Common use of Covenants and Representations Clause in Contracts

Covenants and Representations. (a) Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness. (b) Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller's knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in EXHIBIT 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in EXHIBIT 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (the "Cut Off Date"), and prior to Closing, Seller will not, without the prior written consent of Buyer(which Buyer agrees not to reasonably withhold or delay), cancel (except as may have been previously released)for default by a tenant) or materially amend any Space Lease, in or enter into any new Space Lease or any Service Contract affecting the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject Property not cancelable on 30 days notice. On or prior to the Deed Cut Off Date, Seller may take any of Trustthe foregoing actions without Buyer's consent, as amended, and that the Deed provided it delivers a copy of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period. 10.4 Except as otherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases and Permitted Exceptions; and there are no on-going quiet title action filed by Chicago Title Insurance Corporation site employees or hired persons in connection with the management, operation or maintenance of the Property; and Buyer shall have no obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the Property. 10.5 The signatories to this Agreement on behalf of NTS/Virginia Development Company for Seller have the 22 acres of timbered land at Fawn Lakepower and authority to enter into this Agreement and to bind Seller to the provisions hereof. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as 10.6 As of the date hereof: (i) to ▇▇▇▇▇ ▇▇▇▇▇▇'▇ knowledge Seller is not aware of and has receive no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) to ▇▇▇▇▇ ▇▇▇▇▇▇'▇ knowledge Seller is not aware of and has received no notices of any action or governmental proceeding in connection with eminent domain, or for a zoning change, which would affect the Property; and (iii) to ▇▇▇▇▇ ▇▇▇▇▇▇'▇ knowledge Seller is not aware of any structural problems in the improvements constructed upon the Property and the exterior structures are in good condition and repair. (f) Borrowers represent 10.7 Seller represents that there are no payment or performance obligations outstanding of Seller under the Development Agreement and warrant that Borrowers have there are no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Priorother like unrecorded development agreements.

Covenants and Representations. Covenants of Reseller. Reseller will: (a1) Borrowers acknowledge comply with the terms and unconditionally promise conditions of this RMSA and with all applicable Tealium procedures and policies provided to pay Reseller that further define the entire Indebtedness resale and use of the Services, (2) identify and register Customers in accordance with the terms hereof, (3) be responsible for Customers’ compliance with the terms and conditions of this RMSA, (4) prevent unauthorized access to or use of the Services and notify Tealium promptly of any such unauthorized access or use of which Reseller is aware, (5) use the Services and assure Customers use the Services only in accordance with applicable laws, regulations and Tealium’s Acceptable Use Policy ("AUP") set forth in Exhibit B (attached hereto and incorporated herein by this reference), and (6) operate as technical support desk for Customers and act as the first point of contact for all technical queries relating to implementation of the Services. Reseller will not, and will not allow Customers or third parties to: (i) make the Services available to anyone other than Customers; (ii) share, sell, resell, rent or lease the Services other than as set forth in herein; or (iii) access the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness. (b) Borrowers and Lender agree that the entire IndebtednessServices for purposes of monitoring their availability, as evidenced by the Restated Noteperformance, shall be secured by the Deed of Trustor functionality, as amended, the Additional Mortgage, as amended, and the or for any other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants benchmarking or competitive purposes. Reseller further covenants that it is will remain in full compliance with the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement Reseller Certification Standards set forth in Section A(14Exhibit A (attached hereto and incorporated herein by this reference) and if any job requires that any aspect of the Recitals hereof Services, such as Code implementation, be performed on Reseller’s or Customer’s premises, Reseller will supply or require that Customer supplies Tealium personnel with such reasonable information, resources, and assistance as Tealium may request. Reseller will notify Tealium of all custom extensions built by Reseller for integration into the Services (except "Custom Extensions") and will provide such cooperation as Tealium may have been previously released)reasonably request in the event Tealium elects to test any such Custom Extensions. In addition, ▇▇▇▇▇▇▇▇ agrees that upon ▇▇▇▇▇▇▇'s written request, it will grant to Tealium a perpetual, royalty-free, worldwide right and license to distribute Custom Extensions, both directly and through subdistributors, in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner future releases of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace periodServices. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller’s knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in Exhibit 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in Exhibit 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake ProjectCut Off Date”), subject and prior to Closing, Seller will not, without the prior written consent of Buyer(which Buyer agrees not to reasonably withhold or delay), cancel (except for default by a tenant) or materially amend any Space Lease, or enter into any new Space Lease or any Service Contract affecting the Property not cancelable on 30 days notice. On or prior to the Deed Cut Off Date, Seller may take any of Trustthe foregoing actions without Buyer’s consent, provided it delivers a copy of any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period. 10.4 Except as amendedotherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases, and that Permitted Exceptions; and there are no on-site employees or hired persons in connection with the Deed management, operation or maintenance of Trustthe Property; and Buyer shall have no obligation, as amendedliability or responsibility with respect to charges, will be maintained as a valid first lien on the Land in the Fawn Lake Projectsalaries, in each case subject vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the on-going quiet title action filed by Chicago Title Insurance Corporation Property. 10.5 The signatories to this Agreement on behalf of NTS/Virginia Development Company for Seller have the 22 acres of timbered land at Fawn Lakepower and authority to enter into this Agreement and to bind Seller to the provisions hereof. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as 10.6 As of the date hereof. : (fi) Borrowers represent to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of and warrant that Borrowers has receive no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of and has received no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities notices of any kind action or nature whatsoever whether at law or governmental proceeding in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporationconnection with eminent domain, or any of for a zoning change, which would affect the foregoing’s respective directors, officers, employees, agents, attorneys Property; and legal representatives, or the heirs, administrators, successors or assigns (iii) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based structural problems in the improvements constructed upon or the Property and the exterior structures are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, good condition and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Priorrepair.

Covenants and Representations. As further consideration for the acceptance by Seller of Buyer Preferred Stock in consideration for the assets being sold by Seller under the Purchase Agreement, Buyer, Seller and Wavetech each covenant with and warrant and represent to the others as follows: (a) Borrowers acknowledge and unconditionally promise Wavetech consents to pay an amendment to the entire Indebtedness as set forth in Articles of Buyer to the Restated Note and in effect that the original and amended instruments evidencing and securing the IndebtednessBuyer Preferred Stock to be delivered to Seller shall be non-cumulative, voting shares (Class A Preferred Shares). (b) Borrowers and Lender agree Seller consents to the issuance by Buyer of additional Common Shares to Wavetech, with the proviso that (i) at no time will the entire Indebtedness, as evidenced shares which may be voted by the Restated Note, shall Holder of Buyer Preferred Stock at any shareholder meeting on any issue be secured by less than fifteen percent (15%) of the Deed of Trust, as amended, the Additional Mortgage, as amendedtotal shares eligible to vote on such matter, and (ii) the other Loan Documents, as amended, Buyer Preferred Stock must at all times represent not less than fifteen percent (15%) of the fair market value of the total shares of Buyer issued and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amendedoutstanding. (c) NTS/Virginia Wavetech agrees that it (i) will not declare or pay dividends on its Common Stock without the prior approval of the holders of the Buyer Preferred Stock then outstanding, provided that such approval shall not be required if Alexander Christopher Lang no longer di▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ctly owns all of the issued and outstanding voting shares of Seller, and (ii) will not exercise its vote as a shareholder of Buyer to initiate the voluntary liquidation, dissolution or winding up of Buyer nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding up of Buyer. (d) Wavetech agrees that it has irrevocably reserved for issuance and will at all times keep available, out of its authorized and unissued capital stock, such number of shares of Wavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed to the extent permitted under this Agreement) equal to the sum of the number of shares of Wavetech Common Stock which are now or may hereafter be required to enable and permit Buyer and Wavetech to meet their obligations hereunder. (e) Buyer agrees to give Seller and Wavetech notice of each of the following events at the time set forth: (i) in the event of any determination by the Board of Directors of Buyer to institute voluntary liquidation, dissolution or winding up proceedings with respect to Buyer or to effect any other distribution of the assets of Buyer among its shareholders for the purpose of winding up its affairs, at least thirty (30) days prior to the proposed effective date of such liquidation, dissolution, winding up or other distribution; (ii) immediately, upon the earlier of receipt by Buyer of notice of or the Buyer otherwise becoming aware of any threatened instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding up of Buyer or to effect any other distribution of the assets of Buyer among its shareholders for the purpose of winding up its affairs. (f) Wavetech agrees that the number of shares of Wavetech Common Stock to be delivered upon exchange for Buyer Preferred Stock will be adjusted to reflect any reorganization of Wavetech or reclassification of its securities, any consolidation or merger, stock dividend, stock split or subdivision, reverse stock split or combination of the Common Stock of Wavetech. (g) If a negotiated tender offer, share exchange offer, issuer bid, takeover bid or similar transaction with respect to Wavetech Common Stock (an "Offer") is proposed by Wavetech or is proposed to Wavetech or its shareholders and is recommended by the Board of Directors of Wavetech, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of Wavetech, Wavetech will use its best efforts and good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of Buyer Preferred Stock to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Wavetech Common Stock, without discrimination. Without limiting the generality of the foregoing, Wavetech may participate in all such offers without being required to redeem Buyer Preferred Stock and without requiring that Buyer Preferred Stock be exchanged for Wavetech Common Stock (or, if so required, to ensure that any such redemption or exchange shall be effective only upon and shall be conditional upon the closing of the Offer and to the extent necessary to tender or deposit to the Offer). (h) Wavetech agrees that if any shares of Wavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed) to be issued and delivered hereunder require registration or qualification with or approval of or the filing of any document, or the taking of any proceeding with or the obtaining of any order, ruling, or consent from, any governmental or regulatory authority under any Canadian or United States federal, provincial or state laws or regulation or pursuant to the rules and regulations of any regulatory authority or the fulfillment of any other legal requirement (in addition to registration of the Wavetech Common Stock with the United States Securities and Exchange Commission as contemplated under Section 5 above) (collectively, the "Applicable Laws") before such shares (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed) may be issued or delivered by Wavetech to the initial holder thereof as contemplated hereunder or in order that such shares may be freely traded thereafter Wavetech will use its best efforts in good faith to take all such actions and to do all such things as are reasonably necessary or advisable to cause the Wavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed) to be and remain so registered, qualified or approved. Wavetech represents and warrants that it is has in good faith taken all actions and done all things as are necessary as of this date under the true Applicable Laws as they exist on the date hereof to cause the Wavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed) to be issued and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released)deliverable hereunder. Wavetech will, in good faith, use its best efforts to take all such actions and do all such things as are reasonably necessary or advisable to cause the Fawn Lake Project located in Spotsylvania CountyWavetech Common Stock (or other shares or securities into which the Wavetech Common Stock may be reclassified or changed) to be issued and delivered hereunder, Virginia (“Fawn Lake Project”)including for greater certainty, subject pursuant to the Deed provisions of TrustSection 2 and Section 5 of this Agreement, so as amendedto be quoted or posted for trading on all stock exchanges and quotation systems on which such shares are listed, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company quoted or posted for the 22 acres of timbered land trading at Fawn Lakesuch time. (di) Orlando Lake Forest represents Buyer and warrants Wavetech agree that it is without the true and lawful owner prior approval of the Additional Property subject holders of the Buyer Preferred Stock then outstanding (i) until such time as all of the Buyer Preferred Stock has been exchanged for Wavetech Common Stock, Buyer will not issue any additional shares of common stock of Buyer (other than to Wavetech under subparagraph (b) above) or issue any additional shares of Buyer Preferred Stock and (ii) Wavetech will not transfer, assign or encumber the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event shares of Default as defined in the Loan Documents and not cured within any applicable grace periodBuyer which it now holds or may acquire. (ej) Borrowers reaffirm all covenants Nothing herein will otherwise restrict the ability of Wavetech to issue additional shares of its Common Stock from time to time. (k) Seller warrants and representations set forth in the Restated Note, Deed of Trust, as amended, represents to Buyer and other Loan Documents, as amended, as if such covenants and representations were made Wavetech that as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any all of the foregoing’s respective directors, officers, employees, agents, attorneys issued and legal representatives, or the heirs, administrators, successors or assigns outstanding voting shares of any of them (collectively, “Lender Parties”) that Seller are owned directly or indirectly arise out ofby Alexander Christopher Lang, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf who is the ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇ director of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “PriorSeller.

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise as of Closing, Seller covenants, warrants and represents to pay Buyer the entire Indebtedness following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 To the best of Seller's knowledge, there is no pending litigation affecting Seller or the Property brought by or against Seller that would adversely affect Buyer except as set forth in Exhibit 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtedness. (b) Borrowers and Lender agree that the entire Indebtednessproperty involving personal injury or property damage, as evidenced by the Restated Note, shall be secured by the Deed all of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia which Seller represents and warrants that it is covered by insurance and is being defended by the true and lawful owner of the land, as applicable insurance company. 10.3 The Space Leases described in Exhibit 2 comprise all the Third Mortgage Loan Modification Agreement Space Leases presently existing, and same have not been amended or modified except (if at all) as may be set forth in Section A(14) Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of' default to or from any Space Lease tenant, except as otherwise described in this Agreement. 10.4 Except as otherwise expressly provided herein, there will be at Closing no contracts or agreements affecting the Property other than the Service Contracts, Space Leases and Permitted Exceptions; and there are no on-site employees or hired persons in connection with the management, operation or maintenance of the Recitals hereof (except as may Property; and Buyer shall have been previously released)no obligation, in the Fawn Lake Project located in Spotsylvania Countyliability or responsibility with respect to charges, Virginia (“Fawn Lake Project”)salaries, subject vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn LakeProperty. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller’s knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in Exhibit 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in Exhibit 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake ProjectCut Off Date”), subject and prior to Closing, Seller will not, without the prior written consent of Buyer(which Buyer agrees not to reasonably withhold or delay), cancel (except for default by a tenant) or materially amend any Space Lease, or enter into any new Space Lease or any Service Contract affecting the Property not cancelable on 30 days notice. On or prior to the Deed of TrustCut Off Date, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or Seller may take any of the foregoingforegoing actions without Buyer’s respective directorsconsent, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns provided it delivers a copy of any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of them (collectivelythe Due Diligence Period. 10.4 Except as otherwise expressly provided herein, “Lender Parties”) that directly there are no contracts or indirectly arise out ofagreements affecting the Property other than the Service Contracts, Space Leases, and Permitted Exceptions; and there are based upon no on-site employees or are hired persons in any manner connected connection with the management, operation or maintenance of the Property; and Buyer shall have no obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items subsequent to Closing, nor with any Prior Related Event. As an inducement management or employment agreements with respect to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “PriorProperty.

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller’s knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in Exhibit 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in Exhibit 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake ProjectCut Off Date”), subject and prior to Closing, Seller will not, without the prior written consent of Buyer (which Buyer agrees not to reasonably withhold or delay), cancel (except for default by a tenant) or materially amend any Space Lease, or enter into any new Space Lease or any Service Contract affecting the Property not cancelable on 30 days notice. On or prior to the Deed Cut Off Date, Seller may take any of Trustthe foregoing actions without Buyer’s consent, provided it delivers a copy of any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period. 10.4 Except as amendedotherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases, and that Permitted Exceptions; and there are no on-site employees or hired persons in connection with the Deed management, operation or maintenance of Trustthe Property; and Buyer shall have no obligation, as amendedliability or responsibility with respect to charges, will be maintained as a valid first lien on the Land in the Fawn Lake Projectsalaries, in each case subject vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the on-going quiet title action filed by Chicago Title Insurance Corporation Property. 10.5 The signatories to this Agreement on behalf of NTS/Virginia Development Company for Seller have the 22 acres of timbered land at Fawn Lakepower and authority to enter into this Agreement and to bind Seller to the provisions hereof. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as 10.6 As of the date hereof. : (fi) Borrowers represent to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of and warrant that Borrowers has receive no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of and has received no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities notices of any kind action or nature whatsoever whether at law or governmental proceeding in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporationconnection with eminent domain, or any of for a zoning change, which would affect the foregoing’s respective directors, officers, employees, agents, attorneys Property; and legal representatives, or the heirs, administrators, successors or assigns (iii) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ knowledge Seller is not aware of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based structural problems in the improvements constructed upon or the Property and the exterior structures are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, good condition and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Priorrepair.

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller's knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in EXHIBIT 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in EXHIBIT 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (the "Cut Off Date"), and prior to Closing, Seller will not, without the prior written consent of Buyer(which Buyer agrees not to reasonably withhold or delay), cancel (except as may have been previously released)for default by a tenant) or materially amend any Space Lease, in or enter into any new Space Lease or any Service Contract affecting the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject Property not cancelable on 30 days notice. On or prior to the Deed Cut Off Date, Seller may take any of Trustthe foregoing actions without Buyer's consent, provided it delivers a copy of any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period. 10.4 Except as amendedotherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases, and that Permitted Exceptions; and there are no on-site employees or hired persons in connection with the Deed management, operation or maintenance of Trustthe Property; and Buyer shall have no obligation, as amendedliability or responsibility with respect to charges, will be maintained as a valid first lien on the Land in the Fawn Lake Projectsalaries, in each case subject vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the on-going quiet title action filed by Chicago Title Insurance Corporation Property. 10.5 The signatories to this Agreement on behalf of NTS/Virginia Development Company for Seller have the 22 acres of timbered land at Fawn Lakepower and authority to enter into this Agreement and to bind Seller to the provisions hereof. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as 10.6 As of the date hereof. : (fi) Borrowers represent to ▇▇▇ ▇▇▇▇▇▇▇'▇ knowledge Seller is not aware of and warrant that Borrowers has receive no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) to ▇▇▇ ▇▇▇▇▇▇▇'▇ knowledge Seller is not aware of and has received no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities notices of any kind action or nature whatsoever whether at law or governmental proceeding in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporationconnection with eminent domain, or any of for a zoning change, which would affect the foregoing’s respective directors, officers, employees, agents, attorneys Property; and legal representatives, or the heirs, administrators, successors or assigns (iii) to ▇▇▇ ▇▇▇▇▇▇▇'▇ knowledge Seller is not aware of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based structural problems in the improvements constructed upon or the Property and the exterior structures are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, good condition and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Priorrepair.

Covenants and Representations. (a) Borrowers acknowledge Lessee shall keep the Equipment free and unconditionally promise to pay clear of all levies, liens, charges and encumbrances except for the entire Indebtedness security interest of CLCB as provided for herein. During the Term, Lessee shall not, without CLCB's prior written consent, remove the Equipment from the location set forth in the Restated Note and in Schedule pertaining thereto, part with possession or control of the original and amended instruments evidencing and securing Equipment, or sublease, sell, assign, pledge, mortgage or otherwise encumber the Indebtedness. (b) Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, Equipment or any part thereof. CLCB shall be secured by entitled to inspect the Deed Equipment and all records of Trust, as amended, the Additional Mortgage, as amended, Lessee pertaining thereto upon request and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment during normal business hours. Lessee shall not be recorded unless Borrowers are in default under consolidate with or merge into any Event other business entity or convey, transfer or lease substantially all of Default its assets as defined in an entirety to any third party without the Loan Documents and prior written consent of CLCB being first obtained. Lessee shall not cured within without the prior written consent of Lessor: (i) consolidate with or merge into any applicable grace period. other business entity; (eii) Borrowers reaffirm convey, transfer or lease substantially all covenants and representations set forth in of its assets as an entirety to any third party; or (iii) become a party to a leveraged buy-out. In the Restated Noteevent that Lessee is a party to a leveraged buy-out, Deed merger, consolidation, sale or lease of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as substantially all of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporationassets, or any other significant corporate changes, unless Lessor's prior written consent is given, such event shall constitute a Casualty Loss; and in such event, Lessee shall pay Lessor the amount shown in the "Principal Balance" in the Amortization Schedule plus any other amounts owing by Lessee in accordance with the terms of the foregoing’s respective directorsLease for the Equipment if attached to the Schedule pertaining to such Equipment or thereafter furnished by Lessor to Lessee based on the same assumptions used in initially pricing the transaction. Upon the receipt of such amount by Lessor, officersthis Agreement shall terminate and Lessee shall take title to the Equipment AS IS, employeesWHERE IS, agentsWITHOUT WARRANTY, attorneys and legal representativesEXPRESS OR IMPLIED, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are WITH RESPECT TO ANY MATTER WHATSOEVER. Any consent ofLessor shall be in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Priorits sole discretion.

Covenants and Representations. (ai) Borrowers acknowledge The Pledgor covenants and unconditionally promise agrees to pay maintain the entire Indebtedness as net equity value of the Account (after taking into account any outstanding margin indebtedness applicable thereto) so that the net equity value of the Account at all times equals or exceeds 102% of the Commitment (the "COLLATERAL MAINTENANCE REQUIREMENT"). (ii) In the event that at any time the Pledgor is not in compliance with the Collateral Maintenance Requirement, upon two (2) business days' written notice from the Bank, the Pledgor shall, at the option of the Pledgor, either (i) immediately make a payment to the Bank in immediately available funds for application to the Obligations, or (ii) immediately deposit into the Account additional cash, Cash Equivalents and/or Marketable Securities, in any case in an amount sufficient to eliminate any shortfall in the Collateral Maintenance Requirement. (iii) To determine the net equity value of the Account (A) cash shall be valued at 100% of the face amount thereof and (B) Investment Property shall be valued at the applicable percentage set forth in on Schedule A attached hereto of the Restated Note and in then current market value thereof (as reasonably determined by the original and amended instruments evidencing and securing the IndebtednessBank). (b) Borrowers and Lender agree Notwithstanding anything herein to the contrary, the Pledgor may give Entitlement Orders with respect to the Collateral. The Pledgor further covenants that the entire IndebtednessBank may also give Entitlement Orders regarding the Collateral; PROVIDED, as evidenced by HOWEVER, that the Restated Note, shall be secured by Bank agrees that it will exercise such right only after the Deed occurrence of Trust, as amended, an Event of Default and during the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amendedcontinuance thereof. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, So long as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any no Event of Default then exists, the Borrower may request a Permitted Distribution (as defined in below) from the Loan Documents Account. Except for Permitted Distributions and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Noteas otherwise provided herein, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities distributions of any kind or nature whatsoever whether at law or in equity, in contract or in tortwhatsoever, whether now accrued or hereafter maturing (collectivelycash and/or securities, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any are to be made from the Account without the prior written consent of the foregoing’s respective directorsBank. The term "PERMITTED DISTRIBUTION" shall mean a distribution of cash, officersCash Equivalents, employeesMarketable Securities and/or other Investment Property from the Account to the Pledgor, agentsupon the written request of Pledgor, attorneys which request shall (i) demonstrate compliance (after giving effect to the requested distribution) with the Collateral Maintenance Requirement and legal representatives, or (ii) be signed by the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, Pledgor and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “PriorBank.

Covenants and Representations. (a) Borrowers acknowledge As of the date hereof, and unconditionally promise to pay the entire Indebtedness best of Seller's knowledge, Seller covenants, warrants and represents to Buyer the following: 10.1 Seller has obtained any consents from partners and/or shareholders required to permit the transactions contemplated by this Agreement including the sale of the Property to Buyer. 10.2 There is no pending or threatened litigation affecting the Property brought by or against Seller that would materially adversely affect Buyer except as set forth in EXHIBIT 7 attached hereto and made a part hereof. If Seller is served with process or receives notice that litigation relating to the Restated Note and in Property has been commenced against it, Seller shall promptly notify Buyer. The provisions of this Section shall not apply to any litigation relating to the original and amended instruments evidencing and securing the Indebtednessproperty involving personal injury or property damage(s) covered by insurance. (b) Borrowers and Lender agree that 10.3 The Space Leases described in EXHIBIT 2 comprise all the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amendedSpace Leases presently existing, and the other Loan Documents, same have not been materially amended or modified except (if at all) as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement may be set forth in Section A(14Exhibit 2. Seller has neither given nor received any outstanding, uncured notice of default to or from any Space Lease tenant. Following a date which is five (5) business days prior to the expiration of the Recitals hereof Due Diligence Period (the "Cut Off Date"), and prior to Closing, Seller will not, without the prior written consent of Buyer (which Buyer agrees not to reasonably withhold or delay), cancel (except as may have been previously released)for default by a tenant) or materially amend any Space Lease, in or enter into any new Space Lease or any Service Contract affecting the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject Property not cancelable on 30 days notice. On or prior to the Deed Cut Off Date, Seller may take any of Trustthe foregoing actions without Buyer's consent, as amended, and that the Deed provided it delivers a copy of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject any new documentation evidencing same to Buyer not later than three (3) business days prior to the expiration of the Due Diligence Period. 10.4 Except as otherwise expressly provided herein, there are no contracts or agreements affecting the Property other than the Service Contracts, Space Leases, Ground Leases and Permitted Exceptions; and there are no on-going quiet title action filed by Chicago Title Insurance Corporation site employees or hired persons in connection with the management, operation or maintenance of the Property; and Buyer shall have no obligation, liability or responsibility with respect to charges, salaries, vacation pay, fringe benefits or like items subsequent to Closing, nor with any management or employment agreements with respect to the Property. 10.5 The signatories to this Agreement on behalf of NTS/Virginia Development Company for Seller have the 22 acres of timbered land at Fawn Lakepower and authority to enter into this Agreement and to bind Seller to the provisions hereof. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as 10.6 As of the date hereof: (i) to ▇▇▇▇ ▇▇▇▇▇'▇ knowledge Seller is not aware of and has receive no building code violation notices with respect to the Property (other than notices of violations which have been removed or corrected); and (ii) to ▇▇▇▇ ▇▇▇▇▇'▇ knowledge Seller is not aware of and has received no notices of any action or governmental proceeding in connection with eminent domain, or for a zoning change, which would affect the Property; and (iii) to ▇▇▇▇ ▇▇▇▇▇'▇ knowledge Seller is not aware of any structural problems in the improvements constructed upon the Property and the exterior structures are in good condition and repair. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or 10.7 The Ground Leases described on Exhibit 15 are in full force and effect and have not been amended or modified except (if at all) as may be set forth in Exhibit 15. Seller has neither given nor received any manner connected with any Prior Related Event. As an inducement outstanding, uncured notice of default to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties or from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, ground lessor under the term “PriorGround Leases.

Covenants and Representations. (a) Borrowers acknowledge Lessee shall keep the Equipment free and unconditionally promise clear of all levies, liens, charges and encumbrances except for the security interest of CLC as provided for herein. During the Term, Lessee shall not without CLC's written consent, part with possession or control of the Equipment, or sublease, sell, assign, pledge, mortgage or otherwise encumber the Equipment or any part thereof. CLC shall be entitled to pay inspect the entire Indebtedness as set forth Equipment and all records of Lessee pertaining thereto upon request and during normal business hours. It is agreed that the Lessee may desire to engage in the Restated Note and in acquisition of stock and/or assets of other entities from time to time (the original and amended instruments evidencing and securing the Indebtedness. (b) Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, "acquisitions"). Lessee shall be secured permitted to engage in Acquisition and Debt may be assumed by Lessee in connection therewith, so long as (I) the Deed acquisition(s) are related to the Lessee's existing line of Trustbusiness, as amended, (ii) no event of Default exists at the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security time of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously releasedacquisition(s), in (iii) the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amended, and that the Deed of Trust, as amended, acquisition(s) will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any cause an Event of Default as defined in the Loan Documents and not cured within to occur, (iv) any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amendedDebt to any seller must be unsecured, and other Loan Documents(v) acquisitions must be reasonably projected to be accretive to positive earnings within twelve months of closing of acquisitions. Lessee shall not without the prior written consent of Comerica Leasing Corporation: convey, transfer or lease substantially all of its assets as amendedan entirety to any third party. In the event that Lessee is a party to a leveraged buy-out, as if such covenants and representations were made as merger, consolidation, sale or lease of the date hereof. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes substantially all of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporationassets, or any other significant corporate changes, such event shall constitute a Casualty Loss; and in such event, Lessee shall pay Comerica Leasing Corporation the amount shown as the "Principal Balance" in the Amortization Schedule plus any other amounts owing by Lessee in accordance with the terms of the foregoing’s respective directorsLease for the Equipment if attached to the Schedule pertaining to such Equipment or thereafter furnished by Comerica Leasing Corporation to Lessee based on the same assumptions used in initially pricing the transaction unless Comerica Leasing Corporation's prior written consent is given. Upon the receipt of such amount by Comerica Leasing Corporation, officersthis Agreement shall terminate and Lessee shall take title to the Equipment AS IS, employeesWHERE IS, agentsWITHOUT WARRANTY, attorneys and legal representativesEXPRESS OR IMPLIED, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “PriorWITH RESPECT TO ANY MATTER WHATSOEVER.

Covenants and Representations. (a) Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness. (b) Borrowers and Lender agree that the entire Indebtedness, as evidenced by the Restated Note, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that While this Agreement is made in reliance upon effect or any amount owing under this Agreement remains unpaid, the security of such Deed of Trust, as amended, Additional Mortgage, as amendedBorrower covenants and agrees with, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that to, the Bank that: all factual information set out in this Agreement (including the recitals to this Agreement) and all additional information given or caused to be supplied by the Borrower to the Bank is true and accurate and there are no material adverse facts or circumstances or changes in financial condition undisclosed to the Bank which may materially adversely affect the Bank, the Borrower’s prospects or ability to observe and perform all obligations hereunder; the Property is or will be used by the Borrower as owner-occupied residential premises and the Borrower will not let/sublet the whole or any part of the Property; if the Loan is to finance the building of or improvements to residential premises on the Property: the Borrower covenants and agrees with the Bank to construct or improve, as the case may be, a residence in accordance with plans and specifications which meet or exceed Canada Mortgage and Housing Corporation construction standards and applicable laws, and to carry on diligently to completion the construction or improvements of such residence, it is the true intention that all advances from time to time be made in accordance with the progress of such building or improvement and/or upon its completion and lawful owner occupation; and the Borrower agrees that neither the execution of this Agreement nor the advance of part of the land, as described in Principal Sum shall bind the Third Mortgage Loan Modification Agreement set forth in Section A(14) of Bank to advance the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject to the Deed of Trust, as amendedPrincipal Sum or any un-advanced part thereof, and that the Deed advance of Trust, as amended, will the Principal Sum or any part thereof or any additional principal amounts advanced by the Bank to the Borrower from time to time shall be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. (d) Orlando Lake Forest represents sole and warrants that it is the true and lawful owner absolute discretion of the Additional Property subject to Bank; the Additional Mortgage and Additional Assignment, each as amended, and Borrower shall ensure that the Additional Mortgage Property is maintained and Additional Assignmentused in compliance with all applicable laws, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as including those of the date hereof. Nisga’a Nation, the Nisga’a Village of   and any requirements of a residential housing program (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, the “ClaimsProgram”) against Lenderestablished by the Nisga’a Lisims Government executive established under the Nisga’a Constitution (the “Executive”) under the Nisga’a Programs and Services Delivery Act; and the Borrower will comply with all terms, its direct covenants, undertakings or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any obligations of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “PriorMortgage.

Covenants and Representations. Borrower hereby represents and warrants to Lender that, to (a) Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth Mortgaged Property is not in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness. violation of any Environmental Laws; (b) Borrowers no Hazardous Material is present at the Mortgaged Property; (c) no Hazardous Material has been discharged, generated, treated, disposed of or stored on, incorporated in, or removed or transported from the Mortgaged Property otherwise than in compliance with all Environmental Laws; and (d) no underground storage tanks exist on any of the Mortgaged Property. Until a Foreclosure Transfer, Borrower shall keep the Mortgaged Property free from Hazardous Material and in compliance with all Environmental Laws. Borrower shall notify Lender agree that within five (5) business days after it becomes aware of the entire Indebtednessexistence of any Hazardous Material on, or any alleged or actual violation of any Environmental Laws with respect to, the Mortgaged Property. Borrower shall remove any such Hazardous Material and/or cure any such violations, as evidenced applicable, as required by law, promptly after it becomes aware of same, at its sole expense. Nothing herein shall prevent Borrower from recovering such expenses from any other party (excluding Lender) that may be liable for such removal or cure. If, at any time and from time to time until the Restated Noteoccurrence of a Foreclosure Transfer, Lender has reasonable cause to believe that Borrower has violated, or permitted any violations, any breach of the foregoing, then Borrower shall provide, at its sole expense, an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Lender indicating the presence or absence of Hazardous Material on, or violation of Environmental Laws at the Mortgaged Property. If Borrower fails to provide such inspection or audit within thirty (30) days after such request, Lender may order same, and Borrower hereby grants to Lender and its employees and agents access to the Mortgaged Property to undertake such inspection or audit. The cost of such inspection or audit shall be immediately due and payable, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject added to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. Debt (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents Note) and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in shall bear interest at the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of Default Rate from the date hereofexpended by Lender until paid by Borrower. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior

Covenants and Representations. Indemnitor hereby represents and warrants to ----------------------------- Lender that, to the best of its knowledge, after due inquiry and investigation, the Mortgaged Property is not subject to any private or governmental lien or judicial or administrative notice or action relating to any Hazardous Material; and except as disclosed to Lender in the Environmental Report: (a) Borrowers acknowledge and unconditionally promise to pay the entire Indebtedness as set forth Mortgaged Property is not in the Restated Note and in the original and amended instruments evidencing and securing the Indebtedness. violation of any Environmental Laws; (b) Borrowers no Hazardous Material is present at the Mortgaged Property; (c) no Hazardous Material has been discharged, generated, treated, disposed of or stored on, incorporated in, or removed or transported from the Mortgaged Property otherwise than in compliance with all Environmental Laws; and (d) no underground storage tanks exist on any of the Mortgaged Property. Until a Foreclosure Transfer, Indemnitor shall keep the Mortgaged Property free from Hazardous Material and in compliance with all Environmental Laws. Indemnitor shall notify Lender agree that within five (5) business days after it becomes aware of the entire Indebtednessexistence of any Hazardous Material on, or any alleged or actual violation of any Environmental Laws with respect to, the Mortgaged Property. Indemnitor shall remove any such Hazardous Material and/or cure any such violations, as evidenced applicable, as required by law, promptly after it becomes aware of same, at its sole expense. Nothing herein shall prevent Indemnitor from recovering such expenses from any other party (excluding Lender) that may be liable for such removal or cure. If, at any time and from time to time until the Restated Noteoccurrence of a Foreclosure Transfer, Lender has reasonable cause to believe that Indemnitor has violated, or permitted any violations, any breach of the foregoing, then Indemnitor shall provide, at its sole expense, an inspection or audit of the Mortgaged Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Lender indicating the presence or absence of Hazardous Material on, or violation of Environmental Laws at the Mortgaged Property. If Indemnitor fails to provide such inspection or audit within thirty (30) days after such request, Lender may order same, and Indemnitor hereby grants to Lender and its employees and agents access to the Mortgaged Property to undertake such inspection or audit. The cost of such inspection or audit shall be immediately due and payable, shall be secured by the Deed of Trust, as amended, the Additional Mortgage, as amended, and the other Loan Documents, as amended, and the parties agree and acknowledge that this Agreement is made in reliance upon the security of such Deed of Trust, as amended, Additional Mortgage, as amended, and other Loan Documents, as amended. (c) NTS/Virginia represents and warrants that it is the true and lawful owner of the land, as described in the Third Mortgage Loan Modification Agreement set forth in Section A(14) of the Recitals hereof (except as may have been previously released), in the Fawn Lake Project located in Spotsylvania County, Virginia (“Fawn Lake Project”), subject added to the Deed of Trust, as amended, and that the Deed of Trust, as amended, will be maintained as a valid first lien on the Land in the Fawn Lake Project, in each case subject to the on-going quiet title action filed by Chicago Title Insurance Corporation on behalf of NTS/Virginia Development Company for the 22 acres of timbered land at Fawn Lake. Debt (d) Orlando Lake Forest represents and warrants that it is the true and lawful owner of the Additional Property subject to the Additional Mortgage and Additional Assignment, each as amended, and that the Additional Mortgage and Additional Assignment, each as amended, are and will be maintained as a valid first mortgage lien on the Additional Property; provided, however, such Additional Mortgage and Additional Assignment shall not be recorded unless Borrowers are in default under any Event of Default as defined in the Loan Documents Note) and not cured within any applicable grace period. (e) Borrowers reaffirm all covenants and representations set forth in shall bear interest at the Restated Note, Deed of Trust, as amended, and other Loan Documents, as amended, as if such covenants and representations were made as of Default Rate from the date hereofexpended by Lender until paid by Indemnitor. (f) Borrowers represent and warrant that Borrowers have no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, whether now accrued or hereafter maturing (collectively, “Claims”) against Lender, its direct or indirect parent corporation or any direct or indirect affiliates of such parent corporation, or any of the foregoing’s respective directors, officers, employees, agents, attorneys and legal representatives, or the heirs, administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As an inducement to Lender to enter into this Agreement, Borrowers on behalf of each of them, and all of their respective successors and assigns hereby knowingly and voluntarily release and discharge all Lender Parties from any and all Claims, whether known or unknown, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event. As used herein, the term “Prior