Pledgor hereby represents and warrants to the Secured Party that Pledgor has good title (to the Collateral, free and clear of all claims, pledges, security interests, liens or encumbrances of every nature whatsoever.

Each of the Parties represents and warrants to the other Party that as of the Effective Date:

Consultant represents, warrants and covenants that Consultant # has disclosed to Avidity any potential conflict of interest in connection with the provision of Consulting Services hereunder; # is not under any existing obligation that is inconsistent with this Agreement or would restrict or conflict with the performance of Consultant’s obligations hereunder; # shall promptly disclose to Avidity any such conflict that may arise during the term of this Agreement; and # shall not take any action or fail to take any action with respect to any existing agreement (whether written, oral or otherwise) or any agreement (whether written, oral or otherwise) entered into during the Term that would create a conflict or otherwise impede the ability to fully perform the Consulting Services or any other obligations of Consultant under this Agreement. In the event that any conflict of interest arises, Avidity, as it deems necessary, shall have the right to terminate this Agreement and/or require Consultant to refrain from performing any portion of the Consulting Services related to the conflict of interest. Nothing in this Section shall be construed so as to relieve Consultant of any of his or her obligations under this Agreement.

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Wells Fargo Bank as Successor Servicer but shall be deemed modified to the extent necessary to apply to Wells Fargo Bank; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Wells Fargo Bank and the Administrative Agent, as contemplated by [Section 7.16(f)].

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Computershare as Successor Servicer but shall be deemed modified to the extent necessary to apply to Computershare; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Computershare and the Administrative Agent, as contemplated by [Section 7.16(f)].

Covenants; Representations and Warranties. The covenants and representations and warranties of [[Regional Management:Organization]], as Servicer, shall apply to Wells Fargo Bank as Successor Servicer but shall be deemed modified to the extent necessary to apply to Wells Fargo Bank; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Wells Fargo Bank and the Administrative Agent, as contemplated by [Section 7.16(f)].

Representations and Warranties; Covenants. (a) Each Subsidiary Guarantor hereby represents and warrants that # the Baseline Conditions relating to it are satisfied in all material respects on and as of the date hereof; and # it is a Wholly Owned Subsidiary; provided that each reference in any representation and warranty to any Borrower’s knowledge shall, for the purposes of this paragraph (a), be deemed to be a reference to such Subsidiary Guarantor’s knowledge.

Pledgor hereby represents and warrants to the Secured Party that Pledgor has good title (to the Collateral, free and clear of all claims, pledges, security interests, liens or encumbrances of every nature whatsoever.

Each party covenants, represents, and warrants that # it has the full right and authority to enter into this Agreement and that it is not aware of any impediment that would inhibit its ability to perform its obligations under this Agreement, # the execution and delivery of this Agreement has been authorized by all requisite limited liability company or corporate action needed on its part, # this Agreement is and will remain a valid and binding obligation of the party, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and # the execution and delivery of this Agreement and the performance of the party’s obligations hereunder # do not conflict with or violate any requirement of Applicable Laws, and # do not conflict with, or constitute a default or require any consent under, any contractual obligation of the party.

Pledgor hereby represents and warrants to the Secured Party that Pledgor has good title (to the Collateral, free and clear of all claims, pledges, security interests, liens or encumbrances of every nature whatsoever.