(iii) the Seller has commenced and is diligently proceeding with the cure of such Material Defect within such Initial Cure Period, then the Seller shall have an additional 90 days (such additional 90 day period, the Extended Cure Period) to complete such cure, or, in the event of a failure to so cure, to complete such repurchase of the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above (it being understood and agreed that, in connection with the Sellers receiving such Extended Cure Period, the Seller shall deliver an Officers Certificate to the Trustee, the Special Servicer, the Operating Advisor and the Certificate Administrator setting forth the reasons such Material Defect was not cured within the Initial Cure Period and what actions the Seller is pursuing in connection with the cure of such Material Defect and stating that the Seller anticipates that such Material Defect will be cured within such Extended Cure Period); and provided, further, that, if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure, repurchase or substitution obligations in respect of such Document Defect so long as the Seller certifies to the Trustee, the Special Servicer, the Operating Advisor and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect, but if the Seller discovers a Material Defect with respect to a Mortgage Loan, it will notify the Purchaser. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced, and received by the Master Servicer or the Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Seller effecting the related repurchase or substitution within two Business Days following receipt of properly identified and available funds constituting such Periodic Payment. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall be deemed to constitute a Mortgage Loan hereunder for all purposes.

( iii ) the Seller has commenced and is diligently proceeding with the cure of such Material Defect within such Initial Cure Period , then the Seller shall have an additional 90 days ( such additional 90 day period , the Extended Cure Period ) to complete such cure , or , in the event of a failure to so cure , to complete such repurchase of the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above ( it being understood and agreed that , in connection with the Sellers receiving such Extended Cure Period , the Seller shall deliver an Officers Certificate to the Trustee , the Special Servicer , the Operating Advisor and the Certificate Administrator setting forth the reasons such Material Defect was not cured within the Initial Cure Period and what actions the Seller is pursuing in connection with the cure of such Material Defect and stating that the Seller anticipates that such Material Defect will be cured within such Extended Cure Period ) ; and provided , further , that , if any such Material Defect is still not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Seller to have received the recorded document , then the Seller shall be entitled to continue to defer its cure , repurchase or substitution obligations in respect of such Document Defect so long as the Seller certifies to the Trustee , the Special Servicer , the Operating Advisor and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure of such defect ( specifying the actions being taken ) , except that no such deferral of cure , repurchase or substitution may continue beyond the date that is 18 months following the Closing Date . Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan , servicing released basis . The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect , but if the Seller discovers a Material Defect with respect to a Mortgage Loan , it will notify the Purchaser . Periodic Payments due with respect to each Qualified Substitute Mortgage Loan ( if any ) after the related Due Date in the month of substitution , and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced , and received by the Master Servicer or the Special Servicer on behalf of the Trust , after the related Cut-off Date through , but not including , the related date of repurchase or substitution , shall be part of the Trust Fund . Periodic Payments due with respect to each Qualified Substitute Mortgage Loan ( if any ) on or prior to the related Due Date in the month of substitution , and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution , shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Seller effecting the related repurchase or substitution within two Business Days following receipt of properly identified and available funds constituting such Periodic Payment . From and after the date of substitution , each Qualified Substitute Mortgage Loan , if any , that has been substituted shall be deemed to constitute a Mortgage Loan hereunder for all purposes .


Registration Statement, Preliminary Prospectus, Prospectus, Preliminary Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, Prospectus , Preliminary Offering Circular, Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii)the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the Purchaser; and (x) the reasonable fees and expenses of Sidley Austin LLP, as counsel to the Underwriters and the Initial Purchasers.

Registration Statement , Preliminary Prospectus , Prospectus , Preliminary Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement , Preliminary Prospectus , Prospectus , Preliminary Offering Circular , Final Offering Circular and this Agreement as the Underwriters may reasonably request ; ( viii ) the fees of the rating agency or agencies requested to rate the Certificates ; ( ix ) the reasonable fees and expenses of Cadwalader , Wickersham & amp ; Taft LLP , as counsel to the Purchaser ; and ( x ) the reasonable fees and expenses of Sidley Austin LLP , as counsel to the Underwriters and the Initial Purchasers .


SECTION 12Governing Law.THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK , WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

SECTION 12Governing Law . THIS AGREEMENT AND ANY CLAIM , CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT , THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT , AND / OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK , WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF . THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT .


GS 2017-GS5 GSMC MORTGAGE LOAN PURCHASE AGREEMEN T


| (2)| Loan Document Status . Each related Mortgage Note, Mortgage , Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non- recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagees realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the Standard Qualifications). ---|---|---

| ( 2 ) | Loan Document Status . Each related Mortgage Note , Mortgage , Assignment of Leases ( if a separate instrument ) , guaranty and other agreement executed by or on behalf of the related Mortgagor , guarantor or other obligor in connection with such Mortgage Loan is the legal , valid and binding obligation of the related Mortgagor , guarantor or other obligor ( subject to any non - recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation ) , as applicable , and is enforceable in accordance with its terms , except ( i ) as such enforcement may be limited by ( a ) bankruptcy , insolvency , fraudulent transfer , reorganization , moratorium or other similar laws affecting the enforcement of creditors rights generally and ( b ) general principles of equity ( regardless of whether such enforcement is considered in a proceeding in equity or at law ) and ( ii ) that certain provisions in such Loan Documents ( including , without limitation , provisions requiring the payment of default interest , late fees or prepayment / yield maintenance fees , charges and / or premiums ) are , or may be , further limited or rendered unenforceable by or under applicable law , but ( subject to the limitations set forth in clause ( i ) above ) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagees realization of the principal benefits and / or security provided thereby ( clauses ( i ) and ( ii ) collectively , the Standard Qualifications ) . - - - | - - - | - - -


| (29)| Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002 , as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 , as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as TRIA), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Sellers knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The Terrorism Cap Amount is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without ---|---|---

| ( 29 ) | Acts of Terrorism Exclusion . With respect to each Mortgage Loan over $ 20 million , the related special-form all-risk insurance policy and business interruption policy ( issued by an insurer meeting the Insurance Rating Requirements ) do not specifically exclude Acts of Terrorism , as defined in the Terrorism Risk Insurance Act of 2002 , as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 , as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 ( collectively referred to as TRIA ) , from coverage , or if such coverage is excluded , it is covered by a separate terrorism insurance policy . With respect to each other Mortgage Loan , the related special all-risk insurance policy and business interruption policy ( issued by an insurer meeting the Insurance Rating Requirements ) did not , as of the date of origination of the Mortgage Loan , and , to the Sellers knowledge , do not , as of the Cut-off Date , specifically exclude Acts of Terrorism , as defined in TRIA , from coverage , or if such coverage is excluded , it is covered by a separate terrorism insurance policy . With respect to each Mortgage Loan , the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism , as defined in TRIA , or damages related thereto ; provided , however , that if TRIA or a similar or subsequent statute is not in effect , then provided that terrorism insurance is commercially available , the Mortgagor under each Mortgage Loan is required to carry terrorism insurance , but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage , and if the cost of terrorism insurance exceeds the Terrorism Cap Amount , the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount . The Terrorism Cap Amount is the specified percentage ( which is at least equal to 200 % ) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption / rental loss insurance required under the related Loan Documents ( without - - - | - - - | - - -


| (33)| Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed. ---|---|---

| ( 33 ) | Fixed Interest Rates . Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan , except in situations where default interest is imposed . - - - | - - - | - - -


| (45)| Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. ---|---|---

| ( 45 ) | Compliance with Anti-Money Laundering Laws . The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations , including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan . - - - | - - - | - - -


Loan # | Mortgage Loan ---|--- 6 | Lasko Portfolio 9 | 700 Broadway 10 | Lyric Centre 18 | 225 Bush Street

Loan # | Mortgage Loan - - - | - - - 6 | Lasko Portfolio 9 | 700 Broadway 10 | Lyric Centre 18 | 225 Bush Street


Rep. No. on Annex D-1 | | Mortgage Loan and Number as Identified on Annex A-1| | Description of Exception ---|---|---|---|--- (16) Insurance| | Simon Premium Outlets (Loan No. 12)| | All policies are required to be issued by one or more insurers having a rating of at least A by S&P, or by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings, and all such insurers are required to have ratings of not less than BBB by S&P. Notwithstanding the foregoing, the Mortgagor is permitted to continue to maintain the insurance coverage with the insurer(s) under the policies substantially similar to those evidenced in the certificates of insurance delivered to and approved by the lender on the origination date, provided that such insurer(s) maintain no less than the claims paying ability rating applicable thereto by S&P set forth above (or by A.M. Best to the extent permitted under the Mortgage Loan Agreement) and in effect on the origination date. If any portion of a Mortgaged Property is located in a special flood hazard area, flood insurance is required to be maintained in the lesser of (a) the outstanding principal balance of the Mortgage Loan or (b) the maximum amount of such insurance available under the National Flood Insurance Act of 1968 , the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994 , as each may be amended. The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss, is a fixed amount, instead of the then outstanding principal amount of the Mortgage Loan. | | | | (16) Insurance| | AMA Plaza (Loan No.14)| | All policies are required to be issued by one or more insurers having a rating of at least A by S&P and A2 by Moodys (or, if Moodys does not rate such insurer, at least A: VIII by A.M. Best), or by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings, and all such insurers are required to have ratings of not less than BBB+ by S&P and Baa1 by Moodys (or, if Moodys does not rate such insurer, at least A: VIII by A.M. Best). Notwithstanding the foregoing, the Mortgagor is permitted to continue to utilize Starr Surplus Lines Insurance Company (Starr), rated A: XV by A.M. Best, under the Mortgagors current policies as of the origination date provided that (1) the rating of Starr is not withdrawn or downgraded below the origination date and (2) at renewal of the current policy term In August 2017, the Mortgagor is required to replace Starr with an insurance company meeting the rating requirements set forth above. | | | | (16) Insurance| | Market at Cedar Hill (Loan No. 22)| | All policies of insurance may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least A by S&P and A2 by Moodys, if Moodys rates such insurer and is rating the Certificates, and all such insurers shall have ratings of not less than BBB+ by S&P and Baa1 by Moodys, if Moodys rates such insurer and is rating the Certificates). The Mortgagors insurance provider as of the origination date is not rated by S&P, but is an acceptable provider so long as it is rated by AM Best as at least A-XII. | | | | (16) Insurance| | Best Buy Braintree (Loan No. 27) Best Buy Fort Lauderdale (Loan No. 30) | | All policies of insurance may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layer of coverage are from insurers rated at least A by S&P and A2 by Moodys, if Moodys rates such insurer and is rating the Certificates, and all such insurers shall have ratings of not less than BBB+ by S&P and Baa1 by Moodys, if Moodys rates such insurer and is rating the Certificates).

Rep . No . on Annex D-1 | | Mortgage Loan and Number as Identified on Annex A-1 | | Description of Exception - - - | - - - | - - - | - - - | - - - ( 16 ) Insurance | | Simon Premium Outlets ( Loan No . 12 ) | | All policies are required to be issued by one or more insurers having a rating of at least A by S & amp ; P , or by a syndicate of insurers through which at least 75 % of the coverage ( if there are 4 or fewer members of the syndicate ) or at least 60 % of the coverage ( if there are 5 or more members of the syndicate ) is with insurers having such ratings , and all such insurers are required to have ratings of not less than BBB by S & amp ; P . Notwithstanding the foregoing , the Mortgagor is permitted to continue to maintain the insurance coverage with the insurer ( s ) under the policies substantially similar to those evidenced in the certificates of insurance delivered to and approved by the lender on the origination date , provided that such insurer ( s ) maintain no less than the claims paying ability rating applicable thereto by S & amp ; P set forth above ( or by A . M . Best to the extent permitted under the Mortgage Loan Agreement ) and in effect on the origination date . If any portion of a Mortgaged Property is located in a special flood hazard area , flood insurance is required to be maintained in the lesser of ( a ) the outstanding principal balance of the Mortgage Loan or ( b ) the maximum amount of such insurance available under the National Flood Insurance Act of 1968 , the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994 , as each may be amended . The threshold used in the Mortgage Loan documents , as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss , is a fixed amount , instead of the then outstanding principal amount of the Mortgage Loan . | | | | ( 16 ) Insurance | | AMA Plaza ( Loan No . 14 ) | | All policies are required to be issued by one or more insurers having a rating of at least A by S & amp ; P and A2 by Moodys ( or , if Moodys does not rate such insurer , at least A : VIII by A . M . Best ) , or by a syndicate of insurers through which at least 75 % of the coverage ( if there are 4 or fewer members of the syndicate ) or at least 60 % of the coverage ( if there are 5 or more members of the syndicate ) is with insurers having such ratings , and all such insurers are required to have ratings of not less than BBB + by S & amp ; P and Baa1 by Moodys ( or , if Moodys does not rate such insurer , at least A : VIII by A . M . Best ) . Notwithstanding the foregoing , the Mortgagor is permitted to continue to utilize Starr Surplus Lines Insurance Company ( Starr ) , rated A : XV by A . M . Best , under the Mortgagors current policies as of the origination date provided that ( 1 ) the rating of Starr is not withdrawn or downgraded below the origination date and ( 2 ) at renewal of the current policy term In August 2017 , the Mortgagor is required to replace Starr with an insurance company meeting the rating requirements set forth above . | | | | ( 16 ) Insurance | | Market at Cedar Hill ( Loan No . 22 ) | | All policies of insurance may be issued by a syndicate of insurers through which at least 75 % of the coverage ( if there are 4 or fewer members of the syndicate ) or at least 60 % of the coverage ( if there are 5 or more members of the syndicate ) is with insurers having such ratings ( provided that the first layers of coverage are from insurers rated at least A by S & amp ; P and A2 by Moodys , if Moodys rates such insurer and is rating the Certificates , and all such insurers shall have ratings of not less than BBB + by S & amp ; P and Baa1 by Moodys , if Moodys rates such insurer and is rating the Certificates ) . The Mortgagors insurance provider as of the origination date is not rated by S & amp ; P , but is an acceptable provider so long as it is rated by AM Best as at least A-XII . | | | | ( 16 ) Insurance | | Best Buy Braintree ( Loan No . 27 ) Best Buy Fort Lauderdale ( Loan No . 30 ) | | All policies of insurance may be issued by a syndicate of insurers through which at least 75 % of the coverage ( if there are 4 or fewer members of the syndicate ) or at least 60 % of the coverage ( if there are 5 or more members of the syndicate ) is with insurers having such ratings ( provided that the first layer of coverage are from insurers rated at least A by S & amp ; P and A2 by Moodys , if Moodys rates such insurer and is rating the Certificates , and all such insurers shall have ratings of not less than BBB + by S & amp ; P and Baa1 by Moodys , if Moodys rates such insurer and is rating the Certificates ) .


Rep. No. on Annex D-1 | | Mortgage Loan and Number as Identified on Annex A-1| | Description of Exception ---|---|---|---|--- (17) Access; Utilities; Separate Tax Lots| | U.S. Industrial Portfolio (Loan No. 3)| | One Mortgagor previously owned a vacant, non-income producing outparcel adjacent to the Mortgaged Property.The outparcel is not a separate tax lot however, (i) the Mortgagor is required to cause a separate tax lot to be established prior to any applicable deadline for accomplishing the same prior to the 2017 tax year, and (ii) the Mortgagor has reserved with the lender the amount of taxes payable with respect to such parcel over the ensuing 12 months. The lender may require that the Mortgagor replenish such escrow (in an amount reasonably estimated by the lender) on each subsequent anniversary of the origination date, until such evidence of separate tax parcel is delivered to the lender. | | | | (17) Access; Utilities; Separate Tax Lots| | Lyric Centre (Loan No. 10)| | The Mortgaged Property and the adjacent tract owned by LCE Law Office Building, Inc. were previously part of the same tax parcel. In accordance with the Harris County Appraisal Districts (HCAD) policy on dividing parcels, a request was submitted in 2016 to divide the Mortgaged Property and the adjacent tract into two separate tax parcels. HCAD has issued two separate tax parcel numbers but dividing the two properties requires an appraisal and remapping, which will be completed in 2017. | | | | (24) Local Law Compliance| | Walgreens Citrus Heights (Loan No. 26)| | The Sacramento Metropolitan Fire District issued a letter, dated October 3, 2016, stating that the Mortgaged Property was subject to certain fire code violations. The Mortgagor has a post-closing obligation to exercise commercially reasonable efforts to deliver to the mortgage lender evidence that such violations have been removed of record within 60 days after the origination date. | | | | (26) Recourse Obligations| | 350 Park Avenue (Loan No. 1 ) Lafayette Centre (Loan No. 2) Pentagon Center (Loan No. 17) | | The Mortgagor is the only obligated party as it relates to the recourse carveouts and springing recourse obligations. | | | | (26) Recourse Obligations| | U.S. Industrial Portfolio (Loan No. 3)| | Recourse carveouts do not include misappropriation of condemnation proceeds. | | | | (26) Recourse Obligations| | Simon Premium Outlets (Loan No. 12)| | For so long as Simon Property Group, L.P. is the guarantor under the guaranty and indemnitor under the environmental indemnity, the recourse liability of guarantor under such documents is required to be limited to 20% of the Whole Loan as of the origination date and all of the reasonable, out-of-pocket costs and expenses (including, but not limited to, court costs and fees and reasonable attorneys fees) incurred by the lender in connection with the enforcement of, or preservation of the lenders rights under, the guaranty and the environmental indemnity. | | | | (26) Recourse Obligations| | 604 Mission Street (Loan No. 19)| | The Mortgage Loan documents contain provisions for recourse against the Mortgagor and guarantor for the commission of intentional material physical waste at the Mortgaged Property, in an amount generally limited to the amount of rents, issues, proceeds and profits from the Mortgaged Property for the 12 months preceding an event of default under the Mortgage Loan and thereafter. | | | | (29) Acts of Terrorism Exclusions| | Simon Premium Outlets (Loan No. 12)| | If TRIPRA is no longer in effect, the related Mortgagors are not required to pay annual premiums for a stand-alone policy for a Mortgaged Property in excess of an amount equal to two (2) times the then- current annual insurance premiums payable for the policies insuring such Mortgaged Property (excluding the wind and flood components of such Insurance Premiums) on a stand-alone basis.

Rep . No . on Annex D-1 | | Mortgage Loan and Number as Identified on Annex A-1 | | Description of Exception - - - | - - - | - - - | - - - | - - - ( 17 ) Access ; Utilities ; Separate Tax Lots | | U . S . Industrial Portfolio ( Loan No . 3 ) | | One Mortgagor previously owned a vacant , non-income producing outparcel adjacent to the Mortgaged Property . The outparcel is not a separate tax lot however , ( i ) the Mortgagor is required to cause a separate tax lot to be established prior to any applicable deadline for accomplishing the same prior to the 2017 tax year , and ( ii ) the Mortgagor has reserved with the lender the amount of taxes payable with respect to such parcel over the ensuing 12 months . The lender may require that the Mortgagor replenish such escrow ( in an amount reasonably estimated by the lender ) on each subsequent anniversary of the origination date , until such evidence of separate tax parcel is delivered to the lender . | | | | ( 17 ) Access ; Utilities ; Separate Tax Lots | | Lyric Centre ( Loan No . 10 ) | | The Mortgaged Property and the adjacent tract owned by LCE Law Office Building , Inc . were previously part of the same tax parcel . In accordance with the Harris County Appraisal Districts ( HCAD ) policy on dividing parcels , a request was submitted in 2016 to divide the Mortgaged Property and the adjacent tract into two separate tax parcels . HCAD has issued two separate tax parcel numbers but dividing the two properties requires an appraisal and remapping , which will be completed in 2017 . | | | | ( 24 ) Local Law Compliance | | Walgreens Citrus Heights ( Loan No . 26 ) | | The Sacramento Metropolitan Fire District issued a letter , dated October 3 , 2016 , stating that the Mortgaged Property was subject to certain fire code violations . The Mortgagor has a post-closing obligation to exercise commercially reasonable efforts to deliver to the mortgage lender evidence that such violations have been removed of record within 60 days after the origination date . | | | | ( 26 ) Recourse Obligations | | 350 Park Avenue ( Loan No . 1 ) Lafayette Centre ( Loan No . 2 ) Pentagon Center ( Loan No . 17 ) | | The Mortgagor is the only obligated party as it relates to the recourse carveouts and springing recourse obligations . | | | | ( 26 ) Recourse Obligations | | U . S . Industrial Portfolio ( Loan No . 3 ) | | Recourse carveouts do not include misappropriation of condemnation proceeds . | | | | ( 26 ) Recourse Obligations | | Simon Premium Outlets ( Loan No . 12 ) | | For so long as Simon Property Group , L . P . is the guarantor under the guaranty and indemnitor under the environmental indemnity , the recourse liability of guarantor under such documents is required to be limited to 20 % of the Whole Loan as of the origination date and all of the reasonable , out-of-pocket costs and expenses ( including , but not limited to , court costs and fees and reasonable attorneys fees ) incurred by the lender in connection with the enforcement of , or preservation of the lenders rights under , the guaranty and the environmental indemnity . | | | | ( 26 ) Recourse Obligations | | 604 Mission Street ( Loan No . 19 ) | | The Mortgage Loan documents contain provisions for recourse against the Mortgagor and guarantor for the commission of intentional material physical waste at the Mortgaged Property , in an amount generally limited to the amount of rents , issues , proceeds and profits from the Mortgaged Property for the 12 months preceding an event of default under the Mortgage Loan and thereafter . | | | | ( 29 ) Acts of Terrorism Exclusions | | Simon Premium Outlets ( Loan No . 12 ) | | If TRIPRA is no longer in effect , the related Mortgagors are not required to pay annual premiums for a stand-alone policy for a Mortgaged Property in excess of an amount equal to two ( 2 ) times the then - current annual insurance premiums payable for the policies insuring such Mortgaged Property ( excluding the wind and flood components of such Insurance Premiums ) on a stand-alone basis .


Goldman Sachs Mortgage Company (Seller) hereby certifies as follows:

Goldman Sachs Mortgage Company ( Seller ) hereby certifies as follows :


| 1.| All of the representations and warranties (except as set forth on ExhibitC) of the Seller under the Mortgage Loan Purchase Agreement, dated as of March 1, 2017 (the Agreement), between GS Mortgage Securities Corporation II and Seller, are true and correct in all material respects on and as of the date hereof (or as of such other date as of which such representation is made under the terms of ExhibitB to the Agreement) with the same force and effect as if made on and as of the date hereof (or as of such other date as of which such representation is made under the terms of ExhibitB to the Agreement). ---|---|---

| 1 . | All of the representations and warranties ( except as set forth on ExhibitC ) of the Seller under the Mortgage Loan Purchase Agreement , dated as of March 1 , 2017 ( the Agreement ) , between GS Mortgage Securities Corporation II and Seller , are true and correct in all material respects on and as of the date hereof ( or as of such other date as of which such representation is made under the terms of ExhibitB to the Agreement ) with the same force and effect as if made on and as of the date hereof ( or as of such other date as of which such representation is made under the terms of ExhibitB to the Agreement ) . - - - | - - - | - - -


| GOLDMAN SACHS MORTGAGE COMPANY ---|--- | | By: | | | Authorized Representative

| GOLDMAN SACHS MORTGAGE COMPANY - - - | - - - | | By : | | | Authorized Representative


RECORDING REQUESTED BY: GOLDMAN SACHS MORTGAGE COMPANY

RECORDING REQUESTED BY : GOLDMAN SACHS MORTGAGE COMPANY


KNOW ALL MEN BY THESE PRESENTS, that GOLDMAN SACHS MORTGAGE COMPANY , a New York limited partnership, not in its individual capacity but solely as seller (Seller) under the Mortgage Loan Purchase Agreement (defined below) hereby constitutes and appoints [Midland Loan Services, a Division of PNC Bank, National Association (Midland)] [Rialto Capital Advisors, LLC (Rialto)], as Attorney-In-Fact, by and through any duly appointed officers and employees, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in item (1) below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Mortgage Loan Purchase Agreement dated as of March 1, 2017 (the Mortgage Loan Purchase Agreement) by and among GS Mortgage Securities Corporation II , a Delaware corporation, as Depositor, and Seller, and no power is granted hereunder to take any action that would be adverse to the interests of the Seller.

KNOW ALL MEN BY THESE PRESENTS , that GOLDMAN SACHS MORTGAGE COMPANY , a New York limited partnership , not in its individual capacity but solely as seller ( Seller ) under the Mortgage Loan Purchase Agreement ( defined below ) hereby constitutes and appoints [ Midland Loan Services , a Division of PNC Bank , National Association ( Midland ) ] [ Rialto Capital Advisors , LLC ( Rialto ) ] , as Attorney-In-Fact , by and through any duly appointed officers and employees , to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in item ( 1 ) below ; provided however , that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Mortgage Loan Purchase Agreement dated as of March 1 , 2017 ( the Mortgage Loan Purchase Agreement ) by and among GS Mortgage Securities Corporation II , a Delaware corporation , as Depositor , and Seller , and no power is granted hereunder to take any action that would be adverse to the interests of the Seller .


EX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT


B.The Company and each Purchaser is executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 <sup> , as amended (the Securities Act ), and/or Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission (the Commission) under the Securities Act .< br/>

B . The Company and each Purchaser is executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by Section 4 ( a ) ( 2 ) of the Securities Act of 1933 < sup > , as amended ( the Securities Act ) , and / or Regulation D ( Regulation D ) as promulgated by the United States Securities and Exchange Commission ( the Commission ) under the Securities Act . & lt ; br / & gt ;


D.Prior to the Closing, the parties hereto will execute and deliver a Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the Registration Rights Agreement), pursuant to which, among other things, the Company will agree to provide, with respect to the Shares, certain registration rights under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.

D . Prior to the Closing , the parties hereto will execute and deliver a Registration Rights Agreement , substantially in the form attached hereto as Exhibit B ( the Registration Rights Agreement ) , pursuant to which , among other things , the Company will agree to provide , with respect to the Shares , certain registration rights under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws .


Transfer Agent means Manhattan Transfer Registrar Company, with a mailing address of 57 Eastwood Road , Miller Place, NY <sup> 11764, or any successor transfer agent for the Company.

Transfer Agent means Manhattan Transfer Registrar Company , with a mailing address of 57 Eastwood Road , Miller Place , NY < sup > 11764 , or any successor transfer agent for the Company .


(vii)a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware , as of a date within five (5) days of the Closing Date; and

( vii ) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware , as of a date within five ( 5 ) days of the Closing Date ; and


(viii)a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware , as of a date within ten (10) days of the Closing Date.

( viii ) a certified copy of the Certificate of Incorporation , as certified by the Secretary of State of the State of Delaware , as of a date within ten ( 10 ) days of the Closing Date .


(e)Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, approval, authorization or order of, qualification, designation, declaration, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including the issuance of the Securities), other than (i) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) filings required by applicable state securities laws after the date hereof, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act , ( <sup> iv) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby (which will be made and approved prior to the Closing), (v) the filings required in accordance with Section 4.6 of this Agreement and (vi) those that have been made or obtained prior to the date of this Agreement satisfying the requirements thereof (collectively, the Required Approvals).

( e ) Filings , Consents and Approvals . The Company is not required to obtain any consent , waiver , approval , authorization or order of , qualification , designation , declaration , give any notice to , or make any filing or registration with , any court or other federal , state , local or other governmental authority or other Person in connection with the execution , delivery and performance by the Company of the Transaction Documents ( including the issuance of the Securities ) , other than ( i ) the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement , ( ii ) filings required by applicable state securities laws after the date hereof , ( iii ) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act , ( < sup > iv ) the filing of any requisite notices and / or application ( s ) to the Principal Trading Market for the issuance and sale of the Shares and the listing of the Shares for trading or quotation , as the case may be , thereon in the time and manner required thereby ( which will be made and approved prior to the Closing ) , ( v ) the filings required in accordance with Section 4 . 6 of this Agreement and ( vi ) those that have been made or obtained prior to the date of this Agreement satisfying the requirements thereof ( collectively , the Required Approvals ) .


(m)Litigation. There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities, or (ii) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary, nor to the Companys Knowledge any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Companys Knowledge there is not pending or contemplated, any investigation by the Commission involving the Company or, to the Companys Knowledge, any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act . There are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or, to the Companys Knowledge, any executive officers or directors of the Company in their capacities as such, which individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

( m ) Litigation . There is no Action which ( i ) adversely affects or challenges the legality , validity or enforceability of any of the Transaction Documents or the Securities , or ( ii ) would reasonably be expected to have , individually or in the aggregate , a Material Adverse Effect . Neither the Company nor any Subsidiary , nor to the Companys Knowledge any director or officer thereof , is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty . There has not been , and to the Companys Knowledge there is not pending or contemplated , any investigation by the Commission involving the Company or , to the Companys Knowledge , any current or former director or officer of the Company . The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act . There are no outstanding orders , judgments , injunctions , awards or decrees of any court , arbitrator or governmental or regulatory body against the Company or , to the Companys Knowledge , any executive officers or directors of the Company in their capacities as such , which individually or in the aggregate , would reasonably be expected to have a Material Adverse Effect .


(r) Intellectual Property. The Company and its Subsidiaries collectively own, possess, license or have other rights to use all material foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other proprietary rights and processes necessary for the conduct of their businesses, taken as a whole, as now conducted or as proposed in the SEC Reports to be conducted (collectively, the Intellectual Property). To the Companys Knowledge, (i) there are no rights of third parties to any Intellectual Property, other than as licensed by the Company; (ii) the Companys or its Subsidiaries use of any such Intellectual Property in the conduct of its business as presently conducted does not infringe upon the rights of any third parties; (ii) there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or threatened Action challenging the Companys rights in or to or scope of any such Intellectual Property; (iv) there is no pending or threatened Action challenging the validity or scope of any such Intellectual Property; and (v) there is no pending or threatened Action that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others. The Company is not aware of any facts required to be disclosed to the U.S. Patent and Trademark Office which have not been disclosed to the U.S. Patent and Trademark Office and which would preclude the grant of a patent in connection with any patent application of the Intellectual Property or could form the basis of a finding of invalidity with respect to any issued patents of the Intellectual Property. The Company and its Subsidiaries collectively have taken reasonable security measures to protect the secrecy, confidentiality and value of all of the Intellectual Property, except where the failure to do so would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

( r ) Intellectual Property . The Company and its Subsidiaries collectively own , possess , license or have other rights to use all material foreign and domestic patents , patent applications , trade and service marks , trade and service mark registrations , trade names , copyrights , licenses , inventions , trade secrets , technology , know-how and other proprietary rights and processes necessary for the conduct of their businesses , taken as a whole , as now conducted or as proposed in the SEC Reports to be conducted ( collectively , the Intellectual Property ) . To the Companys Knowledge , ( i ) there are no rights of third parties to any Intellectual Property , other than as licensed by the Company ; ( ii ) the Companys or its Subsidiaries use of any such Intellectual Property in the conduct of its business as presently conducted does not infringe upon the rights of any third parties ; ( ii ) there is no infringement by third parties of any such Intellectual Property ; ( iii ) there is no pending or threatened Action challenging the Companys rights in or to or scope of any such Intellectual Property ; ( iv ) there is no pending or threatened Action challenging the validity or scope of any such Intellectual Property ; and ( v ) there is no pending or threatened Action that the Company infringes or otherwise violates any patent , trademark , copyright , trade secret or other proprietary rights of others . The Company is not aware of any facts required to be disclosed to the U . S . Patent and Trademark Office which have not been disclosed to the U . S . Patent and Trademark Office and which would preclude the grant of a patent in connection with any patent application of the Intellectual Property or could form the basis of a finding of invalidity with respect to any issued patents of the Intellectual Property . The Company and its Subsidiaries collectively have taken reasonable security measures to protect the secrecy , confidentiality and value of all of the Intellectual Property , except where the failure to do so would not , individually or in the aggregate , have or reasonably be expected to have a Material Adverse Effect .


(z)No Integrated Offering. Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2 (without giving effect to any materiality qualifiers therein), neither the Company nor any Person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Section 4(a)(2) or Regulation D under the Securities Act in connection with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the Offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

( z ) No Integrated Offering . Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3 . 2 ( without giving effect to any materiality qualifiers therein ) , neither the Company nor any Person acting on its behalf has , directly or indirectly , at any time within the past six ( 6 ) months , made any offers or sales of any Company security or solicited any offers to buy any security under circumstances that would ( i ) eliminate the availability of the exemption from registration under Section 4 ( a ) ( 2 ) or Regulation D under the Securities Act in connection with the offer and sale by the Company of the Securities as contemplated hereby or ( ii ) cause the Offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law , regulation or shareholder approval provisions , including , without limitation , under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated .


(aa)Registration Rights. Other than the Purchasers pursuant to the Registration Rights Agreement or as disclosed in Section 3.1(aa) of the Disclosure Schedule, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

( aa ) Registration Rights . Other than the Purchasers pursuant to the Registration Rights Agreement or as disclosed in Section 3 . 1 ( aa ) of the Disclosure Schedule , no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company .


(cc)Application of Takeover Protections; Rights Agreements. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Companys charter documents or the laws of the State of Delaware that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Companys issuance of the Securities and the Purchasers ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

( cc ) Application of Takeover Protections ; Rights Agreements . The Company and its board of directors have taken all necessary action , if any , in order to render inapplicable any control share acquisition , business combination , poison pill ( including any distribution under a rights agreement ) or other similar anti-takeover provision under the Companys charter documents or the laws of the State of Delaware that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents , including , without limitation , the Companys issuance of the Securities and the Purchasers ownership of the Securities . The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company .


(ee)Foreign Corrupt Practices. Neither the Company nor any of its Subsidiaries, nor to the Companys Knowledge, any agent or other person acting on behalf of the Company or its Subsidiaries, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) taken any action, directly or indirectly, that would result in a violation by the Company or such persons of the Foreign Corrupt Practices Act of 1977 , as amended, and the rules and regulations thereunder.

( ee ) Foreign Corrupt Practices . Neither the Company nor any of its Subsidiaries , nor to the Companys Knowledge , any agent or other person acting on behalf of the Company or its Subsidiaries , has : ( i ) directly or indirectly , used any funds for unlawful contributions , gifts , entertainment or other unlawful expenses related to foreign or domestic political activity , ( ii ) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds , ( iii ) failed to disclose fully any contribution made by the Company ( or made by any person acting on its behalf of which the Company is aware ) which is in violation of law or ( iv ) taken any action , directly or indirectly , that would result in a violation by the Company or such persons of the Foreign Corrupt Practices Act of 1977 , as amended , and the rules and regulations thereunder .


(ii)Investment Company. The Company is not and, after giving effect to the offering and sale of the Securities, will not be an investment company as defined in the Investment Company Act of 1940 , as amended.

( ii ) Investment Company . The Company is not and , after giving effect to the offering and sale of the Securities , will not be an investment company as defined in the Investment Company Act of 1940 , as amended .


(c)Investment Intent. Such Purchaser understands that the Securities are restricted securities and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or through any person or entity; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

( c ) Investment Intent . Such Purchaser understands that the Securities are restricted securities and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to , or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities laws . Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business . Such Purchaser does not presently have any agreement , plan or understanding , directly or indirectly , with any Person to distribute or effect any distribution of any of the Securities ( or any securities which are derivatives thereof ) to or through any person or entity ; such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer .


(q) Prohibited Purchaser. Such Purchaser represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in it, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001 ) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a Prohibited Purchaser). The Purchaser agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U.S. antimony laundering, anti-terrorist and asset control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further acknowledges that the Purchaser will have no claim against the Company or any of its Affiliates or agents for any form of damages as a result of any of the foregoing actions.

( q ) Prohibited Purchaser . Such Purchaser represents that neither it nor , to its knowledge , any person or entity controlling , controlled by or under common control with it , nor any person having a beneficial interest in it , nor any person on whose behalf the Purchaser is acting : ( i ) is a person listed in the Annex to Executive Order No . 13224 ( 2001 ) issued by the President of the United States ( Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit , Threaten to Commit , or Support Terrorism ) ; ( ii ) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U . S . Office of Foreign Assets Control ; ( iii ) is a non-U . S . shell bank or is providing banking services indirectly to a non-U . S . shell bank ; ( iv ) is a senior non-U . S . political figure or an immediate family member or close associate of such figure ; or ( v ) is otherwise prohibited from investing in the Company pursuant to applicable U . S . anti-money laundering , anti-terrorist and asset control laws , regulations , rules or orders ( categories ( i ) through ( v ) , each a Prohibited Purchaser ) . The Purchaser agrees to provide the Company , promptly upon request , all information that the Company reasonably deems necessary or appropriate to comply with applicable U . S . anti-money laundering , anti-terrorist and asset control laws , regulations , rules and orders . The Purchaser consents to the disclosure to U . S . regulators and law enforcement authorities by the Company and its Affiliates and agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable U . S . antimony laundering , anti-terrorist and asset control laws , regulations , rules and orders . If the Purchaser is a financial institution that is subject to the USA Patriot Act , the Purchaser represents that it has met all of its obligations under the USA Patriot Act . The Purchaser acknowledges that if , following its investment in the Company , the Company reasonably believes that the Purchaser is a Prohibited Purchaser , the Company has the right or may be obligated to prohibit additional investments , segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares . The Purchaser further acknowledges that the Purchaser will have no claim against the Company or any of its Affiliates or agents for any form of damages as a result of any of the foregoing actions .


(e)Acknowledgement. While the Registration Statement remains effective, each Purchaser hereunder may sell the Shares in accordance with the plan of distribution contained in the Registration Statement and, if it does so, it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act , such Purchaser will refrain from selling such Shares until such time as such Purchaser is notified by the Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act , unless such Purchaser is able to, and does, sell such Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act . Each Purchaser acknowledges that the delivery of the Irrevocable Transfer Agent Instructions and any removal of any legends from certificates representing the Shares as set forth in this Section 4.1 is predicated on the Companys reliance upon the Purchasers acknowledgement in this Section 4.1(e).

( e ) Acknowledgement . While the Registration Statement remains effective , each Purchaser hereunder may sell the Shares in accordance with the plan of distribution contained in the Registration Statement and , if it does so , it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available . Each Purchaser , severally and not jointly with the other Purchasers , agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act , such Purchaser will refrain from selling such Shares until such time as such Purchaser is notified by the Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act , unless such Purchaser is able to , and does , sell such Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act . Each Purchaser acknowledges that the delivery of the Irrevocable Transfer Agent Instructions and any removal of any legends from certificates representing the Shares as set forth in this Section 4 . 1 is predicated on the Companys reliance upon the Purchasers acknowledgement in this Section 4 . 1 ( e ) .


4.4No Integration. The Company shall not, and shall use its commercially reasonable efforts to ensure that the Affiliates of the Company shall not, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act ) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4 . 4No Integration . The Company shall not , and shall use its commercially reasonable efforts to ensure that the Affiliates of the Company shall not , sell , offer for sale or solicit offers to buy or otherwise negotiate in respect of any security ( as defined in Section 2 of the Securities Act ) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers , or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction .


4.9Shelf Registration; Authorized Shares. The Company shall use its commercially reasonable efforts to ensure that it has enough authorized shares of Common Stock and an effective shelf registration statement under the Securities Act to access the equity capital markets from time to time after the Closing should it be necessary or advisable to do so.

4 . 9Shelf Registration ; Authorized Shares . The Company shall use its commercially reasonable efforts to ensure that it has enough authorized shares of Common Stock and an effective shelf registration statement under the Securities Act to access the equity capital markets from time to time after the Closing should it be necessary or advisable to do so .


(f) Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).

( f ) Company Deliverables . The Company shall have delivered the Company Deliverables in accordance with Section 2 . 2 ( a ) .


(d) Purchaser Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

( d ) Purchaser Deliverables . Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2 . 2 ( b ) .


Registration Statements means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial Registration Statement, the New Registration Statement and any Remainder Registration Statements), including (in each case) the amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.

Registration Statements means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement ( including , without limitation , the Initial Registration Statement , the New Registration Statement and any Remainder Registration Statements ) , including ( in each case ) the amendments and supplements to such Registration Statements , including pre - and post-effective amendments thereto , all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements .


Rule 415 means Rule 415 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

Rule 415 means Rule 415 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time , or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule .


Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

Rule 424 means Rule 424 promulgated by the Commission pursuant to the Securities Act , as such Rule may be amended from time to time , or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule .


(b)The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later than the Effectiveness Deadline (including, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five Business Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed, or not be subject to further review and the effectiveness of such Registration Statement may be accelerated), and, subject to Section 2(e), shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder retain their character as Registrable Securities (the Effectiveness Period). The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission. The Company shall, by 9:30 a.m. Boston time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b).

( b ) The Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable and , with respect to the Initial Registration Statement or the New Registration Statement , as applicable , no later than the Effectiveness Deadline ( including , with respect to the Initial Registration Statement or the New Registration Statement , as applicable , filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five Business Days after the date that the Company is notified ( orally or in writing , whichever is earlier ) by the Commission that such Registration Statement will not be reviewed , or not be subject to further review and the effectiveness of such Registration Statement may be accelerated ) , and , subject to Section 2 ( e ) , shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under the Securities Act for so long as the securities registered for resale thereunder retain their character as Registrable Securities ( the Effectiveness Period ) . The Company shall promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with the Commission . The Company shall , by 9 : 30 a . m . Boston time on the first Trading Day after the Effective Date , file a final Prospectus with the Commission , as required by Rule 424 ( b ) .


(c)If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable, is not declared effective by the Commission (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline or (iii) after its Effective Date and except for the reasons as set forth in Section 3(h), (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order or the Companys failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change in the Plan of Distribution or the inaccuracy of any information regarding the Holders), in each case, for more than an aggregate of 45 calendar days (which need not be consecutive days) during any 12-month period (other than as a result of a material breach of this Agreement by a Holder or a Holders failure to return a Selling Stockholder Questionnaire within the time period provided by Section 2(d) hereof) (any such failure or breach in clauses (i) through (iii) above being referred to as an Event, and, for purposes of clauses (i) or (ii), the date on which such Event occurs, or for purposes of clause (iii), the date on which such 45 calendar day period is exceeded, being referred to as an Event Date), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) within five Business Days after an Event Date relating to a failure in clause (i) only, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on such Event Date; and (y) on each 30-day anniversary (or pro rata portion thereof) following any Event Date (including, for the avoidance of doubt, a failure in clause (i), in which case each 30-day anniversary shall be measured commencing on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The amounts payable pursuant to the foregoing clauses (x) and (y) are referred to collectively as Liquidated Damages. The parties agree that (1) notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed, in the aggregate, 6.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and (2) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1.0% of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement. If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within 30 Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. Unless otherwise specified in Section 2(c), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude any Holder from pursuing or obtaining any available remedies at law, specific performance or other equitable relief with respect to this Section 2(c) in accordance with applicable law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which may then be resold under Rule 144 or which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered, in which case the provisions of this Section 2(c) shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Companys failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act ( in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder).

( c ) If : ( i ) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline , ( ii ) the Initial Registration Statement or the New Registration Statement , as applicable , is not declared effective by the Commission ( or otherwise does not become effective ) for any reason on or prior to the Effectiveness Deadline or ( iii ) after its Effective Date and except for the reasons as set forth in Section 3 ( h ) , ( A ) such Registration Statement ceases for any reason ( including , without limitation , by reason of a stop order or the Companys failure to update the Registration Statement ) , to remain continuously effective as to all Registrable Securities included in such Registration Statement or ( B ) the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason ( other than due to a change in the Plan of Distribution or the inaccuracy of any information regarding the Holders ) , in each case , for more than an aggregate of 45 calendar days ( which need not be consecutive days ) during any 12-month period ( other than as a result of a material breach of this Agreement by a Holder or a Holders failure to return a Selling Stockholder Questionnaire within the time period provided by Section 2 ( d ) hereof ) ( any such failure or breach in clauses ( i ) through ( iii ) above being referred to as an Event , and , for purposes of clauses ( i ) or ( ii ) , the date on which such Event occurs , or for purposes of clause ( iii ) , the date on which such 45 calendar day period is exceeded , being referred to as an Event Date ) , then in addition to any other rights the Holders may have hereunder or under applicable law : ( x ) within five Business Days after an Event Date relating to a failure in clause ( i ) only , the Company shall pay to each Holder an amount in cash , as liquidated damages and not as a penalty , equal to 1 . 0 % of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on such Event Date ; and ( y ) on each 30-day anniversary ( or pro rata portion thereof ) following any Event Date ( including , for the avoidance of doubt , a failure in clause ( i ) , in which case each 30-day anniversary shall be measured commencing on the 31st day following such Event Date ) until the earlier of ( 1 ) the applicable Event is cured or ( 2 ) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions , the Company shall pay to each Holder an amount in cash , as liquidated damages and not as a penalty , equal to 1 . 0 % of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder . The amounts payable pursuant to the foregoing clauses ( x ) and ( y ) are referred to collectively as Liquidated Damages . The parties agree that ( 1 ) notwithstanding anything to the contrary herein or in the Purchase Agreement , no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness Period and in no event shall the aggregate amount of Liquidated Damages payable to a Holder exceed , in the aggregate , 6 . 0 % of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement and ( 2 ) in no event shall the Company be liable in any 30-day period for Liquidated Damages under this Agreement in excess of 1 . 0 % of the aggregate purchase price paid by the Holders pursuant to the Purchase Agreement . If the Company fails to pay any Liquidated Damages pursuant to this Section 2 ( c ) in full within 30 Business Days after the date payable , the Company will pay interest thereon at a rate of 1 . 0 % per month ( or such lesser maximum amount that is permitted to be paid by applicable law ) to the Holder , accruing daily from the date such Liquidated Damages are due until such amounts , plus all such interest thereon , are paid in full . Unless otherwise specified in Section 2 ( c ) , the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event , except in the case of the first Event Date . Notwithstanding the foregoing , nothing shall preclude any Holder from pursuing or obtaining any available remedies at law , specific performance or other equitable relief with respect to this Section 2 ( c ) in accordance with applicable law . The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which may then be resold under Rule 144 or which are not permitted by the Commission to be included in a Registration Statement due solely to SEC Guidance from the time that it is determined that such Registrable Securities are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements required to be filed hereunder are triggered , in which case the provisions of this Section 2 ( c ) shall once again apply , if applicable . In such case , the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities which are permitted in accordance with SEC Guidance to be included in such Registration Statement . The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Companys failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Holder to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act ( in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Holder ) .


(b)(i) Subject to Section 3(h), prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Stockholders but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities cease to be Registrable Securities or shall have been disposed of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that in the event the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities, the Company shall deliver to the Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities, and each Holder agrees to dispose of Registrable Securities in compliance with the Plan of Distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.

( b ) ( i ) Subject to Section 3 ( h ) , prepare and file with the Commission such amendments ( including post-effective amendments ) and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period ; ( ii ) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement ( subject to the terms of this Agreement ) , and , as so supplemented or amended , to be filed pursuant to Rule 424 ; ( iii ) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and , as promptly as reasonably possible , provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Stockholders but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company ; and ( iv ) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities cease to be Registrable Securities or shall have been disposed of ( subject to the terms of this Agreement ) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as so supplemented ; provided , however , that in the event the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 and , as a result thereof , the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities , the Company shall deliver to the Holders a copy of the Prospectus in electronic format and each such Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities , and each Holder agrees to dispose of Registrable Securities in compliance with the Plan of Distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws . In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement ( including pursuant to this Section 3 ( b ) ) by reason of the Company filing a report on Form 10-K , Form 10-Q or Form 8-K or any analogous report under the Exchange Act , the Company shall have incorporated such report by reference into such Registration Statement , if applicable , or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed .