The Receiver hereby represents and warrants that as of the Effective Date: (a) subject to the entry of the Preliminary Approval Order and Bar Order, he has the power and authority to bind the applicable Receivership Entities to the terms of this Agreement or otherwise has been duly authorized to execute and deliver this Agreement on their behalf; (b) the Receiver will pursue the approval of this Agreement, including entry of the Preliminary Approval Order and Bar Order and Investor Class Action Dismissal, in good faith and using his best efforts; (c) he will perform the obligations created by this Agreement and cooperate with Raymond James and Class Counsel in good faith regarding this Agreement; and (d) he has, or has caused to be conducted by his counsel or other persons under his control, conducted a reasonably diligent search of the records of the Receivership Entities to ascertain the EB-5 investors and creditors of each of the Receivership Entities.