Common use of Representations and Warranties of the Members Clause in Contracts

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member of the Members represents and warrants as of the Effective Date to each of the other Members and the Company as follows: (ia) It is duly organizedThe Units being acquired by such Member are being purchased for such Member’s own account and not with a view to, validly existing and or for sale in good standing connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Such Member understands that such Units have not been registered under the Laws Securities Act or any state securities laws by reason of its jurisdiction their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements thereof and that the reliance of formation with all the Company and others upon such exemptions is predicated in part by the representations and warranties of such Member contained in this Agreement. (b) Such Member has the requisite power and authority (whether corporate or otherwise) and legal capacity to enter into into, and to carry out its obligations under, this Agreement. (c) The execution and delivery by such Member of this Agreement and to conduct the business consummation by such Member of the Companytransactions contemplated by this Agreement have been duly authorized before the Effective Date by all necessary action on the part of such Member. (iid) This Agreement has been duly executed and delivered by such Member and constitutes the legal, a valid and binding obligation of the enforceable against such Member enforceable in accordance with its terms. (e) Such Member is not subject to, or obligated under, any provision of (i) any agreement, arrangement or understanding, (ii) any license, franchise or permit or (iii) No consents any law, regulation, order, judgment or approvals are required from decree that would be breached or violated, or in respect of which a right of termination or acceleration or any governmental authority or other person or entity for the Member to enter into encumbrance on any of such Member’s assets would be created, by such Member’s execution, delivery and performance of this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated herebyby this Agreement, have been duly takenexcept for such agreements as to which a Member has previously obtained the consent of the other party or parties thereto. (ivf) The execution and delivery of this Agreement No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court, third party or authority is necessary on such Member’s part, which has not previously been obtained by the Member, and such Member for the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vig) It understands that (A) an investment in No Person has or will have, as a result of any act or omission by such Member any right, interest or valid claim against the Company involves substantial and or any other Member for any commission, fee or other compensation as a high degree of riskfinder or broker, or in any similar capacity, in connection with the transactions contemplated by this Agreement. (Bh) no federal If such Member is or state agency has passed on the offer and sale ever becomes an employee of the Interest in the Company to Company, such Person, (C) it must bear the economic risk Member acknowledges and agrees that such Member’s ownership of such Person’s investment in the Company for Units and status as a Member does not constitute an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold express or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in implied promise by the Company of continued employment and will not interfere in any way with the Company’s right to terminate such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or employment at any time. (i) Such Member is an exemption “accredited investor” as defined in Regulation D of the Securities Act. (j) The Member has had an opportunity to ask questions of and receive answers from such registration is available, (D) there is no established market for the Interest of such Person in the Company or its designated representatives and no public market will develop has had the opportunity to examine such documents and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating information which the merits and risks of an investment in the Company. It Member has acquired its Interest solely for investment purposes only and not requested for the purpose of resale. (vii) Neither such Memberanswering questions the Member may have concerning the terms and conditions of this investment, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations questions have been answered and warranties shall represent recourse obligations such documents and information have been reviewed to the full satisfaction of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member(s) as follows: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority Governmental Authority or other person or entity for the Member to enter into this Agreement and the CompanyAgreement. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The No Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It . (b) In addition to the representations and warranties set forth above, Operating Member represents, warrants and covenants to MN Retail as follows: (i) Operating Member is a limited liability company currently existing pursuant to that certain Certificate of Formation filed with the Secretary of State of Delaware on August 7, 2015, and that certain limited liability company operating agreement dated September 4, 2015 (collectively, the “Operating Member Organizational Documents”), and a true and correct copy of the Operating Member Organizational Documents have been provided to counsel for MN Retail. (ii) The Operating Member Organizational Documents have not been terminated nor modified or amended and continue to be in full force and effect. (iii) No consent or authorization of any other persons or entities, other than those whose consent has acquired its Interest solely been secured, is required for investment purposes only Operating Member to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iv) The offer and sale of interests in Operating Member has been undertaken in full compliance with all applicable federal and state securities laws and no interests in Operating Member have been offered or sold to any person who was not for at the purpose time of resalesuch offer or sale an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933 and Rule 501 promulgated thereunder and under the securities laws of various states. (v) The Key Persons own, directly or indirectly, 52% of the Operating Member and have the power to direct the management and policies of Operating Member. (vi) Operating Member hereby covenants and agrees not to amend or permit the amendment of the management and control provisions of the Operating Member Organizational Documents without the prior written consent of MN Retail. (vii) Neither such MemberThe issuance of all ownership interests in Operating Member was accomplished in accordance with all laws, norincluding, to such Member’s knowledgewithout limitation, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwiseall securities laws. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member It is in compliance with all applicable provisions anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the USA Patriot Bank Secrecy Act (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Pub. L. No. 107-56Title III of the USA PATRIOT Act (the “Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC applicable to Operating Member, and related Securities and Exchange Commission, SRO or other agency rules and regulations applicable to Operating Member, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance. (ix) Neither: (a) Operating Member, any Affiliate of Operating Member nor any Person controlled by Operating Member; nor (b) In additionto the best of knowledge of Operating Member, HP represents and warrants after making due inquiry, any Person who owns a controlling interest in or otherwise controls Operating Member; nor (c) to BH that it and the Submanager are Controlled best of knowledge of Operating Member, if Operating Member is a privately held entity, any Person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in Operating Member; nor (d) any Person for whom Operating Member is acting as agent or nominee in connection with this investment, is a country, territory, Person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, Person, organization, or entity under any economic sanctions program administered or maintained by the HP PersonsOFAC. (cx) Each Unless disclosed in writing to MN Retail on the date hereof, it is not a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, that it is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and that, to the best of Operating Member’s knowledge, after making due inquiry, none of the direct or indirect owners of Operating Member (other than any owner(s) of any interest(s) in a publicly traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure. (xi) Subject to any confidentiality obligations existing as of the date of any request by MN Retail, Operating Member agrees that, upon receiving a request from MN Retail, Operating Member shall provide information reasonably required by MN Retail (a) that indicates that the representations, warranties and covenants of Operating Member set forth in this Section 13.01(b) are true, and (b) to indemnify permit MN Retail to comply with its obligations under all applicable anti-money laundering and anti-terrorist laws, regulations and executive orders. Operating Member consents to the disclosure to United States regulators and law enforcement authorities by MN Retail and its Affiliates of such information about Operating Member that MN Retail reasonably deems necessary or appropriate to comply with applicable anti-money laundering and anti-terrorist laws, regulations, and executive orders. (xii) Operating Member agrees that as a condition of any Transfer of any of its direct or indirect interest in the Company, MN Retail has the right to require full compliance with these representations, warranties and covenants, to the satisfaction of MN Retail, with respect to any transferee and any Person who owns or otherwise controls the transferee. (xiii) Operating Member shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless MN Retail and the Company Company, and each general or limited partner of MN Retail or any Affiliate, shareholder, member or other Member and their officersholder of any equity interest in MN Retail, directorsor any manager, shareholdersofficer or director of the foregoing (collectively, partnersthe “MN Retail and/or Company Indemnitees”), members, employees, successors and assigns from and against any losses, claims, demands, liabilities, costs, damages, expenses and all loss, damage, liability or expense (including costs and attorneys’ fees) causes of action to which they such MN Retail and/or Company Indemnitees may incur by reason of, or become subject in connection with, with any breach of these representations, warranties and covenants that causes a breach or violation or failed condition under any documents by which the foregoing representations Company is bound (such as loan documents). (xiv) Operating Member acknowledges and agrees that if, following its investment in the Company, MN Retail reasonably believes that Operating Member has breached its representations, warranties or those covenants set forth herein, or that action is otherwise required by law or regulation, MN Retail has the right or may be obligated to freeze or block the investment, to prohibit additional investments, to segregate the assets constituting the investment in Article XIV made by accordance with applicable OFAC laws and regulations, to decline any redemption or Transfer requests, to redeem Operating Member’s investment, and/or to report such action to government authorities. Operating Member and all such representations and warranties shall represent recourse obligations of the Members and further acknowledges that it will survive the execution and delivery of this Agreement and the termination and dissolution of have no claim against the Company and/or MN Retail or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective its Affiliates for any losses or liabilities incurred by them under form of damages as a result of any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BHforegoing actions.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq Brush Island Capital, LLC or AmeriSphere Lender and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HPCH, nor any HP CH Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-5656 in all material respects. (b) In addition, HP CH represents and warrants to BH that it it, and for so long as CHRES/Management, L.L.C. is the Submanager Property Manager, the Property Manager are or will be Controlled by at least one of the HP CH Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member hereby represents and warrants to the other Members Member, as followsof the date hereof that: (ia) It Such Member is duly organized, validly existing and (to the extent such concept is relevant under its jurisdiction of incorporation or formation) in good standing under the Laws laws of its jurisdiction of formation incorporation or formation, with all requisite power and authority to enter into and perform this Agreement and to conduct the business of the CompanyAgreement. (iib) This Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of the such Member, enforceable against such Member enforceable in accordance with its terms. (iiic) No consents or approvals are required from any governmental authority or other person or entity Person for the such Member to enter into this Agreement and form the CompanyVenture. All limited liability company, corporate corporate, partnership or partnership trust action on the part of the such Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (ivd) The Neither the execution and delivery of this Agreement by the such Member, and nor the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it is or its properties are bound bound, or any law, rule, regulation, order or decree to which it or its properties are subject. 1160165.07-NYCSR03A - MSW (e) Such Member acknowledges that (i) the Interest issued to such Member has not been registered under the Securities Act of 1933, as amended, or state securities laws, (ii) the Interest, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iii) there is no public market for the Interest, and (iv) neither the Venture nor any other Member has any obligation or intention to register the Interest for resale under the Securities Act of 1933, as amended, or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. (vf) The Such Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition hereby acknowledges that because of the Company Property restrictions on transfer or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale assignment of the Interest which are set forth in the Company this Agreement, such Member may have to such Person, (C) it must bear the economic risk of such Person’s its investment in the Company Venture for an indefinite period of time. (g) On behalf of itself and each assignee or transferee of it, since such Person’s Member is acquiring its Interest for its own account for investment and not with a view to the distribution or resale thereof, or with the present intention of distributing or reselling such Interest, and that it will not transfer or attempt to transfer its Interest in the Company has not been registered for sale under violation of the Securities Act of 1933 and1933, thereforeas amended, cannot be sold or otherwise transferred unless subsequently registered under the Securities Exchange Act of 1933 1934, as amended, or any other applicable federal, state or local securities law. Nothing herein shall be construed to create or impose on the Venture or any Member an exemption from such registration is available, and the obligation to register any transfer of any Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resaleany portion thereof. (viih) Neither such Member, nor, to such Member’s To the best of its knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, the Capital Contributions contributed by such Member to the extent such funds originate outside the United StatesVenture were not and are not directly or indirectly derived from activities that may contravene applicable federal, do not violate the Laws of the jurisdiction in which they originatedstate or international laws and regulations, including anti-money laundering laws and regulations; and (ii) from permissible sources under United States law and to the extent none of (A) such funds originate outside the United StatesMember, (B) any person Controlling or Controlled by such Member, (C) if such Member is a privately held entity, any person having a beneficial interest in such Member, or (D) any person for whom such Member is acting as agent or nominee in connection with this investment, is a country, territory, individual or entity named on an OFAC list, nor is a person or entity prohibited under the Laws OFAC Programs. As used herein, “OFAC Programs” mean the programs administered by U.S. Treasury Department’s Office of Foreign Assets Control that prohibit dealings with individuals or entities in certain countries regardless of whether such individuals or entities appear on the jurisdiction in which they originatedOFAC lists. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Except as identified in the LOI, the Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, Member nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HPMember, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”)amended, is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents each of AW Investor and warrants AW Manager represent and warrant to BH that it and the Submanager they are Controlled by the HP AW Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV and/or in the Contribution Agreement made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite entity power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No Except for the gaming licenses, no consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and become a member of the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf in connection with the acquisition of the Company any Property or the execution and delivery of this Agreement. (vi) It Each Member understands that (A) an investment in the Company involves a substantial and a high degree of riskrisk and does hereby represent that it has a net worth sufficient to bear the economic risk of its investment in the Company, (B) no federal or state agency has passed on the offer and sale of the an Interest in the Company to such PersonCompany, (C) it must bear the economic risk of such Person’s an investment in the Company for an indefinite period of time, since such Person’s Interest Interests in the Company has have not been registered for sale under the Securities Act of 1933 1933, as amended (the "Securities Act") and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person any Interests cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company Interests and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resaledevelop. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Each Member represents and with respect only to HP, nor any HP Person warrants that it is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” an "accredited investor" as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business Regulation D of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, PubSecurities Act. L. No. 107-56.36 (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including reasonable out of pocket costs and attorneys’ ' fees) which they may incur by reason ofreason, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of any Member and/or the Company (nothing herein shall constitute a waiver or extension of any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers applicable statute of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BHlimitations).

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member(s) as followsfollows as of the Effective Date: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority Governmental Authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The No Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf in connection with the acquisition of the Initial Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (viib) Neither such MemberIn addition to the representations and warranties set forth above, norAscendant Member represents, warrants and covenants to such Member’s knowledge, any Person who holds any interest in such GAP as follows: (i) Ascendant Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person limited liability company currently existing pursuant to that certain Certificate of Formation filed with whom a U.S. Personthe Secretary of State of Delaware on July 10, including a 2020, and that certain limited liability company operating agreement of Ascendant Member in effect as of the Effective Date (collectively, the “financial institutionAscendant Member Organizational Documents”). (ii) The Ascendant Member Organizational Documents have not been terminated, and continue to be in full force and effect. (iii) No consent or authorization of any other persons or entities, other than those whose consent has been secured, is required for Ascendant Member to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iv) The offer and sale of interests in Ascendant Member has been undertaken in full compliance with all applicable federal and state securities laws and no interests in Ascendant Member have been offered or sold to any person who was not at the time of such offer or sale an “accredited investor” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business Section 2(15) of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises Securities Act of 1933 and Rule 501 promulgated thereunder and under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwisesecurities laws of various states. (viiiv) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member It is in compliance with all applicable provisions anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including, without limitation, the reporting, record keeping and compliance requirements of the USA Patriot Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Pub. L. No. 107-56Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by OFAC applicable to Ascendant Member, and related Securities and Exchange Commission, SRO or other agency rules and regulations applicable to Ascendant Member, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance. (vi) Neither: (a) Ascendant Member, any Affiliate of Ascendant Member nor any Person controlled by Ascendant Member; nor (b) In additionto the best of knowledge of Ascendant Member, HP represents and warrants after making due inquiry, any Person who owns a controlling interest in or otherwise controls Ascendant Member; nor (c) to BH the best of knowledge of Ascendant Member, if Ascendant Member is a privately held entity, any Person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in Ascendant Member; nor (d) any Person for whom Ascendant Member is acting as agent or nominee in connection with this investment, is a country, territory, Person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, Person, organization, or entity under any economic sanctions program administered or maintained by OFAC. (vii) Unless disclosed in writing to GAP on the date hereof, it is not a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, that it is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and that, to the Submanager best of Ascendant Member’s knowledge, after making due inquiry, none of the direct or indirect owners of Ascendant Member (other than any owner(s) of any interest(s) in a publicly traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure. (viii) Subject to any confidentiality obligations existing as of the date of any request by GAP, Ascendant Member agrees that, upon receiving a request from GAP, Ascendant Member shall provide information reasonably required by GAP (a) that indicates that the representations, warranties and covenants of Ascendant Member set forth in this Section 13.01(b) are Controlled true, and (b) to permit GAP to comply with its obligations under all applicable anti-money laundering and anti-terrorist laws, regulations and executive orders. Ascendant Member consents to the disclosure to United States regulators and law enforcement authorities by GAP and its Affiliates of such information about Ascendant Member that GAP reasonably deems necessary or appropriate to comply with applicable anti-money laundering and anti-terrorist laws, regulations, and executive orders. (ix) Ascendant Member agrees that as a condition of any Transfer of any of its direct or indirect interest in the HP PersonsCompany, GAP has the right to require full compliance with these representations, warranties and covenants, to the satisfaction of GAP, with respect to any transferee and any Person who owns or otherwise controls the transferee. (x) Ascendant Member acknowledges and agrees that if, following its investment in the Company, GAP reasonably believes that Ascendant Member has breached its representations, warranties or covenants set forth in clauses (v), (vi) (vii) or (viii) of this Section 13.01(b), or that action is otherwise required by law or regulation, GAP has the right or may be obligated to freeze or block the investment, to prohibit additional investments, to segregate the assets constituting the investment in accordance with applicable OFAC laws and regulations, to decline any Transfer requests and/or to report such action to government authorities. Ascendant Member further acknowledges that it will have no claim against the Company and/or GAP or its Affiliates for any form of damages as a result of any of the foregoing actions. (xi) Ascendant Member is a “United States person” for United States federal income tax purposes. (xii) Neither Ascendant Member, nor any of its direct or indirect members, partners, principals, officers, directors or any Affiliate thereof, is receiving or is otherwise entitled to receive, or will receive, any form of compensation (finder’s fees, commissions, consulting fees, equity interests, referral fees, or any similar payment or compensation, whether deferred or contingent) from the Seller or any third party (including brokers) in connection with GAP entering into this Agreement, the Watermark Investment, and/or the Company’s direct or indirect ownership and/or the Company’s acquisition or operation of the Watermark Interest. (c) In addition to the representations and warranties set forth above, GAP represents, warrants and covenants to Ascendant Member as follows: (i) GAP is a limited partnership currently existing pursuant to that certain Certificate of Limited Partnership filed with the Secretary of State of Delaware on July 21, 2020, and that certain limited partnership agreement of GAP in effect as of the Effective Date (collectively, the “GAP Organizational Documents”). (ii) The GAP Organizational Documents have not been terminated and continue to be in full force and effect. (iii) No consent or authorization of any other persons or entities, other than those whose consent has been secured, is required for GAP to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iv) The offer and sale of interests in GAP has been undertaken in full compliance with all applicable federal and state securities laws and no interests in GAP have been offered or sold to any person who was not at the time of such offer or sale an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933 and Rule 501 promulgated thereunder and under the securities laws of various states. (v) It is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including, without limitation, the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by OFAC applicable to Ascendant Member, and related Securities and Exchange Commission, SRO or other agency rules and regulations applicable to Ascendant Member, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such compliance. (vi) Neither: (a) GAP, any Affiliate of GAP nor any Person controlled by GAP; nor (b) to the best of knowledge of GAP, after making due inquiry, any Person who owns a controlling interest in or otherwise controls GAP; nor (c) to the best of knowledge of GAP, if GAP is a privately held entity, any Person otherwise having a direct or indirect beneficial interest (other than with respect to an interest in a publicly traded entity) in GAP; nor (d) any Person for whom GAP is acting as agent or nominee in connection with this investment, is a country, territory, Person, organization, or entity named on an OFAC List, nor is a prohibited country, territory, Person, organization, or entity under any economic sanctions program administered or maintained by OFAC. (vii) Unless disclosed in writing to Ascendant Member on the date hereof, it is not a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, that it is not controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure, and that, to the best of GAP’s knowledge, after making due inquiry, none of the direct or indirect owners of GAP (other than any owner(s) of any interest(s) in a publicly traded entity) is a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure. (viii) Subject to any confidentiality obligations existing as of the date of any request by Ascendant Member, GAP agrees that, upon receiving a request from Ascendant Member, GAP shall provide information reasonably required by Ascendant Member (a) that indicates that the representations, warranties and covenants of GAP set forth in this Section 13.01(c) are true, and (b) to permit Ascendant Member to comply with its obligations under all applicable anti-money laundering and anti-terrorist laws, regulations and executive orders. GAP consents to the disclosure to United States regulators and law enforcement authorities by Ascendant Member and its Affiliates of such information about GAP that Ascendant Member reasonably deems necessary or appropriate to comply with applicable anti-money laundering and anti-terrorist laws, regulations, and executive orders. (ix) GAP agrees that as a condition of any Transfer of any of its direct or indirect interest in the Company, Ascendant Member has the right to require full compliance with these representations, warranties and covenants, to the satisfaction of Ascendant Member, with respect to any transferee and any Person who owns or otherwise controls the transferee. (x) GAP acknowledges and agrees that if, following its investment in the Company, Ascendant Member reasonably believes that GAP has breached its representations, warranties or covenants set forth in clauses (v), (vi) (vii) or (viii) of this Section 13.01(c) or that action is otherwise required by law or regulation, Ascendant Member has the right or may be obligated to freeze or block the investment, to prohibit additional investments, to segregate the assets constituting the investment in accordance with applicable OFAC laws and regulations, to decline any Transfer requests and/or to report such action to government authorities. GAP further acknowledges that it will have no claim against the Company and/or Ascendant Member or its Affiliates for any form of damages as a result of any of the foregoing actions. (xi) GAP is a “United States person” for United States federal income tax purposes. (xii) Neither GAP, nor any of its direct or indirect members, partners, principals, officers, directors or any Affiliate thereof, is receiving or is otherwise entitled to receive, or will receive, any form of compensation (finder’s fees, commissions, consulting fees, equity interests, referral fees, or any similar payment or compensation, whether deferred or contingent) from the Seller or any third party (including brokers) in connection with Ascendant Member entering into this Agreement, the Watermark Investment, and/or the Company’s direct or indirect ownership and/or the Company’s acquisition or operation of the Watermark Interest. (d) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including including, without limitation, costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of Ascendant Member and/or the Company or any other Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member hereby represents and warrants to the other Members Member, as followsof the date hereof that: (ia) It Such Member is duly organized, validly existing and (to the extent such concept is relevant under its jurisdiction of incorporation or formation) in good standing under the Laws laws of its jurisdiction of formation incorporation or formation, with all requisite power and authority to enter into and perform this Agreement and to conduct the business of the CompanyAgreement. (iib) This Agreement has been duly authorized, executed and delivered by such Member and constitutes the legal, valid and binding obligation of the such Member, enforceable against such Member enforceable in accordance with its terms. (iiic) No consents or approvals are required from any governmental authority or other person or entity Person for the such Member to enter into this Agreement and form the CompanyVenture. All limited liability company, corporate corporate, partnership or partnership trust action on the part of the such Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (ivd) The Neither the execution and delivery of this Agreement by the such Member, and nor the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it is or its properties are bound bound, or any law, rule, regulation, order or decree to which it or its properties are subject. (ve) The Such Member acknowledges that (i) the Interest issued to such Member has not retained been registered under the Securities Act of 1933, as amended, or state securities laws, (ii) the Interest, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iii) there is no public market for the Interest, and (iv) neither the Venture nor any brokerother Member has any obligation or intention to register the Interest for resale under the Securities Act of 1933, finder as amended, or other commission any state securities laws or fee agent other than NorthMarq or AmeriSphere and no to take any action that would make available any exemption from the registration requirements of such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreementlaws. (vif) It understands Such Member hereby acknowledges that (A) an investment in because of the Company involves substantial and a high degree of risk, (B) no federal restrictions on transfer or state agency has passed on the offer and sale assignment of the Interest which are set forth in the Company this Agreement, such Member may have to such Person, (C) it must bear the economic risk of such Person’s its investment in the Company Venture for an indefinite period of time. (g) On behalf of itself and each assignee or transferee of it, since such Person’s Member is acquiring its Interest for its own account for investment and not with a view to the distribution or resale thereof, or with the present intention of distributing or reselling such Interest, and that it will not transfer or attempt to transfer its Interest in the Company has not been registered for sale under violation of the Securities Act of 1933 and1933, thereforeas amended, cannot be sold or otherwise transferred unless subsequently registered under the Securities Exchange Act of 1933 1934, as amended, or any other applicable federal, state or local securities law. Nothing herein shall be construed to create or impose on the Venture or any Member an exemption from such registration is available, and the obligation to register any transfer of any Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resaleany portion thereof. (viih) Neither such Member, nor, to such Member’s To the best of its knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, the Capital Contributions contributed by such Member to the extent such funds originate outside the United StatesVenture were not and are not directly or indirectly derived from activities that may contravene applicable federal, do not violate the Laws of the jurisdiction in which they originatedstate or international laws and regulations, including anti-money laundering laws and regulations; and (ii) from permissible sources under United States law and to the extent none of (A) such funds originate outside the United StatesMember, (B) any person Controlling or Controlled by such Member, (C) if such Member is a privately held entity, any person having a beneficial interest in such Member, or (D) any person for whom such Member is acting as agent or nominee in connection with this investment, is a country, territory, individual or entity named on an OFAC list, nor is a person or entity prohibited under the Laws OFAC Programs. As used herein, “OFAC Programs” mean the programs administered by U.S. Treasury Department’s Office of Foreign Assets Control that prohibit dealings with individuals or entities in certain countries regardless of whether such individuals or entities appear on the jurisdiction in which they originatedOFAC lists. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member of the Members represents and warrants as of the Effective Date to each of the other Members and the Company as follows: (ia) It is duly organizedThe Units being acquired by such Member are being purchased for such Member’s own account and not with a view to, validly existing and or for sale in good standing connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Such Member understands that such Units have not been registered under the Laws Securities Act or any state securities laws by reason of its jurisdiction their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements thereof and that the reliance of formation with all the Company and others upon such exemptions is predicated in part by the representations and warranties of such Member contained in this Agreement. (b) Such Member has the requisite power and authority (whether corporate or otherwise) and legal capacity to enter into into, and to carry out its obligations under, this Agreement. (c) The execution and delivery by such Member of this Agreement and to conduct the business consummation by such Member of the Companytransactions contemplated by this Agreement have been duly authorized before the Effective Date by all necessary action on the part of such Member. (iid) This Agreement has been duly executed and delivered by such Member and constitutes the legal, a valid and binding obligation of the enforceable against such Member enforceable in accordance with its terms. (e) Such Member is not subject to, or obligated under, any provision of (i) any agreement, arrangement or understanding, (ii) any license, franchise or permit or (iii) No consents any law, regulation, order, judgment or approvals are required from decree that would be breached or violated, or in respect of which a right of termination or acceleration or any governmental authority or other person or entity for the Member to enter into encumbrance on any of such Member’s assets would be created, by such Member’s execution, delivery and performance of this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated herebyby this Agreement, have been duly takenexcept for such agreements as to which a Member has previously obtained the consent of the other party or parties thereto. (ivf) The execution and delivery of this Agreement No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court, third party or authority is necessary on such Member’s part, which has not previously been obtained by the Member, and such Member for the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vig) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal No Person has or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z)have, as amended (“Financial Institution”), is prohibited from transacting business a result of the type contemplated by this Agreement any act or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made omission by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of any right, interest or valid claim against the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates other Member for any losses commission, fee or liabilities incurred other compensation as a finder or broker, or in any similar capacity, in connection with the transactions contemplated by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers this Agreement. (h) If such Member is or ever becomes an employee of the Property Company, such Member acknowledges and agrees that such Member’s ownership of Units and status as a Member does not constitute an express or implied promise by BH or its Affiliates, from the Company of continued employment and will not interfere in any transfers of direct or indirect interests in BH, or from way with the fraud, willful misconduct or gross negligence of BHCompany’s right to terminate such employment at any time.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere Lender and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HPMP, nor any HP MP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP MP represents and warrants to BH that it and the Submanager Property Manager are Controlled by the HP MP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HPMP, the HP MP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (ia) It such Member is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation formation, with all requisite power and authority to enter into this Agreement and to conduct the business of the Company.; (iib) This this Agreement constitutes the legal, valid and binding obligation of the such Member and is enforceable in accordance with its terms.; (iiic) No no consents or approvals are required from any governmental authority or other person or entity for the such Member to enter into this Agreement and become a member of the Company. All ; (d) all limited liability company, corporate corporate, or partnership action on the part of the such Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken.; (ive) The the execution and delivery of this Agreement by the such Member, and the consummation of the transactions contemplated hereby, does not conflict with with, or contravene contravene, the provisions of its organizational organic documents or any agreement or instrument by which it is, or its properties are bound are, bound, or any law, rule, regulation, order order, or decree to which it is, or its properties are are, subject.; (vf) The such Member has not retained any broker, finder finder, or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf behalf, in connection with the acquisition of the Company Property Shopping Center or the execution and delivery of this Agreement.; (vig) It understands that (A) an such Member has acquired its Interest for its own account for investment only, and not with a view to, or for sale in the Company involves substantial and a high degree of riskconnection with, (B) no federal or state agency has passed on the offer and sale any distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); and (h) such Member understands that: (i) the Interest in the Company to such Person, (C) that it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company is acquiring has not been registered for sale under the Securities Act of 1933 andor any applicable state securities law, therefore, and cannot be sold or otherwise transferred resold unless subsequently registered under the Securities Act of 1933 and such laws or unless an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate ; and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, registration under the Laws of Securities Act and such laws is unlikely at any time in the jurisdiction in which they originated. (ix) Such future, and neither the Administrative Member nor the other Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants obligated to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts file a registration under the Loan which directly result from any unauthorized transfers of the Property by BH Securities Act or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BHsuch laws.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members Member(s) as follows: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority Governmental Authority or other person or entity for the Member to enter into this Agreement and the CompanyAgreement. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Other than a disposition fee required to be paid by SRT to Glenborough, LLC, in connection with the sale by SRT of the Initial Company Property to the Company, no Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf in connection with the acquisition of the Initial Company Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It . (b) In addition to the representations and warranties set forth above, Operating Member represents, warrants and covenants to GAP as follows: (i) Operating Member is a limited liability company currently existing pursuant to that certain Certificate of Formation filed with the Secretary of State of Delaware on January 28, 2015, and that certain limited liability company operating agreement dated March 6, 2015 (collectively, the “Operating Member Organizational Documents”), and a true and correct copy of the Operating Member Organizational Documents have been provided to counsel for GAP. (ii) The Operating Member Organizational Documents have not been terminated nor modified or amended and continue to be in full force and effect. (iii) No consent or authorization of any other persons or entities, other than those whose consent has acquired its Interest solely been secured, is required for investment purposes only Operating Member to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iv) The offer and sale of interests in Operating Member has been undertaken in full compliance with all applicable federal and state securities laws and no interests in Operating Member have been offered or sold to any person who was not for at the purpose time of resalesuch offer or sale an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933 and Rule 501 promulgated thereunder and under the securities laws of various states. (v) The Key Persons own, directly or indirectly, 52% of the Operating Member and have the power to direct the management and policies of Operating Member. (vi) Operating Member hereby covenants and agrees not to amend or permit the amendment of the management and control provisions of the Operating Member Organizational Documents without the prior written consent of GAP. (vii) Neither such MemberThe issuance of all ownership interests in Operating Member was accomplished in accordance with all laws, norincluding, to such Member’s knowledgewithout limitation, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z), as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwiseall securities laws. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member It is in compliance with all applicable provisions anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the USA Patriot Bank Secrecy Act (“BSA”), as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach Title III of the foregoing representations USA PATRIOT Act (the “Patriot Act”), and warranties other authorizing statutes, executive orders and regulations administered by OFAC applicable to Operating Member, and related Securities and Exchange Commission, SRO or those set forth in Article XIV made by other agency rules and regulations applicable to Operating Member, and has policies, procedures, internal controls and systems that are reasonably designed to ensure such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BHcompliance.

Representations and Warranties of the Members. (a) Each Member --------------------------------------------- of the Members represents and warrants as of the date of this Agreement to the other Members Member and the Company as follows: (ia) It The Membership Interest being acquired by such Member in connection with the Closing is duly organizedbeing purchased for such Member's own account and not with a view to, validly existing and or for sale in good standing connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). Such Member understands that such Membership Interest will not be registered under the Laws Securities Act or any state securities laws by reason of its jurisdiction contemplated issuance in transactions exempt from the registration and prospectus delivery requirements thereof and that the reliance of formation with all the Company and others upon such exemptions is predicated in part by the representations and warranties of such Member contained herein. (b) Such Member has the requisite power and authority (whether corporate or otherwise) and legal capacity to enter into into, and to carry out its obligations under, this Agreement. (c) The execution and delivery by such Member of this Agreement and to conduct the business consummation by such Member of the Companytransactions contemplated hereby have been duly authorized prior to the date of this Agreement by all necessary action on the part of such Member. (iid) This Agreement has been duly executed and delivered by such Member and constitutes the legal, a valid and binding obligation of the enforceable against such Member enforceable in accordance with its terms. (e) Such Member is not subject to, or obligated under, any provision of (i) any agreement, arrangement or understanding, (ii) any license, franchise or permit or (iii) No consents any law, regulation, order, judgment or approvals are required from decree that would be breached or violated, or in respect of which a right of termination or acceleration or any governmental authority or other person or entity for the Member to enter into encumbrance on any of such Member's assets would be created, by such Member's execution, delivery and performance of this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly takenexcept for such agreements as to which a ------ Member has previously obtained the consent of the other party or parties thereto. (ivf) The execution and delivery of this Agreement No authorization, consent or approval of, waiver or exemption by, or filing or registration with, any public body, court, third party or authority is necessary on such Member's part, which has not previously been obtained by the Member, and such Member for the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere and no such person has acted on its behalf in connection with the acquisition of the Company Property or the execution and delivery of this Agreement. (vig) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal No person or state agency entity has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(z)have, as amended (“Financial Institution”), is prohibited from transacting business a result of the type contemplated by this Agreement any act or any Transaction Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, and shall continue to take, such measures as are required by applicable law to assure that the funds used to pay sellers and lessors under the Transaction Agreements are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the Laws of the jurisdiction in which they originated. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In addition, HP represents and warrants to BH that it and the Submanager are Controlled by the HP Persons. (c) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made omission by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of any right, interest or valid claim against the Company or any Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates other Member for any losses commission, fee or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH other compensation as a finder or its Affiliates, from any transfers of direct or indirect interests in BHbroker, or from in any similar capacity, in connection with the fraud, willful misconduct or gross negligence of BHtransactions contemplated by this Agreement.

Representations and Warranties of the Members. (a) Each Member represents and warrants to the other Members as follows: (i) It is duly organized, validly existing and in good standing under the Laws laws of its jurisdiction of formation with all requisite power and authority to enter into this Agreement and to conduct the business of the Company. (ii) This Agreement constitutes the legal, valid and binding obligation of the Member enforceable in accordance with its terms. (iii) No consents or approvals are required from any governmental authority or other person or entity for the Member to enter into this Agreement and the Company. All limited liability company, corporate or partnership action on the part of the Member necessary for the authorization, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly taken. (iv) The execution and delivery of this Agreement by the Member, and the consummation of the transactions contemplated hereby, does not conflict with or contravene the provisions of its organizational documents or any agreement or instrument by which it or its properties are bound or any law, rule, regulation, order or decree to which it or its properties are subject. (v) The Except as set forth in the Purchase Agreement and except for ORION Property Partners, who shall be compensated by Seller upon the closing of the acquisition of the Real Property, no Member has not retained any broker, finder or other commission or fee agent other than NorthMarq or AmeriSphere agent, and no such person has acted on its behalf in connection with the acquisition of the Company Real Property or the execution and delivery of this Agreement. (vi) It understands that (A) an investment in the Company involves substantial and a high degree of risk, (B) no federal or state agency has passed on the offer and sale of the Interest in the Company to such Person, (C) it must bear the economic risk of such Person’s investment in the Company for an indefinite period of time, since such Person’s Interest in the Company has not been registered for sale under the Securities Act of 1933 and, therefore, cannot be sold or otherwise transferred unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, and the Interest in the Company of such Person cannot be sold or otherwise transferred unless registered under applicable state securities or blue sky Laws laws or an exemption from such registration is available, (D) there is no established market for the Interest of such Person in the Company and no public market will develop and (E) such Person’s principals have such knowledge and experience in real estate and, other financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company. It has acquired its Interest solely for investment purposes only and not for the purpose of resale. (vii) Neither such Member, nor, to such Member’s knowledge, Member nor any Person who holds any interest in such Member and with respect only to HP, nor any HP Person is a Prohibited Person nor or a Person with whom a U.S. Person, including a “financial institution” as defined in 31 U.S.C. 5312 (a)(zSection 5312(a)(z), as amended (“Financial Institution”)amended, is prohibited from transacting business of the type contemplated by this Agreement or any Transaction Agreementrelated transaction document, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (viii) Such Member has taken, taken and shall continue to take, take such measures as are required by applicable law to assure that the funds used to pay sellers Seller and lessors others under the Transaction Agreements Purchase Agreement and related transaction documents are derived: (i) derived from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the Laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under States do not violate the Laws laws of the jurisdiction in which they originatedoriginate. (ix) Such Member is in compliance with all applicable provisions of the USA Patriot Act of 2001, Pub. L. No. 107-56. (b) In additionaddition to the representations and warranties set forth above, HP Sponsor represents and warrants to BH ▇▇▇▇▇▇▇▇▇ as follows: (i) Sponsor is a limited liability company currently existing pursuant to that it certain Certificate of Formation filed with the Secretary of State of Delaware on September 17, 2009 (the “Organizational Documents”). (ii) The aforementioned Organizational Documents have not been terminated nor modified or amended and continue to be in full force and effect. (iii) No consent or authorization of any other persons or entities, other than those whose consent has been secured, is required for Sponsor to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iv) The offer and sale of interests in Sponsor has been undertaken in full compliance with all applicable federal and state securities laws and no interests in Sponsor have been offered or sold to any person who was not at the Submanager time of such offer or sale an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933 and Rule 501 promulgated thereunder and under the securities laws of various states. (v) The Sponsor Persons have no knowledge that any of the representations and warranties of Seller under the Purchaser Agreement are Controlled inaccurate in any material respect. (vi) Sponsor and none of its direct or indirect equity owners are “qualified organizations” within the meaning of Code Section 514(c)(9)(C), and Sponsor does not own a direct or indirect interest in Seller. (vii) To Sponsor’s knowledge, which shall mean the knowledge of H. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, Sponsor and its Affiliates have acted in good faith and have used diligent, commercially reasonable efforts to provide ▇▇▇▇▇▇▇▇▇ with all due diligence materials in the Sponsor’s possession, or the possession of any Affiliates of Sponsor, that ▇▇▇▇▇▇▇▇▇ has requested, other than certain materials regarding valuation and offers to purchase. (viii) To Sponsor’s actual knowledge, which shall mean the actual knowledge of H. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇, except as disclosed in the preliminary title report regarding the Real Property initially provided by Sponsor to ▇▇▇▇▇▇▇▇▇ and its Affiliates, there is no legal or administrative action, proceeding, claim, arbitration or suit pending before any court, agency or official, nor any such claim or action threatened in writing, relating to Sponsor, the HP PersonsReal Property or with respect to the validity of any statutes, ordinances, regulations or restrictions or any permits or approvals thereunder relating to the Real Property. (c) In addition to the representations and warranties set forth above, ▇▇▇▇▇▇▇▇▇ represents and warrants to Sponsor as follows: (i) ▇▇▇▇▇▇▇▇▇ is a limited liability company currently existing pursuant to that certain Certificate of Formation filed with the Secretary of State of Delaware on September 20, 2010. (ii) No consent or authorization of any other persons or entities, other than those whose consent has been secured, is required for ▇▇▇▇▇▇▇▇▇ to enter into this Agreement or to take any action or grant any consent or approval under this Agreement. (iii) The offer and sale of interests in ▇▇▇▇▇▇▇▇▇ has been undertaken in full compliance with all applicable federal and state securities laws and no interests in ▇▇▇▇▇▇▇▇▇ have been offered or sold to any person who was not at the time of such offer or sale an “accredited investor” as defined in Section 2(15) of the Securities Act of 1933 and Rule 501 promulgated thereunder and under the securities laws of various states. (d) Each Member agrees to indemnify and hold harmless the Company and each other Member and their officers, directors, shareholders, partners, members, employees, successors and assigns from and against any and all loss, damage, liability or expense (including costs and attorneys’ fees) which they may incur by reason of, or in connection with, any breach of the foregoing representations and warranties or those set forth in Article XIV made by such Member and all such representations and warranties shall represent recourse obligations of the Members and will survive the execution and delivery of this Agreement and the termination and dissolution of Sponsor and/or the Company or any other Member. In addition, BH agrees to indemnify HP, the HP Persons and their respective Affiliates for any losses or liabilities incurred by them under any nonrecourse carveouts under the Loan which directly result from any unauthorized transfers of the Property by BH or its Affiliates, from any transfers of direct or indirect interests in BH, or from the fraud, willful misconduct or gross negligence of BH.