agency; and # will not violate any law, agreement or restriction by which Borrower is bound. Borrower has all requisite power and authority and possesses all licenses necessary to conduct its business and own its properties. Each Borrower which is not a natural person is validly existing and in good standing under the laws of its state of organization, and the Agreement and all other Loan Documents to which any such Borrower is a party have been authorized by all appropriate entity action. There is no litigation or administrative proceeding threatened or pending against Borrower which would, if adversely determined, have a material adverse effect on Borrower's financial condition or its property.

Organization and Authority; Litigation. This Agreement and the other Loan Documents are the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms. The execution, delivery and performance of this Agreement and all other Loan Documents to which Borrower is a party # are within Borrower's power; # do not require the approval of any governmental agency; and # will not violate any law, agreement or restriction by which Borrower is bound. Borrower has all requisite power and authority and possesses all licenses necessary to conduct its business and own its properties. Each Borrower which is not a natural person is validly existing and in good standing under the laws of its state of organization, and this Agreement and all other Loan Documents to which any such Borrower is a party have been authorized by all appropriate entity action. There is no litigation or administrative proceeding threatened or pending against Borrower which would, if adversely determined, have a material adverse effect on Borrower's financial condition or its property.

Organization and Authority. Purchaser has been duly organized and is validly existing. Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms.

Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Such Seller has been duly organized and is validly existing and in good standing under the laws of the state of its formation. Such Seller has the full right and authority to enter into this Agreement and to transfer all of the Membership Interests in it respective Company and to consummate or cause to be consummated the transaction contemplated by this Agreement and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate, limited liability company or partnership action and this Agreement is a legal, valid and binding obligation of such Seller and is enforceable against such Seller in accordance with its terms. The person signing this Agreement on behalf of such Seller is authorized to do so. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental or quasi-governmental authority or other third party is required for such Seller to enter into this Agreement and to consummate the transactions contemplated hereby.

Such Seller’s respective Company is a limited liability company duly organized and validly existing under the laws of the State of Delaware and is duly qualified to transact business in the state in which its respective Real Property is located.

Organization and Authority. Seller has been duly organized, is validly existing, and is in good standing in the state of its organization and is in good standing and is qualified to do business in the state in which the Real Property is located. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and has, or will have prior to Closing, obtained any and all consents required to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and properly executed and AmericasActive:17009577.1

Organization and Authority; Litigation. This Agreement and the other Loan Documents are the legal, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their terms. The execution, delivery and performance of this Agreement and all other Loan Documents to which Guarantor is a party # are within Guarantor's power; # do not require the approval of any governmental agency; and # will not violate any law, agreement or restriction by which Guarantor is bound. Guarantor has all requisite power and authority and possesses all licenses necessary to conduct its business and own its properties. Each Guarantor which is not a natural person is validly existing and in good standing under the laws of its state of organization, and this Agreement and all other Loan Documents to which any such Guarantor is a party have been authorized by all appropriate entity action. There is no litigation or administrative proceeding threatened or pending against Guarantor which would, if adversely determined, have a material adverse effect on Guarantor's financial condition or its property.

Organization and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Organization and Authority. Purchaser has been duly organized and is validly existing and in good standing under the laws of the state of its formation. Purchaser has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated by this Agreement and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate, limited liability company or partnership action and this Agreement is a legal, valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms. The person signing this Agreement on behalf of Purchaser is authorized to do so. No consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental or quasi-governmental authority or other third party is required for Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby.