Common use of Adjustments to Purchase Price Clause in Contracts

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below in this Section 2.2. 2.2.1 The Purchase Price shall be increased by the following amounts (without duplication) (“Seller’s Credits”): (a) An amount equal to the production, development, operating, overhead and other costs, determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”), incurred, charged or allocable to the Properties in the ordinary course of business with respect to the period commencing at the Effective Time and ending at 7:00 a.m. on the Closing Date (the “Closing Period”) (collectively, “Closing Period Expenses”), and actually paid by Seller, whether before or after the Effective Time, and expressly including the following (with any such Closing Period Expenses attributable to any partial period occurring during the Closing Period to be prorated based on the portion of such period falling within the Closing Period): (i) lease operating expenses, including bond and insurance premiums; (ii) all overhead or other charges paid to any operator in connection with the operation of the Wellbores, all capital expenditures, including drilling costs, reworking costs, and all other capital expenditures incurred in connection with the development, exploration, or operation of the Wellbores during the Closing Period; and (iii) amounts paid under the Surface Contracts to the extent related to the Wellbores. (b) An amount equal to the value of all Substances produced from the Wellbores and in pipelines at the Effective Time, calculated at the sales price received by Seller for such Substance as of the Effective Time, and for which Seller has not yet received payment. (c) Any upward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I up to but not in excess of $10,000,000 in the aggregate, after deducting any downward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I. (d) An amount equal to the price for “Prices of Spot Gas Delivered to Pipelines” reported in Inside FERC Gas Market Report (published by ▇▇▇▇▇’▇) for the month of March 2008, under the column marked “Index” for the “CenterPoint Energy Gas Transmission Co.—East” delivery point, multiplied by the volume of any underproduction attributable to Seller’s interest in the Wellbores as of the Effective Time under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement or similar agreement. 2.2.2 The Purchase Price shall be decreased by the following amounts (without duplication) (“Buyer’s Credits”): (a) An amount equal to the proceeds received by Seller from the sale of Substances produced during the Closing Period, net of all applicable taxes not reimbursed to Seller by a "Credit Adjustment"). purchaser of Substances. (b) An amount equal to all proceeds received by Seller from whatever source derived that relate to the Properties and are attributable to periods after the Effective Time. (c) Any downward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I. (d) An amount equal to the Remediation Value attributable to any Adverse Environmental Condition as determined in accordance with Annex II to the extent the aggregate of all Remediation Values in excess of $50,000 exceeds one and one-half percent (1.5%) of the Purchase Price. (e) The amount of such Credit Adjustment all taxes prorated to Buyer in accordance with respect to any Receivable adjusted downward as described in clause Section 12.1. (af) of the preceding sentence, shall be An amount equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) value of the preceding sentenceWellbores excluded from the Properties because of a Casualty Loss affecting such Properties or, shall equal either (i) in the Purchase Price paid alternative, the insurance proceeds received by Seller for such Receivable Casualty Loss, all as provided in Section 10. (g) An amount equal to the price for “Prices of Spot Gas Delivered to Pipelines” reported in Inside FERC Gas Market Report (published by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing ▇▇▇▇▇’▇) for the month of March 2008, under the Subordinated Note or deemed column marked “Index” for the “CenterPoint Energy Gas Transmission Co.—East” delivery point, multiplied by the volume of any overproduction attributable to be a capital contribution from RPA Seller to Purchaser) or (ii) Seller’s interest in the case Wellbores as of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective DateTime under any operating agreement, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such daygas balancing and storage agreement, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement gas processing or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on dehydration agreement or before the date Purchaser is required to make such deposit to the Excess Funding Accountsimilar agreement.

Adjustments to Purchase Price. During any Monthly PeriodIf the Closing Adjustment, if (a) Servicer adjusts downward as shown on the amount of any Receivable (i) because of a rebateClosing Statement, refundis negative, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall will be reduced as provided below (a "Credit Adjustment"). The by an amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment andClosing Adjustment. If the Closing Adjustment is positive, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid will be increased by an amount equal to the Closing Adjustment. Within thirty (30) days of the date of the Closing, Purchaser shall prepare and deliver to Sellers the Closing Statement. Such Closing Statement will be final and binding on the parties unless the Sellers give notice to the Purchaser of their objection within ten (I 0) days of their receipt. If the Sellers object to the draft Closing Statement delivered by Purchaser, the Parties shall use their reasonable commercial efforts to resolve the dispute within 30 days. If unresolved, the dispute shall be submitted for such Receivable resolution by Purchaser any Party to RPA Seller (including any portion thereof deemed to be a borrowing under an accounting firm selected by mutual agreement of the Subordinated Note Parties, or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case absence of any Receivable that was deemed agreement, to have been sold to Purchaser by RPA Seller prior to MNP, Certified Public Accountants, which will be acting as experts and not as arbitrators. That resolution will be final and binding upon the Effective DateParties and shall be reflected in the Closing Statement, the principal balance of such Receivablewhich will then be in final form. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to Parties shall equally share the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result fees and expenses of the occurrence of any event giving rise to a Credit accounting firm. If the Closing Adjustment is greater (i.e. is more positive or less negative) than the Estimated Adjustment, Purchaser is required shall, within fifteen (15) days after the Closing Statement becomes final and binding on the Parties, pay such excess to deposit funds into the Excess Funding Account pursuant to Section 4.03 Sellers via wire transfer of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds to an account designated by Sellers. If the Closing Adjustment is less (i.e. is less positive or more negative) than the Estimated Adjustment, Sellers shall, within fifteen (15) days after the Closing Statement becomes final and binding on or before the date Parties, pay such difference to Purchaser is required via wire transfer of immediately available funds to make such deposit to the Excess Funding Accountan account designated by Purchaser.

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price shall be adjusted based on the following: (a) Servicer adjusts downward Reduced by the aggregate amount of any Receivable the following proceeds received by Seller between the Effective Date and the Closing Date (with the period between the Effective Date and the Closing Date referred to as the “Adjustment Period”): (i) because proceeds from the sale of a rebateHydrocarbons (net of any royalties, refund, charge-back overriding royalties or other downward adjustment burdens on or payable out of production, gathering, processing and transportation costs and any sales or excise Taxes with respect thereto that are incurred during the Adjustment Period and paid by Seller, to the extent not reimbursed to Seller by the purchaser of production, but excluding any other Taxes) produced from or attributable to the Producing Properties during the Adjustment Period, and (including Servicer errorsii) made without receiving Collections therefor or charging off such other proceeds earned with respect to the Producing Properties during the Adjustment Period, all of which shall be retained by the Seller; (b) Reduced in accordance with Section 6.5, by an amount as uncollectible equal to the Allocated Value of those Producing Properties (i) with respect to which preferential purchase rights have been exercised prior to Closing or (ii) because such Receivable was created that cannot be transferred at Closing due to unwaived or unexpired requirements for consent to the assignments contemplated hereby; (c) Reduced in respect of merchandise which was refused or returned accordance with Sections 6.3 and 6.6; (d) Increased by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause all Property Costs which are paid by Seller and incurred at or after the Effective Date (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior except to the Effective Date, extent such costs are netted against the principal balance proceeds from the sale of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account Hydrocarbons pursuant to Section 4.03 of the Pooling and Servicing Agreement 2.3(a)); (e) Increased or Section 3.09 of the Transfer and Servicing Agreementreduced, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit as appropriate, pursuant to the Excess Funding Accountprovisions of Section 7.9; and (f) Any other amount agreed upon by Seller and Purchaser in writing.

Adjustments to Purchase Price. During any Monthly Period(i) Within ten (10) Business Days prior to the Closing Date, if but in no event less than three (a3) Servicer adjusts downward Business Days prior to the Closing Date, Seller will prepare and deliver (or cause to be prepared and delivered) to Buyer, a certificate of the principal financial officer of Seller that contains a reasonable good faith estimate of (A) a consolidated balance sheet of Company as of the Effective Date (the “Estimated Closing Balance Sheet”) setting forth the Book Value, DTAs, Deferred Policy Acquisition Costs and WC Renewal Rights Proceeds estimated as of the Closing Date, (B) the Purchase Price calculation as of the Effective Date (disregarding reserves for CIE Claims), as (the “Estimated Purchase Price”) and (C) the manner of payment of the Estimated Purchase Price in accordance with Section 2.2(b) at the Closing, including, the number of Closing Preferred Shares to be issued, identifying whether there will be a Special Dividend or Buyer Note and the amount of the Estimated Cash Payment, in each case, together with work papers in support thereof, which estimate will be prepared in a manner consistent with Exhibit C and will be, in all cases, reasonably acceptable to Buyer. (ii) Not later than ninety (90) days after the Closing Date, Buyer will prepare and deliver (or cause to be prepared and delivered) to Seller (A) a balance sheet of the Company as of the Effective Date (the “Closing Balance Sheet”) setting forth the Book Value, Deferred Policy Acquisition Costs and WC Renewal Rights Proceeds as of the Effective Date (disregarding any Receivable reserves for CIE Claims), together with work papers in support thereof, which will be prepared in a manner consistent with Exhibit C (the “Closing Statements”), and (B) Buyer's computation of the amount (the “Closing Adjustment Amount”) by which each component of the Purchase Price, other than the DTAs (the “Final Closing Amounts”), exceeds or is less than the estimated amounts therefor set forth on the Estimated Closing Balance Sheet (the “Estimated Closing Amounts”). (iii) Within sixty (60) days after Seller's receipt of the Closing Statements (the “Notice Period”), Seller will deliver notice in writing to Buyer of either (i) because Seller's agreement as to the Final Closing Amounts and Buyer's computation of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible the Closing Adjustment Amount or (ii) because Seller's dispute thereof (if any), specifying in reasonable detail the nature of its dispute (any such Receivable was created items in respect dispute, the “Disputed Items” and any such notice of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defenseDisputed Items, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"“Dispute Notice”). The amount If Seller fails to deliver to Buyer a Dispute Notice within the Notice Period, the Final Closing Amounts and Buyer's computation of the Closing Adjustment Amount, if any, will be final and binding on the Parties. If Seller delivers a Dispute Notice to Buyer prior to the expiration of the Notice Period, each Party will cooperate and will cause its representatives to cooperate with the other Party and their representatives in good faith to seek to promptly resolve the Disputed Items. Any Disputed Items that are agreed to in writing by Seller and Buyer (such Credit Adjustment resolved Disputed Items, “Resolved Items”) within fifteen (15) days of receipt of the Dispute Notice or such other time as is mutually agreed in writing by Seller and Buyer (the “Dispute Period”) will be final and binding on the Parties. If at the end of the Dispute Period, Seller and Buyer have failed to reach agreement with respect to any Receivable adjusted downward as described in clause Disputed Items (asuch unresolved Disputed Items, “Remaining Disputed Items”), such Remaining Disputed Items will, within twenty (20) days after the expiration of the preceding sentenceDispute Period, shall be equal submitted to the amount Independent Expert. The Independent Expert may consider only the Remaining Disputed Items and must resolve such Remaining Disputed Items in accordance with the terms and provisions of such adjustment andthis Agreement. The Independent Expert will deliver to Buyer and Seller, with respect as promptly as practicable and in any event within forty five (45) days after its appointment, a written report setting forth the resolution of each Remaining Disputed Item, the resulting adjustments to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under taking into account the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) Resolved Items and its resolution of the Remaining Disputed Items), and its computation of the Closing Adjustment Amount. Except in the case of any Receivable that was deemed to have been sold to Purchaser fraud the conclusions in such report will be final and binding upon the Parties. Each of Buyer and Seller will (A) bear all of its fees, costs and expenses incurred by RPA Seller prior to it and its Affiliates in connection with the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result resolution of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 Disputed Items and (B) pay one half of the Pooling fees and Servicing Agreement or Section 3.09 costs of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountIndependent Expert.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Notwithstanding anything to the amount of any Receivable (i) because of a rebatecontrary contained herein, refund, charge-back all Hydrocarbon production revenue and Property Expenses produced from or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect attributable to any Receivable adjusted downward as described in clause (a) part of the preceding sentence, shall be equal Purchased Interests and relating to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller period prior to the Effective Time shall be owned by and borne by Seller (“Seller Amounts”) and all similar Hydrocarbon production revenue and Property Expenses, produced from or attributable to the Purchased Interests and relating to the period after the Effective Time, shall be owned by and borne by Buyer (“Buyer Amounts”). The Closing Amount and the Post-Closing Payment shall each be increased or decreased as the case may be (without duplication) by the applicable Buyer Amounts and Seller Amounts set forth on Schedule 7.02(a) or the Post-Closing Settlement Statement. Schedule 7.02(a) also includes the proceeds for such volumes that have not been received by Seller, in an amount equal to the aggregated volumes of Hydrocarbons stored in stock tanks, pipelines or other storage as of the Effective Time that are attributable to the ownership and operation of the Property multiplied by the contract price therefor on the Effective Time. (b) On or before the date that is ten (10) Business Day prior to the Post-Closing Payment Date, Buyer shall prepare and deliver to Seller a good faith accounting (the principal balance “Post-Closing Settlement Statement”) reflecting each adjustment made in accordance with this Agreement as of the date of the preparation of such Receivable. The amount Post-Closing Settlement Statement and showing the final calculation of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA the Post-Closing Payment, increased or decreased, as applicable by all Seller on such day, Amounts and all Buyer Amounts set forth thereon; provided that, subject Seller and Buyer will each be given credit for any Seller Amounts or Buyer Amounts for which an adjustment was made to the following provisoClosing Amount and which is reflected on Schedule 7.02(a). The Post-Closing Settlement Statement shall be based on actual revenues and expenses when available and to the extent actual figures are not available estimates will be used. In addition Buyer shall provide to Seller Buyer’s back up information directly relied upon by Buyer in the preparation of the Post-Closing Settlement Statement and reasonably necessary for Seller to review and respond to such statement. Seller shall, RPA within five (5) Business Days from its receipt of the Post-Closing Settlement Statement provide to Buyer a written report containing any proposed changes to the Post-Closing Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). If the final calculation of the Post-Closing Payment set forth in the Post-Closing Settlement Statement is mutually agreed upon by Seller and Buyer, the Post-Closing Settlement Statement shall be final and binding on the Parties. (c) If Seller and Buyer are unable to resolve the matters addressed in the Dispute Notice within three (3) Business Days of Buyer’s receipt of such Dispute Notice then (i) (A) in the event the amount in dispute is less than $5,000,000, Buyer shall pay to Seller the Post-Closing Payment as adjusted using Buyer’s calculations set forth on the Post-Closing Settlement Statement or (B) in the event the amount in dispute is $5,000,000 or greater, Buyer shall pay to Seller at least $145,000,000 of the Post-Closing Payment, and (ii) each of Buyer and Seller shall not within ten (10) Business Days after the delivery of such Dispute Notice, summarize its position with regard to such dispute in a written document of twenty pages or less and submit such summaries to the Houston, Texas office of EY or such other Person as the Parties may mutually select (the “Accounting Arbitrator”), together with the Dispute Notice, the Post-Closing Settlement Statement and any other documentation such Party may desire to submit. Subject to Buyer’s obligation to pay at least $145,000,000 of the Post-Closing Payment pursuant to subclause (i)(B) of this Section 3.02(c), amounts in dispute related to Seller’s indemnification obligations shall be obligated resolved in accordance with Article VIII and all other disputed amounts set forth on the Dispute Notice will be resolved in accordance with this Section 3.02 in either case without prejudice to make any cash payment the Party retaining, or receiving, the Post-Closing Payment. Within twenty (20) Business Days after receiving the Parties’ respective submissions, the Accounting Arbitrator shall render a decision choosing either Seller’s position or Buyer’s position with respect to a Credit Adjustment until each matter addressed in any Dispute Notice, based on the Distribution Date materials described above. Any decision rendered by the Accounting Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against any of the Parties in any court of competent jurisdiction. The costs of such Accounting Arbitrators shall be borne one-half by Buyer and one-half by Seller. In the event that EY declines to serve as the Accounting Arbitrator and the Parties are unable to mutually agree upon its replacement within 10 days following the Monthly Period in date upon which EY provides notice that it will not serve as Accounting Arbitrator, then each Party will nominate a candidate to be the Accounting Arbitrator, and such Credit Adjustment arose; provided, further, that if, as a result of candidates so nominated by the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into Parties shall together determine the Excess Funding Account pursuant to Section 4.03 of Accounting Arbitrator. Upon the Pooling and Servicing Agreement or Section 3.09 of final determination by the Transfer and Servicing Agreement, RPA Seller Accounting Arbitrator the applicable Party shall pay Purchaser to the other Party the amount determined by which the Purchase Price would Accounting Arbitrator with respect to such dispute after taking into account any adjustments already made to the Post-Closing Payment with respect to such disputed amount. Such payment shall be reduced in by wire transfer of immediately available funds to the account designated by the relevant Party. (d) If a Party receives any proceeds or pays any additional expenses (including any Property Expenses) for or on behalf of the other Party, it shall promptly invoice the other Party for such expenses (who shall promptly pay such invoice) or remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for on or before the date Purchaser is required to make such deposit to the Excess Funding AccountPost-Closing Payment Date).

Adjustments to Purchase Price. During any Monthly PeriodAt Closing, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced adjusted as provided below follows and the resulting amount shall be referred to herein as the "Adjusted Purchase Price": (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following: (i) The amount of such Credit Adjustment all actual operating or capital expenditures or prepaid expenses attributable to the Interests paid by or on behalf of Sellers in connection with respect to any Receivable adjusted downward as described in clause (a) the operation of the preceding sentenceInterests and which are, shall be equal according to generally accepted accounting principles, attributable to the amount period of time between the Effective Time and Closing Date. Such expenditures and expenses shall include, without limitation, royalties, rentals and other charges; ad valorem, property, excise, and any other taxes based upon or measured by the ownership of the Interests, the production of hydrocarbons or the receipt of proceeds therefrom; and expenses payable to a third person under applicable joint operating agreements, including, without limitation, overhead charges at normal company overhead labor rates and royalty disbursement fees payable to operator, or similar payments to third party operators, or, in the absence of any joint operating agreement, those items customarily billed under such adjustment andan agreement. (ii) The value, with respect less taxes (other than taxes on net income), of all hydrocarbons in storage facilities above or upstream from the pipeline connection in each storage facility, or downstream of delivery point, sales meters on gas pipelines, as of the Effective Time, at the prevailing market value at the time of sale in the area, adjusted for grade and gravity. (iii) Insurance premiums of $7,500 per month from the effective date to any Receivable described in clause Closing, for general liability, excess liability and operator's extra expense (which benefits accrue to Buyers pursuant to paragraph 1.3). (iv) General corporate overhead of $20,000 per month from the effective date to the Closing date to reimburse Seller for cost to produce ▇▇▇▇▇ overhead revenues that accrue to Buyers. (v) Any other amounts agreed upon by Sellers and Buyers. (b) of The Purchase Price shall be adjusted downward by the preceding sentence, shall equal either following: (i) the Purchase Price paid for such Receivable by Purchaser Reductions due to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or Title Failures as provided in Sections 10.7. (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account For uncured Title Defects and Contested Defects pursuant to Section 4.03 10.8 (iii) Reductions due to Environmental Defects as provided in Section 11.3. (iv) The gross proceeds received by Sellers, net of applicable severance and production taxes and compression and transportation charges, and derived from the Pooling and Servicing Agreement or Section 3.09 sale of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit hydrocarbons attributable to the Excess Funding AccountInterests to the extent owned by Buyers between the Effective Time and the Closing Date, pursuant to the provisions of Section 1.6 above. (v) Reductions due to receipt by Sellers of denials to consent and of exercises of preferential rights as provided in Section 10.11. (vi) ▇▇▇▇▇ revenues received by Seller between Effective Time and Closing Date. (vii) Any other amounts agreed upon by Sellers and Buyers.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back unauthorized charge or other downward adjustment (including Servicer errors) made without receiving Collections therefor billing error to an accountholder, or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder accountholder, or if Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as to which the accountholder has asserted a counterclaim or defense, uncollectible or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit AdjustmentCREDIT ADJUSTMENT"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause CLAUSE (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for with respect to such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) as determined on the date on which such Receivable was purchased computed in accordance with SECTION 3.1 or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, ; provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arosearose in accordance with SECTION 3.3; provided, further, that that, if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 SECTION 3.9 of the Pooling and Servicing Agreement or Section 3.09 SECTION 3.9 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account. To secure its obligations to make the payments required by the preceding sentence, RPA Seller hereby grants to Purchaser and its assigns, a security interest in (i) its rights to receive payments from any Merchant under any Credit Card Processing Agreement on account of rebates, refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes Servicer to adjust downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible ("MERCHANT ADJUSTMENT PAYMENTS"), (ii) any collateral security granted to, or guaranty for the benefit of, RPA Seller with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced as provided below increased by the following amounts (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either without duplication): (i) the Purchase Price amount of all costs, expenses and charges relating to the Assets, or the ownership, use or operation of the Assets, other than Taxes, which are addressed in Article XII, which are paid for such Receivable by Purchaser Seller or its Affiliates and are attributable to RPA Seller (including the period of time from and after the Effective Time, excluding any portion thereof deemed costs, expenses or charges related to be a borrowing under the Subordinated Note curing of any Title Defects or deemed to be a capital contribution from RPA Seller to Purchaser) or Environmental Defects; (ii) all upward Purchase Price adjustments for Title Benefits determined in accordance with Section 3.07; (iii) the case amount of all proceeds and revenues related to the Assets which are received by or credited in favor of Purchaser, net of any Receivable production, severance and similar Taxes attributable thereto that was deemed to have been sold paid by or on behalf of Purchaser, and which are attributable to Purchaser by RPA Seller the period of time prior to the Effective Date, Time; and (iv) any other amount provided for in this Agreement or mutually agreed upon in writing by Purchaser and Seller. (b) The Purchase Price shall be decreased by the principal balance of such Receivable. following amounts (without duplication): (i) The amount Allocated Value of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject Asset sold prior to the following proviso, RPA Seller shall not be obligated Closing to make any cash payment with respect to the holder of a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account preferential right pursuant to Section 4.03 3.05; (ii) all downward Purchase Price adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV; (iii) the Allocated Value, if any, of all Assets deemed to constitute Excluded Assets under the provisions of this Agreement; (iv) all sums paid to, credited in favor of or received by Seller for all Casualty Losses; (v) the amount of all costs, expenses and charges relating to the Assets, or the ownership, use or operation of the Pooling Assets, other than Taxes, which are addressed in Article XII, which are paid by Purchaser or its Affiliates and Servicing which are attributable to the period of time before the Effective Time; (vi) the amount of all proceeds and revenues related to the Assets which are received by or credited in favor of Seller, net of any production, severance and similar Taxes attributable thereto that have been paid by or on behalf of Seller, and which are attributable to the period of time from and after the Effective Time; and (vii) any other amount provided for in this Agreement or Section 3.09 of mutually agreed upon in writing by Purchaser and Seller. (c) The adjustments described in Sections 10.02(a) and (b) are hereinafter referred to as the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the “Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountAdjustments.”

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Upon final determination of the Signing Statement, the Closing Purchase Price shall be adjusted to reflect net daily cash settlements of cash receipts and cash disbursements with regard to the Accounts for the period between the Valuation Date and the Closing Date as reflected on the Signing Statement. Seller shall pay Purchaser, or Purchaser shall pay Seller, as the case may be, the aggregate amount reflected on the Signing Statement as the adjustment to the Closing Purchase Price (the “Purchase Price Adjustment”). Such payment shall be remitted no later than the fifth (5th) Business Day after the Signing Statement has been agreed to by Seller and Purchaser to an account designated by the party to which payment is due. (b) The Closing Purchase Price shall also be adjusted due to the occurrence of any of the following events: (i) If the Account Owner is debited by VISA after the Cut-Off Time for a chargeback in respect of which the Account Owner provided an Obligor with a credit on an Account prior to the Cut-Off Time and such debit has not been included in the Closing Purchase Price or any Purchase Price Adjustment then Purchaser agrees to pay to Seller an amount equal to (a) 88%, in the case of an Account with a “B” designation on the Account Schedule and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such debit by VISA. (ii) If a check from a Obligor in payment of amounts owed on an Account, which was credited to such Account prior to the Cut-Off Time, is returned unpaid by the drawee after the Cut-Off Time and such return payment has not been included in the Closing Purchase Price or any Purchase Price Adjustment) then Purchaser agrees to pay to Seller an amount equal to (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such returned check. (iii) If Purchaser, the Account Owner or the Servicer provides a credit on an Account pursuant to the Policies and Procedures or the policies and procedures of the Account Owner, as applicable, in compliance with all Requirements of Law, with respect to the use of an Account by a person other than the Obligor who did not have actual, implied or apparent authority for such use and from which the Obligor received no benefit prior to the Cut-Off Time, then Seller agrees to pay to Purchaser (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such credit, provided that if such credit is reversed then Purchaser agrees to repay to Seller the amount paid by Seller with respect to such credit. (iv) If an amount received by the Account Owner prior to the Cut-Off Time and held in a suspense account at the Cut-Off Time is identified after the Cut-off Time as a payment which should have been posted to an Account, then Seller agrees to pay to Purchaser (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such credit. Each of the amounts determined above may be netted together to result in either a net amount due to Seller or a net amount due to Purchaser. Any party with knowledge of any facts relating to any event described in this Section 3.2(b) shall provide, or cause to be provided, to the other party written notice and supporting documentation (to the extent available to such party) in a monthly request. Seller or Purchaser, as the case may be, shall, within five (5) Business Days after receipt of such monthly request, reimburse the other party, in immediately available funds, for the amount of said adjustment Notwithstanding the foregoing, the parties agree that this Section 3.2(b) shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of any party pursuant to the terms hereof. (c) The Purchase Price shall be reduced on the second Business Day of each calendar month (a “Credit Adjustment”) with respect to any Receivable (i) previously conveyed to Purchaser by Seller which has since been reduced by Seller or the Servicer because of a rebate, refund, charge-back unauthorized charge or other downward adjustment (including Servicer errors) made without receiving Collections therefor billing error to an Obligor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment")Obligor. The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described reduction shall equal the reduction in clause (a) of the preceding sentence, shall be equal to the amount balance of such adjustment and, with respect Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to any Receivable described in clause (bthis Section 3.02(d) of the preceding sentence, shall equal either (i) causes the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA negative number, Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Dateagrees that, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller not later than 11:00 a.m., New York City time, on such daydate, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser cash in an amount equal to the amount by which the Credit Adjustment exceeds the unadjusted Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountPrice.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Preliminary Purchase Price shall be reduced adjusted as provided below follows and the resulting amount shall be herein called the “Final Purchase Price”: (a "Credit Adjustment"). a) The Preliminary Purchase Price shall be adjusted upward by the following: (1) The value of all merchantable oil in storage above the pipeline connection at the Effective Time that is credited to the Property, such value to be the market or contract price in effect as of the Effective Time less taxes deducted by the purchaser of such oil; (2) The amount of such Credit Adjustment with respect all expenditures (including, without limitation, royalties, rentals and other charges, ad valorem, property, production, excise, severance and other taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, expenses billed under applicable operating agreements including but not limited to any Receivable adjusted downward as described operating expense, repair expense, maintenance expense, workover expense, and drilling and recompletion expense and, in clause (a) the absence of an operating agreement, expenses of the preceding sentencesort customarily billed under such agreements) paid by or on behalf of Seller in connection with the ownership or operation of the Property including but not limited to operating expense, shall be repair expense, maintenance expense, workover expense, and drilling and recompletion expense from the Effective Time to the Closing Date; (3) An amount equal to all prepaid expenses attributable to the amount Property that are paid by or on behalf of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective DateClosing Date and that are, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such dayin accordance with generally accepted accounting principles, provided that, subject attributable to the following provisoperiod after the Effective Time including, RPA without limitation, prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; and (4) Any other amount agreed upon by Seller and Buyer. (b) The Preliminary Purchase Price shall be adjusted downward by the following: (1) Proceeds received by Seller prior to the Closing Date attributable to the Property and that are, in accordance with generally accepted accounting principles, attributable to the period of time from the Effective Time to the Closing Date; (2) An amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom accruing to the Property prior to the Effective Time, which amount shall be obligated to make any cash payment with respect to a Credit Adjustment until computed based upon such taxes assessed against the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result applicable portion of the occurrence of any event giving rise to Property for the preceding calendar year or, if such taxes are assessed on other than a Credit Adjustmentcalendar year basis, Purchaser is required to deposit funds into for the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the tax related year last ended; (3) An amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit equal to the Excess Funding Accountsum of all Defect Adjustments and Exclusion Adjustments (as those terms are defined in Section 5.03); and (4) Any other amount agreed upon by Seller and Buyer.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward At the amount Closing, the Closing Cash Payment portion of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced decreased, pursuant to Section 7.02(d), by Seller’s good faith estimate (as set forth in a statement delivered to Buyer not later than two (2) Business Days prior to Closing) of the amount of cash and cash equivalents that constitute Excluded Assets as of the Closing Date, including the amount of any cash received by Seller as consideration in connection with the ONE Transactions as provided below in the ONE Purchase Agreements. (b) At the Closing, the Credit Bid portion of the Purchase Price shall be decreased, pursuant to Section 7.02(c), by Seller’s good faith estimate (as set forth in a "statement delivered to Buyer not later than two (2) Business Days prior to Closing) of the following amounts (without duplication) (together with any reduction to the Closing Cash Payment as set forth in Section 7.02(a) and any reduction to the Credit Adjustment"Bid portion of the Purchase Price as set forth in Section 7.02(c). The amount of such Credit Adjustment , the “Purchase Price Reductions”): (i) any amounts agreed upon pursuant to Section 2.02 with respect to the Rejected Assets, if any; (ii) amounts received by Seller from other working interest owners as joint interest ▇▇▇▇▇▇▇▇ under the Assigned Contracts that have not been paid to the vendors who performed work giving rise to the joint interest billing as of the Closing Date; (iii) any Receivable adjusted downward Contract Cure Amounts; (iv) the Assumed Seller Taxes and any interest and penalties attributable to the failure to make timely payments of such amounts prior to Closing and any Production Taxes or Non-Income Taxes, each as described allocated pursuant to Section 12.01; (v) the net amount of any Imbalances as of the Closing Date, if such net amount is negative; and (vi) the fair market value of any non-cash consideration received by Seller in clause connection with the ONE Transactions as provided in the ONE Purchase Agreements. (ac) At the Closing, the Credit Bid portion of the Purchase Price shall be decreased, pursuant to Section 7.02(d), by Buyer’s good faith determination (as set forth in a statement delivered to Seller not later than two (2) Business Days prior to Closing) of the preceding sentenceBOEM Amount. As of the date hereof, the BOEM Amount is expected to be approximately $44,255,000. (d) At Closing, the Adjusted Purchase Price shall be equal to the Purchase Price minus the total amount of the Purchase Price Reductions as determined pursuant to Sections 7.02(a), (b) and (c). (e) On or before sixty (60) days after the Closing, a final settlement statement (the “Final Settlement Statement”) will be prepared by Seller, setting forth the actual Purchase Price Reductions (other than the BOEM Amount) (“Final Adjustments”). As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement, Buyer shall return a written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Any Dispute Notice shall include only objections based on (A) mathematical errors in the computation of the Final Adjustments or (B) the Final Adjustments not having been calculated in accordance with this Section 7.02. If Buyer fails to deliver a Dispute Notice within such thirty (30) day period, the Final Settlement Statement and the Final Adjustments shall become final and binding at the end of such period. If the Final Adjustments set forth in the Final Settlement Statement are mutually agreed upon by Seller and Buyer, the Final Settlement Statement and the Final Adjustments shall be final and binding on the Parties. (f) If Buyer and Seller are unable to agree upon the Final Adjustments within thirty (30) days after Seller’s receipt of the Dispute Notice, then either Buyer or Seller may elect to refer their remaining differences to KPMG, LLP (“KPMG”) or, if KPMG shall decline to accept such engagement, a nationally recognized firm of independent public accountants selected jointly by Buyer and Seller. If Buyer and Seller are unable to select independent public accountants within two (2) Business Days of KPMG declining to accept such engagement, either Buyer or Seller may thereafter request that the American Arbitration Association make such selection (as applicable, KPMG, the firm selected by Buyer and Seller or the firm selected by the American Arbitration Association is referred to as the “Accounting Arbitrator”). The Accounting Arbitrator shall use its office located in Houston, Texas to resolve any dispute and shall be required to adopt the proposed amounts for the Final Adjustments submitted to the Accounting Arbitrator by either Buyer, on the one hand, or Seller, on the other hand. The Accounting Arbitrator shall have no power whatsoever to reach any other result and shall adopt the amount for the Final Adjustments that in its judgment is the closest to being in conformity with the provisions of this Agreement. The Accounting Arbitrator, Buyer and Seller shall use their commercially reasonable efforts to resolve the dispute within thirty (30) days of the engagement of the Accounting Arbitrator. If at any time prior to judgment by the Accounting Arbitrator, Buyer and Seller resolve their dispute, then notwithstanding the preceding provisions of this Section 7.01(f), the Accounting Arbitrator’s involvement promptly shall be discontinued and the Final Adjustments shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding on Buyer and Seller. All of the costs and expenses of the Accounting Arbitrator shall be borne by one-half by Buyer and one-half by Seller. The determination and decision of the Accounting Arbitrator shall be final and nonappealable and shall be valid and binding upon Buyer and Seller and their successors and assigns and may be enforced in any court of competent jurisdiction. Buyer and Seller shall make readily available to the Accounting Arbitrator all relevant books and records relating to the Final Adjustments and all other items reasonably requested by the Accounting Arbitrator in connection therewith. The determination of the Accounting Arbitrator shall be binding and final for purposes of this Agreement. (g) Within five (5) calendar days following either (x) an agreement by Buyer and Seller on the Final Adjustments or (y) a determination by the Accounting Arbitrator as to such Final Adjustments, then: (i) if the Purchase Price minus the total amount of the Purchase Price Reductions included in the Final Adjustments is greater than the Adjusted Purchase Price, then Buyer shall increase the Credit Bid portion of the Adjusted Purchase Price by the amount of such adjustment excess; and, with respect to any Receivable described in clause (bii) of the preceding sentence, shall equal either (i) if the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under minus the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The total amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would Reductions included in the Final Adjustments is less than the Adjusted Purchase Price, then Buyer shall decrease the Credit Bid portion of the Adjusted Purchase Price by the amount of such excess and such excess amount shall be reduced in immediately available funds on or before the date Purchaser is required deemed to make such deposit remain (A) outstanding against Seller and any of its assets not purchased hereby and (B) protected by and entitled to the Excess Funding Accountbenefit of the terms and provisions of the DIP Order and DIP Credit Agreement.

Adjustments to Purchase Price. During The Purchase Price was determined in part by the supplier contracts that Sellers have with nursing homes and other health care providers (the “Supply Contracts”), the Gross Revenues derived from the Supply Contracts, which are set forth on Schedule 2(d) hereof, and the value of the Inventory. For purposes of this Agreement, “Gross Revenues” are defined as total gross sales from the Supply Contracts for any Monthly particular period, as determined utilizing generally accepted accounting principals (“GAAP”), as determined by the accounting/auditing firm regularly utilized by Buyer. (i) If the Gross Revenues from the Supply Contracts for the period from the Closing Date to the sixth month anniversary thereof (to be measured by all supply contracts in effect on such anniversary date, including any new or replacement supply contracts obtained in such six-month period) is less than it was for the six-month period from February 1, 2003 to July 31, 2003 (the “First Six Month Period”), if (a) Servicer adjusts downward the Purchase Price and the principal amount due under the Note shall be reduced by the amount of Gross Revenues lost on the Supply Contracts during the six-month period immediately following the Closing Date (the “Second Six Month Period”) on a dollar for dollar basis; provided, however, in no event shall the above-referenced adjustment for lost Gross Revenues exceed Two Million Dollars ($2,000,000.00) and provided further that in no event shall Supply Contracts include any Receivable agreements with any of the following facilities: Oakview (iWilliston, Florida); Alachua (Gainesville, Florida); or Plantation Gardens (Kissimmee, Florida), unless M▇▇▇▇▇▇▇▇ elects to use all or a portion of the Gross Revenues from the contracts associated with these facilities to replace any Gross Revenues lost on the Supply Contracts during the Second Six Month Period pursuant to Section 5(b) because of the Employment Agreement between Buyer and M▇▇▇▇▇▇▇▇. In order to determine Gross Revenues from the Supply Contracts, at or prior to the Closing, Sellers will provide Buyer with monthly financial statements for the First Six Month Period (“Sellers’ Monthly Financial Statements”) and, in the event Buyer seeks to reduce the Purchase Price hereunder due to a rebateloss in Gross Revenues, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or Buyer shall provide Sellers its monthly financial statements for the Second Six Month Period. (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as In the event that Inventory has a value equal to which the accountholder has asserted a counterclaim or defensePre-Closing Inventory, or not less than Twenty Thousand Dollars (b$20,000.00) any Principal Receivable lower than the Pre-Closing Inventory, or not greater than Twenty Thousand Dollars ($20,000.00) higher than the Pre-Closing Inventory, no adjustment will be made to the Purchase Price or the principal amount due under the Note for Inventory; provided, however, in the event that the Inventory is discovered by Servicer as having been created through a fraudulent or counterfeit chargevalued at less than Twenty Thousand Dollars ($20,000.00) of the Pre-Closing Inventory, then the Purchase Price shall and the principal amount due under the Note will be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) by the difference between the Pre-Closing Inventory and the value of the preceding sentenceInventory; and provided further, shall be equal to however, in the amount of such adjustment andevent that the Inventory is valued at greater than Twenty Thousand Dollars ($20,000.00) over the Pre-Closing Inventory, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) then the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing and the principal amount due under the Subordinated Note or deemed shall be increased by the difference between the value of the Inventory and the Pre-Closing Inventory. At the paying Party’s option, any applicable Purchase Price adjustment due to a fluctuation in Inventory value may be a capital contribution from RPA Seller to Purchaser) or (ii) paid in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior cash rather than as an adjustment to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountNote.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward The Purchase Price to be paid at Closing shall be reduced by an amount equal to the amount greater of any Receivable (i) because of a rebate$20,000,000.00, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect all revenues attributable to oil and gas produced and sold from the Properties after the Effective Time, plus any other revenues attributable to the ownership of merchandise which was refused or returned by the Properties after the Effective Time (on an accountholder or as accrual basis), minus all costs and expenses (including, but not limited to, rentals, royalties, production, severance, ad valorem and other similar taxes, capital expenditures, lease operating expenses and overhead) attributable to which the accountholder has asserted a counterclaim or defense, or ownership of the Properties after the Effective Time (on an accrual basis). (b) The Purchase Price shall be further reduced by the amount of the Deposit and any Principal Receivable is discovered by Servicer amount provided for under Paragraph 6 above. (c) If an aggregate net gas imbalance relative to the Properties exists as having been created through of the Closing Date (a fraudulent or counterfeit charge“Gas Imbalance”), then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount increased if the Properties are underproduced or decreased if the Properties are overproduced, by the product of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the amount (measured in million Btus (“MMBtu”)) of such Gas Imbalance, and (ii) $5.00 per MMBtu. (d) The adjustments described in Subparagraphs (a), (b) and (c) above are hereinafter referred to as the “Purchase Price Adjustments.” (e) On or before February 21, 2007, Seller shall prepare and deliver to Buyer a statement of the estimated Purchase Price Adjustments, taking into account the foregoing principles (the “Statement”). Prior to Closing, Seller and Buyer shall work together in good faith to resolve any differences regarding the Statement. (f) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Statement in order to permit Buyer to perform or cause to be performed an audit. The revised Statement shall become final and binding upon the parties on the thirtieth (30th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify the nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, the Seller and Buyer shall resolve the dispute evidenced by the Notice of Disagreement by submitting the dispute to a mutually agreeable independent accounting firm of national recognition (the “Accounting Expert”), who shall resolve the dispute by issuing its decision within sixty days in accordance with the principles and terms of this Agreement. The cost of such Accounting Expert shall be shared equally by Seller and Buyer. (g) If the amount of the Purchase Price as set forth on the Final Statement (as hereinafter defined) exceeds the amount of the estimated Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under at the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective DateClosing, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller then Buyer shall pay Purchaser to Seller, the amount by which the Purchase Price would be reduced in immediately available funds as set forth on the Final Statement exceeds the amount of the estimated Purchase Price paid at the Closing within five (5) business days after the Final Settlement Date. If the amount of the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing, then Seller shall pay to Buyer the amount by which the Purchase Price as set forth on the Final Statement is less than the amount of the estimated Purchase Price paid at the Closing within five (5) business days after the Final Settlement Date. For purposes of this Agreement, the term “Final Statement” shall mean (i) if the revised Statement becomes final pursuant to subparagraph 8(f) above, such revised Statement, or before (ii) upon resolution of any dispute regarding a Notice of Disagreement, the date Purchaser is required revised Statement reflecting such resolution, which Seller and Buyer shall issue, or cause the Accounting Expert to make issue following such deposit to the Excess Funding Accountresolution.

Adjustments to Purchase Price. During any Monthly PeriodThe Purchase Price shall be subject only to those adjustments set forth in Sections 3.3(a), if 3.3(b) and 3.3(c) (Sections 3.3 and 3.4 being referred to as the “Adjustment Sections,” and the Purchase Price as adjusted pursuant to the Adjustment Sections is herein referred to as the “Adjusted Purchase Price”). (a) Servicer adjusts downward Adjusted Net Working Capital. The Purchase Price assumes that Adjusted Net Working Capital as of the amount of any Receivable Closing will equal zero Dollars (U.S.$0). The Purchase Price shall be increased or decreased, as the case may be, as follows: (i) because At Closing, (A) if the estimated amount of Adjusted Net Working Capital set forth in the Estimated ANWC Statement is (1) a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargepositive number, then the Purchase Price shall be reduced as provided below increased by such amount or (2) a "Credit Adjustment"). The negative number, then the Purchase Price shall be decreased by the absolute amount of such Credit Adjustment with respect to any Receivable adjusted downward negative number. (ii) If the amount of Adjusted Net Working Capital demonstrated on the Closing Balance Sheet (as described in clause Section 3.4) is (aA) of the preceding sentence, shall be equal to greater than the amount of Adjusted Net Working Capital set forth in the Estimated ANWC Statement, then Purchasers shall pay to Sellers such differential (as a Purchase Price adjustment) as provided in Section 3.4(c) or (B) less than the amount of Adjusted Net Working Capital set forth in the Estimated ANWC Statement, then Sellers shall pay to Purchasers such differential (as a Purchase Price adjustment) as provided in Section 3.4(c). For purposes of illustrating the methodology for calculating the adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for the Adjusted Net Working Capital only, Schedule 3.3 demonstrates how such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to adjustments would have been sold calculated from the Balance Sheet if they had been calculated on September 30, 2004 (the calculation in Schedule 3.3 shall be referred to Purchaser by RPA Seller prior to as the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account“September 30 Adjusted Net Working Capital Calculation”).

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward The Purchase Price shall be reduced, dollar for dollar, by the amount of any Receivable repayments or recoveries with respect to the Loans and, except as provided in Section 2.7, the OREO that are received by the Sellers (ior any of their affiliates) because of a rebate, refund, charge-back on or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which after the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Cut Off Date. The Purchase Price shall be reduced as provided below increased, dollar for dollar, for up to thirty (a "Credit Adjustment")30) days of accrued interest actually collected after the Cut Off Date on each of the Loans listed on Schedule D attached hereto. The amount amounts of such Credit Adjustment accrued interest are set forth in Schedule D. The adjusted Purchase Price shall be calculated on a settlement statement prepared by the Sellers and delivered to the Buyer two (2) Business Days prior to the Closing Date (the “Purchase Price Settlement Statement”). (b) If within ninety (90) days of the Closing, either party determines that there has been an error, miscalculation of interest and/or principal, misapplied payments, unapplied payments, accounting errors, or other omission or misstatement made by the Sellers on the Purchase Price Settlement Statement, that party may recalculate all the adjustments required pursuant to Section 2.4, and notify the other party in writing (such notice, the “Adjusted Purchase Price Notice”) of any adjustments to the Purchase Price due to such errors, miscalculations of interest and principal, misapplied payments, unapplied payments, accounting errors or other omission or misstatement (as adjusted, the “Adjusted Purchase Price”). (c) No later than ten (10) Business Days after receipt of the Adjusted Purchase Price Notice, the party that received the Adjusted Purchase Price Notice may notify the other party in writing of any objection to the items, amounts or calculations contained therein. A notice under this Section 2.5(c) shall specify, in reasonable detail, the items that are being disputed, and the party delivering such notice shall be deemed to have agreed with all other items, amounts and calculations contained in the Adjusted Purchase Price Notice. (d) At the request of either party, any dispute between the parties relating to the calculation of the Adjusted Purchase Price that cannot be resolved by them within ten (10) Business Days after receipt of notice of any objections to such calculation pursuant to Section 2.5(c) shall be referred to the Arbitrator for decision, which decision shall be final and binding on the parties. The parties agree that they will request that the Arbitrator render its decision within twenty (20) days after referral of the dispute to the Arbitrator for decision pursuant hereto. The fees of the Arbitrator shall be borne by each of the parties equally. (e) The dollar value of the Adjusted Purchase Price shall become binding on the parties hereto upon the earliest of (i) the expiration of the ten (10) Business Day period within which a party may provide notice of objections thereto pursuant to Section 2.5(c) if no notice of objection has been given, (ii) agreement by the parties that the dollar value of the Adjusted Purchase Price, together with any modifications thereto agreed by the parties, shall be final and binding, or (iii) the date on which the Arbitrator issues its decision with respect to any Receivable adjusted downward as described in clause dispute relating to such calculation. (af) If the dollar value of the preceding sentence, shall be equal Adjusted Purchase Price which becomes binding on the parties pursuant to the amount of such adjustment and, with respect to any Receivable described in clause (bSection 2.5(e) of the preceding sentence, shall equal either (i) is greater than the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in Buyer, the case Buyer shall pay the amount of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior the deficiency to the Effective Date, Seller within thirty (30) Business Days after the principal balance of such Receivabledate the Adjusted Purchase Price becomes binding. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller If the Adjusted Purchase Price which becomes binding on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account parties pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which 2.5(e) is less than the Purchase Price would be reduced in immediately available funds on or before paid by the Buyer, the Seller shall refund the excess amount to the Buyer within thirty (30) Business Days after the date Purchaser is required to make such deposit to the Excess Funding AccountAdjusted Purchase Price becomes binding.

Adjustments to Purchase Price. During any Monthly PeriodAt the Closing, if the Purchase Price ----------------------------- shall be adjusted to account for the items set forth in this Section: 2.7.1 The Purchase Price shall be (a) Servicer adjusts downward increased to account for the amount of any Receivable following items: (i) because the net book value of a rebateall Inventories held by Seller as of the Closing Date; provided, refundhowever, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or that the Inventories are useable in accordance with applicable law and regulation, (ii) because such Receivable was created any of the capital expenditures listed on Schedule 2.7.1 (the "Pre-Approved Capital -------------- Expenditures") actually paid for by Seller between the Effective Date and the Closing Date, and (iii) any operations and maintenance expenses paid or incurred by Seller between the Effective Date and the Closing Date that Seller would not have paid or incurred but for Buyer's request, which shall be set forth in respect of merchandise which was refused or returned writing and be initialed by an accountholder or as to which the accountholder has asserted a counterclaim or defenseofficer of both Parties, or and (b) decreased to 7 account for any Principal Receivable is discovered Capital Commitments assumed by Servicer Buyer other than to the extent that such Capital Commitments relate to Pre-Approved Capital Expenditures. 2.7.2 The Purchase Price shall be adjusted to account for the items prorated as having been created through a fraudulent of the Closing Date pursuant to Sections 7.1 and 7.2. (a) At least twenty (20) Business Days prior to the Closing Date, Seller shall prepare and deliver to the Buyer an Estimated Closing Statement (the "Estimated Closing Statement") that shall set forth Seller's best estimate of all estimated adjustments to the Purchase Price required by this Section 2.7 (the "Estimated Adjustment"). Within ten (10) Business Days ----------- following the delivery of the Estimated Closing Statement by Seller to Buyer, Buyer may object in good faith to the Estimated Adjustment in writing. If Buyer objects to the Estimated Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute before two (2) Business Days prior to the Closing Date (or counterfeit chargeif the Buyer fails to object to the Estimated Adjustment), then the Purchase Price shall be reduced as provided below adjusted (the "Closing Adjustment") for the Closing by the amount of the Estimated Adjustment not in dispute. (b) Within thirty (30) days following the Closing Date, Seller shall prepare and deliver to the Buyer a Post-Closing Statement (the "Credit Post-Closing Statement") that shall set forth all adjustments to the Purchase Price required by this Section 2.7 (the "Proposed Post-Closing Adjustment"). Within ----------- thirty (30) days following the delivery of the Post-Closing Statement by Seller to Buyer, Buyer may object to the Proposed Post-Closing Adjustment in writing. Seller agrees to cooperate with Buyer to provide Buyer and Buyer's representatives information used to prepare the Post-Closing Statement and information relating thereto. If Buyer objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If the Parties are unable to resolve such dispute within thirty (30) days of any objection by Buyer, the Parties shall appoint independent certified public accountants who shall, at Seller's and Buyer's joint expense, review the Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Purchase Price, if any. The amount Parties agree to cooperate with the independent certified public accountants, at their own cost and expense, and to provide the independent certified public accountants with such information as the independent certified public accountants reasonably requests. The finding of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) independent certified public accountants shall be binding on the Parties hereto. Upon determination of the preceding sentenceappropriate adjustment (the "Post-Closing Adjustment") by agreement of the parties or by binding determination of the independent certified public accountants, if the Post- Closing Adjustment is more or less than the Closing Adjustment, the Party owing the difference shall be equal deliver the such difference to the amount of other Party no later than two (2) business days after such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced determination in immediately available funds on or before in any other manner as reasonably requested by the date Purchaser is required to make such deposit to the Excess Funding Accountpayee.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward During the amount sixty (60) day period after the Closing Date (the “Adjustment Period”), the parties shall, with each other’s cooperation and assistance, make any adjustments to with respect to the amounts paid pursuant to Section 1.03(a) and Section 1.03(c) (a “Purchase Price Adjustment”) based on the receipt or discovery of any Receivable information by Purchaser or Seller regarding a financial transaction involving the Assets which (i) because of a rebateoccurred prior to the Closing Date, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as affects the amounts paid pursuant to which the accountholder has asserted a counterclaim or defenseSection 1.03(a) and Section 1.03(c), or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or and (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Dateunposted, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds unaccounted for on or before the date Purchaser is required to make such deposit Closing Date or in error. Any Purchase Price Adjustment proposed by a party must be delivered within the Adjustment Period to the Excess Funding Accountother party in writing (“Adjustment Notice”) setting forth in reasonable detail the calculation of the Proposed Purchase Adjustment. In the event no Adjustment Notice is delivered by either party, then no Purchase Price Adjustment shall be made. (b) To the extent an Adjustment Notice has been delivered in accordance with Section 1.04(a) and the parties are unable to resolve any dispute relating to the proposed Purchase Price Adjustment within thirty (30) days after the expiration of the Adjustment Period (a “Dispute”), the parties shall promptly thereafter cause one firm of independent accountants of nationally recognized standing reasonably satisfactory to both of Purchaser and Seller (who shall not have any material relationship with Purchaser or Seller) to promptly review any and all documentation, information and calculations of each party relating to the Dispute for the purpose of calculating and determining the Purchase Price Adjustment, if any. Such independent accountants shall deliver to Purchaser and Seller, as promptly as practicable (but in any event within thirty (30) days after engagement by the parties), a report setting forth their calculation of the Purchase Price and the Purchase Price Adjustment, if any, which shall be deemed to be the final Purchase Price Adjustment. Such report and calculation shall be final and binding upon Purchaser and Seller. The cost of such review and report shall be split equally between Purchaser and Seller. Purchaser and Seller agree that each will cooperate with and assist the independent accountants as reasonably necessary in the preparation of the report pursuant to this Section 1.04(b) and the calculation of the Purchase Price Adjustment and in the conduct of the reviews referred to in this Section 1.04, including the making available to the extent necessary of books, records, work papers and personnel.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Upon final determination of the Signing Statement, the Closing Purchase Price shall be adjusted to reflect net daily cash settlements of cash receipts and cash disbursements with regard to the Accounts for the period between the Valuation Date and the Closing Date as reflected on the Signing Statement. Seller shall pay Purchaser, or Purchaser shall pay Seller, as the case may be, the aggregate amount reflected on the Signing Statement as the adjustment to the Closing Purchase Price (the “Purchase Price Adjustment”). Such payment shall be remitted no later than the fifth (5th) Business Day after the Signing Statement has been agreed to by Seller and Purchaser to an account designated by the party to which payment is due. (b) The Closing Purchase Price shall also be adjusted due to the occurrence of any of the following events: (i) If the Account Owner is debited by VISA after the Cut-Off Time for a chargeback in respect of which the Account Owner provided an Obligor with a credit on an Account prior to the Cut-Off Time and such debit has not been included in the Closing Purchase Price or any Purchase Price Adjustment then Purchaser agrees to pay to Seller an amount equal to (a) 88%, in the case of an Account with a “B” designation on the Account Schedule and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such debit by VISA. (ii) If a check from a Obligor in payment of amounts owed on an Account, which was credited to such Account prior to the Cut-Off Time, is returned unpaid by the drawee after the Cut-Off Time and such return payment has not been included in the Closing Purchase Price or any Purchase Price Adjustment) then Purchaser agrees to pay to Seller an amount equal to (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such returned check. (iii) If Purchaser, the Account Owner or the Servicer provides a credit on an Account pursuant to the Policies and Procedures or the policies and procedures of the Account Owner, as applicable, in compliance with all Requirements of Law, with respect to the use of an Account by a person other than the Obligor who did not have actual, implied or apparent authority for such use and from which the Obligor received no benefit prior to the Cut-Off Time, then Seller agrees to pay to Purchaser (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such credit, provided that if such credit is reversed then Purchaser agrees to repay to Seller the amount paid by Seller with respect to such credit. (iv) If an amount received by the Account Owner prior to the Cut-Off Time and held in a suspense account at the Cut-Off Time is identified after the Cut-off Time as a payment which should have been posted to an Account, then Seller agrees to pay to Purchaser (a) 88%, in the case of an Account with a “B” designation on the Signing Statement and (b) 21.5%, in the case of an Account with a “C” designation on the Signing Statement, in each case multiplied by the amount of such credit. Each of the amounts determined above may be netted together to result in either a net amount due to Seller or a net amount due to Purchaser. Any party with knowledge of any facts relating to any event described in this Section 3.2(b) shall provide, or cause to be provided, to the other party written notice and supporting documentation (to the extent available to such party) in a monthly request. Seller or Purchaser, as the case may be, shall, within five (5) Business Days after receipt of such monthly request, reimburse the other party, in immediately available funds, for the amount of said adjustment Notwithstanding the foregoing, the parties agree that this Section 3.2(b) shall be implemented fairly and equitably so as to avoid the double payment or failure to pay any amount which would result in the unjust enrichment of any party pursuant to the terms hereof. (c) The Purchase Price shall be reduced on the second Business Day of each calendar month (a “Credit Adjustment”) with respect to any Receivable (i) previously conveyed to Purchaser by Seller which has since been reduced by Seller or the Servicer because of a rebate, refund, charge-back unauthorized charge or other downward adjustment (including Servicer errors) made without receiving Collections therefor billing error to an Obligor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment")Obligor. The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described reduction shall equal the reduction in clause (a) of the preceding sentence, shall be equal to the amount balance of such adjustment and, with respect Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to any Receivable described in clause (bthis Section 3.02(d) of the preceding sentence, shall equal either (i) causes the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be negative number, Seller agrees that, not later than 11:00 a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Datem., the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller New York City time, on such daydate, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay to Purchaser cash in an amount equal to the amount by which the Credit Adjustment exceeds the unadjusted Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountPrice.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward The Purchase Price of the amount Contributee Shares has been agreed with reference to the Contribution Value of any Receivable (i) because of a rebatethe Spanish Interests transferred to the Ivanhoe Contributee in exchange for the Contributee Shares. Therefore, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created the parties have agreed to adjust the Purchase Price based on adjustments in respect of merchandise which was refused the Spanish Interests. Accordingly, except as otherwise expressly provided in Section 2.2 or returned by an accountholder or as 2.3, adjustments to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced made on the basis that: (i) the Transferors shall be responsible for all expenses and liabilities, and shall be entitled to receive all revenues accrued, in respect of the Spanish Interests for the period up to, and including, the Closing Adjustment Date; and (ii) for the period from, but excluding, the Closing Adjustment Date, Ivanhoe Holdings shall be responsible for all expenses and liabilities accruing in respect of the Spanish Interests and shall be entitled to all revenues accruing in respect of the Spanish Interests. Unless otherwise provided herein, all adjustments shall be made as if the Transferors received all revenues and paid all expenses and other liabilities in respect of the Property directly, notwithstanding that such is not the case and there shall be no adjustments for any assets of the Subject Companies other than the Property, except an adjustment for interest payable under the Inter-Company Loans, which shall accrue to Ivanhoe Holdings for the period from, but excluding, the Closing Adjustment Date, and except as otherwise specifically set forth herein. All Closing Adjustments shall be calculated in Euro, but solely for the purposes of calculating the Balance, all such Closing Adjustments shall be converted into US dollars using the exchange rate set out in Section 2.2(c). All Post-Closing Adjustments shall be calculated in Euro and shall not be converted into US dollars. The parties acknowledge that any payments made under this Section 2.3, except those made pursuant to Section 2.3(k) or (q), whether made at Closing or following Closing and whether made by the Transferors, Ivanhoe Holdings or the Subject Companies, shall be deemed to be adjustments to the Purchase Price. (b) Without limiting the generality of the foregoing, the parties will adjust the following items, in the manner provided below for in this Section 2.3: (i) all rents (basic, percentage and additional) under the Leases; (ii) all security deposits and prepaid rent (and interest thereon, if any) paid under the Leases; (iii) all taxes and local improvement rates and charges and recoveries thereof under the Leases; (iv) all utilities and fuel accounts and recoveries thereof under the Leases; (v) any amounts payable under the Contracts and Rechargeable Sums under the Leases; (vi) all unpaid Leasing Costs in respect of Leases in existence as of the end of the Due Diligence Period (except those relating to the Power Centre Project); provided, that all Leasing Costs in respect of Leases or renewals or extensions thereof that come into existence or are exercised, as applicable, after the last day of the Due Diligence Period shall be fully paid by Ivanhoe Holdings; (vii) all salaries and fees due to the Property Employees; (viii) one hundred percent of the costs, if any, of replacing the Excluded Management Assets with comparable software applications; and (ix) notwithstanding any other provision of this Section 2.3, the Transferors shall be responsible for 100% of: (A) all obligations of the Subject Companies in existence as of the Closing that do not directly relate to the Property, (B) all obligations that are owing or due to any ▇▇▇▇▇ Entity (other than the Jahold Inter-Company Loans and the Golober Inter-Company Loans), and (C) all obligations of the Subject Companies to Third Parties in existence as of the Closing, whether or not reflected in the Interim Financial Statements, provided that such obligations to Third Parties are neither expenses directly incurred in respect of the management, operation or leasing of Property nor expenses otherwise specifically required to be adjusted pursuant to this Section 2.3. There shall also be an adjustment for all prepaid insurance premiums in respect of all existing insurance in respect of the Property (other than liability insurance), it being agreed that all such insurance, including the decennial insurance in respect of the Property, shall remain in full force and effect after Closing. (c) Not later than October 3, 2006, the Transferors shall deliver to Ivanhoe Holdings a "Credit Adjustment"draft Statement of Adjustments calculated in accordance with this Agreement. This draft Statement of Adjustments shall have attached to it complete copies of the details of the calculations used by the Transferors to arrive at all debits and credits on such statement. The Transferors shall provide Ivanhoe Holdings with access to their working papers and back-up materials in order to adequately review the draft Statement of Adjustments. The parties shall, each acting reasonably, agree upon the Statement of Adjustments not later than October 4, 2006 and if there is any dispute in respect of numerical calculations relating to the Closing Adjustments such dispute shall be resolved by PricewaterhouseCoopers LLP with the assistance of such other experts, if any, as the latter shall designate, provided that neither PricewaterhouseCoopers LLP nor any such experts shall have any right or discretion to resolve disputes relating to interpretation of the terms of this Section 2.3 or any other terms of this Agreement, provided further that no such dispute shall delay the Closing. (d) Except as otherwise expressly provided in this Agreement, if the final cost or amount of any item which is to be adjusted cannot be determined at Closing, then an initial adjustment for such item shall be made at Closing, such amount to be estimated by the parties, acting reasonably, as of the Closing Date on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. All adjustments to the Purchase Price which are finalized or otherwise become known after the Closing Date (the “Post Closing Adjustments”) shall be adjusted on a post-closing basis once they have been finalized or otherwise become known and such Post Closing Adjustments shall also include any revisions to the Closing Adjustments if they have been incorrectly determined or omitted on the Statement of Adjustments. In each case when a Post Closing Adjustment is determined, the Transferors or Ivanhoe Holdings, as the case may be, shall, within 30 days of determination, provide a complete statement thereof, together with particulars relating thereto in reasonable detail, to the other and within 30 days thereafter the parties hereto shall make a final adjustment as of the Closing Adjustment Date for the Post Closing Adjustment in question. (e) In the case of any dispute between the parties hereto in respect of numerical calculations relating to the Post Closing Adjustments, such calculation of Post Closing Adjustments shall be determined by PricewaterhouseCoopers LLP, with the assistance of such other experts, if any, as the latter shall designate provided that neither PricewaterhouseCoopers LLP nor any such experts shall have any right or discretion to resolve disputes relating to interpretation of the terms of this Section 2.3 or any other terms of this Agreement. The cost of such determination shall be shared equally between the parties hereto. Either party may refer any such dispute relating to numerical calculations to PricewaterhouseCoopers LLP for such determination and such determination shall be final and binding on the parties hereto. (f) The Transferors and TMLP shall be jointly and severally liable for any Post Closing Adjustments owing by either of the Transferors pursuant to the provisions of this Agreement and any other obligations of the Transferors pursuant to this Section 2.3, and the Transferors and TMLP shall also execute and deliver on the Closing Date an undertaking to readjust and pay the amount of any Post Closing Adjustments as may be owing by the Transferors pursuant to the provisions of this Agreement. Ivanhoe Holdings and Ivanhoe shall be jointly and severally liable for any Post Closing Adjustments owing by Ivanhoe Holdings pursuant to the provisions of this Agreement and any other obligations of Ivanhoe Holdings pursuant to this Section 2.3, and Ivanhoe Holdings and Ivanhoe shall execute and deliver on the Closing Date an undertaking to readjust and pay the amount of any Post Closing Adjustments owing by Ivanhoe Holdings pursuant to the provisions of this Agreement. Notwithstanding the foregoing, except for any Post Closing Adjustments referred to in Section 2.3(l), all adjustments and Post Closing Adjustments to be made pursuant to this Section 2.3 shall, in any event, be completed on or before December 31, 2007 (the “Final Adjustment Date”) and no claim for any re-adjustment may be made by either party thereafter. For greater certainty, it is agreed that the provisions of Sections 2.3(k) and (q) are not subject to the time limitation set out in the preceding sentence since any amounts payable pursuant thereto do not constitute adjustments or Post-Closing Adjustments. (g) The parties acknowledge that under the terms of the Leases, portions of certain payments, such as real property taxes and operating costs, although paid by the landlord, are charged to and payable by the Tenants under such Leases (the “Rechargeable Sums”) and are collected from such Tenants in monthly instalments on the basis of the landlord’s estimates (the “Rechargeable Sum Estimates”). The amount Rechargeable Sum Estimates are subject to adjustment with the Tenants when the total amounts of such Credit Adjustment the Rechargeable Sums are finally determined. For greater certainty, Rechargeable Sums shall not include any expenditures or any portion thereof which are not recoverable from the Tenants. It is agreed that, with respect to any Receivable adjusted downward the Rechargeable Sums and the Rechargeable Sum Estimates, adjustments shall be made as described in clause between the Transferors and Ivanhoe Holdings as follows: (ai) there shall be no adjustment for Rechargeable Sums on Closing. As soon as reasonably possible after the Closing, the parties shall adjust for Rechargeable Sums on the principles set forth herein; (ii) Ivanhoe Holdings shall provide to the Transferors, on or before the 30th day prior to the Final Adjustment Date, a statement which sets out the amounts of the preceding sentenceRechargeable Sum Estimates collected from each Tenant, as well as the amounts expended on account of the Rechargeable Sums, in each case for the period (the “Subject Period”) from the beginning of the then current lease year, or other period relevant to the computation and recovery of Rechargeable Sums pursuant to the Leases, as appropriate, until (and including) the Closing Adjustment Date; the Transferors shall provide whatever assistance is required by Ivanhoe Holdings, acting reasonably, in preparing such statement; and (iii) the adjustments to Rechargeable Sums shall be equal done on the basis that: A. if the landlord under the Leases has collected pursuant to the Rechargeable Sum Estimates more than it has expended on account of the Rechargeable Sums for such Subject Period, the amount of such adjustment anddifference shall be paid to Ivanhoe Holdings and Ivanhoe Holdings shall be responsible for, and make, the required adjustments with the Tenants in respect to any Receivable described of such over-collection in clause (b) accordance with the terms of the preceding sentence, shall equal either (i) Leases; and B. if the Purchase Price paid landlord under the Leases has collected pursuant to the Rechargeable Sum Estimates less than it has expended on account of the Rechargeable Sums for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to Subject Period, the amount of such difference shall be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior paid to the Effective DateTransferors, the principal balance of such Receivable. The amount of any Credit Adjustment may and Ivanhoe Holdings shall be offset against any amounts due from Purchaser to RPA Seller on such day, provided thatentitled, subject to the following provisoterms of the Leases, RPA Seller to recover such Rechargeable Sums from Tenants and to retain the amount collected from Tenants in respect of such difference. Ivanhoe Holdings shall not be obligated responsible to conclude all final reconciliations and to make any cash payment all payments and satisfy all obligations with respect all Tenants relating to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment aroseRechargeable Sums and Rechargeable Sum Estimates; provided, furtherhowever, that ifthe parties shall readjust any amount which either Ivanhoe Holdings or the Transferors determine, acting reasonably, prior to the Final Adjustment Date, as a result of such final reconciliations with Tenants or as a result of an audit by a Tenant, was incorrectly or inaccurately adjusted or neglected to be adjusted between Ivanhoe Holdings and the occurrence Transferors pursuant to the terms hereof. (h) It is also agreed that: (i) except as otherwise provided for in this Agreement, Ivanhoe Holdings shall not be entitled to be paid or receive the benefit of any event giving rise Arrears nor will the Transferors be entitled to a Credit Adjustmentany credit for any such Arrears. “Arrears” means all rents and other amounts due and payable under the Leases for any period prior to or ending on the Closing Adjustment Date. Ivanhoe Holdings shall use reasonable efforts to cause the Subject Companies to collect such Arrears following the Closing Date, Purchaser is required provided that the Subject Companies shall not be obliged to deposit funds into distrain for rent, terminate any Lease or bring any action for payment of indebtedness, and the Excess Funding Account pursuant Transferors shall not take any actions or proceedings of any nature against any Tenants to Section 4.03 of collect any such Arrears. If, after the Pooling and Servicing Agreement or Section 3.09 of Closing Date, the Transfer and Servicing AgreementSubject Companies receive any monies from any Tenant who owes Arrears, RPA Seller after the Closing Date, such monies shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.applied as follows:

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below in this Section 4 and the resulting amount shall be referred to as the "Adjusted Purchase Price". Seller has delivered to Buyer a closing statement containing these adjustments to the Purchase Price as of March 31, 2004, using the best information then available and prepared in accordance with customary accounting principles used in the oil and gas industry (a the "Credit AdjustmentClosing Statement"). The amount , a copy of such Credit Adjustment with respect which is attached to any Receivable adjusted downward this Agreement as described in clause Exhibit "B." (a) of the preceding sentence, The Purchase Price shall be increased by the following: (1) an amount equal to the quantity of merchantable oil produced from the Interests in storage at the Effective Date, and not sold or disposed of prior to Closing, multiplied by the posted price for such oil at the Effective Date, net of all taxes and gravity adjustments and transportation expenses necessary to market such production; (2) the amount of such adjustment andall operating and capital expenditures, together with respect to any Receivable described in clause (b) of lease operating expenses charged under the preceding sentenceapplicable operating agreement and general and administrative costs charged as overhead charges under applicable operating agreement, shall equal either that are (i) attributable to the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under Interests during the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or period between the period between the Effective Date, as applicable, and Closing, and (ii) in incurred by Seller; (3) taxes paid by Seller for assessments based on ownership of the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to Interests after the Effective Date, the principal balance production of such Receivable. The amount hydrocarbons therefrom, or the receipt of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller proceeds attributable thereto (excluding income taxes) after the Effective Date; (4) all accrued interest on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced as provided in immediately available funds on or before the date Purchaser is required Section 3 of this Agreement; and (5) an amount equal to make such deposit all prepaid expenses attributable to the Excess Funding AccountInterests paid by Seller and attributable to the period from and after the Effective Date, including without limitation prepaid ad valorem, property, production and other taxes and payments for insurance coverage accruing to the benefit of Buyer subsequent to the Effective Date. (6) the amount of the proceeds attributable to the overriding royalty interest reserved or to be reserved to Seller in the Assignment from and after the Effective Date. (b) The Purchase Price shall be decreased by the following: (1) the amount of net proceeds or other value received by Seller for the sale or disposition of oil, gas and condensate, related hydrocarbons and other minerals produced from the Interests ("Hydrocarbons"), including net proceeds from the sale of liquids and other constituents removed in gas plants or other processing facilities for production occurring after the Effective Date; (2) the amount of proceeds or other value received by Seller for the sale or disposition after the Effective Date of any portion of the Interests; and (3) the amount of all unpaid taxes and assessments based on the ownership of property, the production of Hydrocarbons or the receipt of proceeds, excluding income taxes, accruing to the Interests prior to the Effective Date and for the payment of which Buyer assumes liability subsequent to Closing. If possible, this adjustment shall be computed using the tax rate and values for the tax period in question. If this is not possible, the adjustment shall be based on the taxes assessed for the immediately preceding tax period. If taxes assessed for the preceding tax period are determined to be more or less than the actual taxes, the difference shall be a Post-Closing Adjustment or Subsequent Adjustment (defined below) under this Agreement.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price The Seller shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to responsible for reimbursing any Receivable adjusted downward as described in clause (a) of costs reasonably incurred by the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, directly as a result of any Phase IV clinical trials for the occurrence Naropin Products. The Purchaser shall keep the Seller informed of the status of discussions with the FDA regarding such trials and shall reasonably consider any comments or suggestions of Seller. Prior to commencing any such Phase IV clinical trials, the Purchaser shall submit any protocol agreed to by the FDA to the Seller for its approval (such approval not to be unreasonably withheld). (b) The Purchaser shall use its reasonable best efforts to work in good faith with the FDA to determine the requirement of and necessity for Phase IV clinical trials for the Diprivan Products. The Purchaser shall keep the Seller informed of the status of such discussions with the FDA and shall reasonably consider any comments or suggestions made by the Seller in regard to such discussions with the FDA. The Purchaser shall submit the protocol agreed to by the FDA for any Phase IV trials for the Diprivan Products to the Seller for its approval (such approval not to be unreasonably withheld). The Seller agrees to reimburse the Purchaser for any costs reasonably incurred by the Purchaser directly as a result of such trials. In the event that the FDA notifies the Purchaser in writing that no further Phase IV clinical trials are required with respect to the Diprivan Products and the amount required to be reimbursed by Seller under this Section is less than [***], the Seller shall pay to the Purchaser [***] promptly following the receipt of such written notice or upon completion of such trials when the final costs of any such trials can be determined. If the Seller becomes obligated to pay to the Purchaser the [***] pursuant to this Section at a time before the Deferred Payment is made by the Purchaser under this Agreement, then in lieu of the Purchaser being obligated to make such [***] payment, the amount of the Deferred Payment shall be reduced by [***], and the Deferred Payment shall otherwise be paid by the Purchaser when due in accordance with the terms of this Agreement. (c) The Purchaser shall send monthly invoices to the Seller setting forth in reasonable detail the reimbursable costs, which invoices shall, if requested by Seller, be accompanied by supporting documentation of the expenses incurred by the Purchaser that are subject to reimbursement. The Seller shall pay any such invoice promptly, but in no event giving rise more than thirty (30) days following receipt. For the avoidance of doubt, all payments made by Seller to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling 2.7(a) and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller (b) shall pay Purchaser the amount by which be deemed adjustments to the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountPrice.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below follows and the resulting amount shall be referred to as the "Adjusted Purchase Price": (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following: (1) The value of all merchantable, allowable oil in storage above the pipeline connection at the Effective Time that is credited to the Interests, the value to be the market price in effect as of the Effective Time less applicable taxes; and (2) The amount of such Credit Adjustment all actual direct operating expenditures (including royalties and production taxes paid with respect to the Interests, but excluding any Receivable adjusted downward as described in clause (a) of the preceding sentenceSeller's overhead or administrative expenses), shall be equal paid by Seller that are attributable to the amount Interests during the period of such adjustment and, with respect to any Receivable described time between the Effective Time and the Closing Date (as defined in clause Section 7.01 below). (b) The Purchase Price shall be adjusted downward by the following: (1) The proceeds (other than those referred to in Section 2.02(b)(2) below) received by Seller that are attributable to the Interests during the period of time between the Effective Time and the Closing Date; (2) The amount of the preceding sentence, shall equal either proceeds received by Seller from the disposition (iwith the prior written consent of Buyer as provided in Section 4.01(e) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including below) of all or any portion thereof deemed of the Interests; and (3) An amount equal to be a borrowing under all unpaid ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the Subordinated Note ownership of property or deemed the production of hydrocarbons or the receipt of proceeds therefrom accruing to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller Interests prior to the Effective DateTime, which amount shall be based upon such taxes assessed against the principal balance applicable portion of the Interests for the preceding calendar year or, in the cases where such Receivable. taxes are assessed on other than a calendar year basis, for the tax related year last ended. (c) The amount purchase price shall be paid as follows: (1) $450,000.00 in cash, U.S., including Note as described in the attached Exhibit. (2) $50,000.00 of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject Buyer's stock paid to the following provisodesignated Assignee of Seller. (3) Balance of purchase price to be paid in the form of Preferred "B" Stock of Buyer, RPA Seller said stock to have a par value of not less than $100.00 per share and said stock to be fully convertible during a one year period from January 1, 1999, to December 31, 1999, to common stock of said Buyer for equal dollar value of preferred stock. At the end of said one year option period all of said Preferred stock that has not been converted shall not be obligated automatically converted to make any cash payment with respect to a Credit Adjustment until said common stock. During the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller one year option period said Preferred stock shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.a dividend rate of 9.5

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back unauthorized charge or other downward adjustment (including Servicer errors) made without receiving Collections therefor billing error to an accountholder, or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder accountholder, or if Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as to which the accountholder has asserted a counterclaim or defense, uncollectible or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "“Credit Adjustment"”). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for with respect to such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) as determined on the date on which such Receivable was purchased computed in accordance with Section 3.1 or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, ; provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arosearose in accordance with Section 3.3; provided, further, that that, if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 3.9 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account. To secure its obligations to make the payments required by the preceding sentence, RPA Seller hereby grants to Purchaser and its assigns, a security interest in (i) its rights to receive payments from any Merchant under any Credit Card Processing Agreement on account of rebates, refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes Servicer to adjust downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible (“Merchant Adjustment Payments”), (ii) any collateral security granted to, or guaranty for the benefit of, RPA Seller with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts.

Adjustments to Purchase Price. During any Monthly Period(i) As soon as practicable, but in no event less than five Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyers a statement of their good faith estimate ("Estimated Closing Statement") of (A) the Closing Inventory (the "Estimated Closing Inventory"), (B) the Closing Accounts Receivable (the "Estimated Closing Accounts Receivable") and (C) the Closing Prepaid Expenses (the "Estimated Closing Prepaid Expenses") of the Business, as of the Closing Date, determined in accordance with Applicable Accounting Principles and this Agreement, together with (i) a good faith calculation of the Estimated Inventory/Prepaid Expenses Adjustment Amount and the Estimated Accounts Receivable Adjustment Amount, (ii) the financial information used to derive the Estimated Closing Statement and the Estimated Inventory/Prepaid Expenses Adjustment Amount and the Estimated Accounts Receivable Adjustment Amount, and (iii) a certificate signed by an officer of Sellers to the effect that the Estimated Closing Statement and the Estimated Inventory/Prepaid Expenses Adjustment Amount and the Estimated Accounts Receivable Adjustment Amount were derived and determined in good faith in accordance with the Applicable Accounting Principles and this Agreement. "Estimated Inventory/Prepaid Expenses Adjustment Amount" means the dollar amount, if any, by which (a1) Servicer adjusts downward the sum of the Estimated Closing Inventory and the Estimated Closing Prepaid Expenses differs from (2) the sum of the Minimum Inventory and the Minimum Prepaid Expenses. If the Estimated Inventory/Prepaid Expenses Adjustment Amount is positive (i.e., (1) the sum of the Estimated Closing Inventory and the Estimated Closing Prepaid Expenses exceeds (2) the sum of the Minimum Inventory and the Minimum Prepaid Expenses), then each of the Purchase Price and the amount of any Receivable the Prepayment shall be increased on the Closing Date, on a dollar for dollar basis, by the Estimated Inventory/Prepaid Expenses Adjustment Amount. If the Estimated Inventory/Prepaid Expenses Adjustment Amount is negative (ii.e., (1) because the sum of a rebate, refund, charge-back or other downward adjustment the Estimated Closing Inventory and the Estimated Closing Prepaid Expenses is less than (including Servicer errors2) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect the sum of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargeMinimum Inventory and the Minimum Prepaid Expenses), then each of the Purchase Price and the amount of the Prepayment shall be reduced on the Closing Date, on a dollar for dollar basis, by the absolute value of the Estimated Inventory/Prepaid Expenses Adjustment Amount; provided that if, after giving effect to such reduction, the Prepayment would be a negative number, then the Prepayment shall be deemed to equal zero and the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) decreased dollar for dollar by the absolute value of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Estimated Inventory/Prepaid Expenses Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountAmount.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced increased or decreased (on a dollar for dollar basis), as provided below the case may be, for any increase or decrease in Accounts Receivable and Inventory as set forth on the Closing Statement, if the aggregate value of Accounts Receivable and Inventory as of the Closing Date (net of appropriate reserves and allowances, calculated in accordance with GAAP and on a "Credit Adjustment"). The basis consistent with the October 31, 1998 and 1997 Statement) is: (A) greater than $7,538,000, then Purchaser shall pay to Seller the amount of such Credit Adjustment excess; (B) less than $7,538,000, then Seller shall pay to Purchaser the amount of such difference; or (C) equal to $7,538,000, then neither Seller nor Purchaser shall owe any amount to the other pursuant to this Section 2.3(a). (b) As soon as is reasonably practicable following the Closing Date (but no later than 45 days following the Closing Date), Seller shall prepare and deliver to Purchaser the Closing Statement which shall set forth the Purchase Price adjustments to be made, if any, in accordance with respect Section 2.3(a). In connection with the preparation of the Closing Statement, Purchaser shall grant Seller and its accountants, counsel and other representatives, full and complete access to any all of the books and records of the Business. The Closing Statement shall be audited by Seller's accountants and shall include a schedule reviewed by such accountants showing the computation of Accounts Receivable adjusted downward and Inventory as described of the Closing Date (net of appropriate reserves and allowances, calculated in clause accordance with GAAP and on a basis consistent with the October 31, 1998 and 1997 Statement), computed in accordance with the definitions of such terms set forth herein. Concurrently with their delivery of the Closing Statement to Purchaser, Seller shall cause reasonable access to be granted to Purchaser to the work papers, schedules and other documents prepared or used by Seller and its accountants in connection with the preparation of the Closing Statement. Seller shall pay all fees and expenses of its accountants in connection with the preparation of the Closing Statement and the computation of Accounts Receivable and Inventory as of the Closing Date. (c) Unless Purchaser, within 30 days after receipt of the Closing Statement, gives Seller a notice (the "Dispute Notice") (i) objecting in good faith to the Closing Statement, (ii) setting forth in reasonable detail the items being disputed and the reasons therefor, and (iii) specifying that Purchaser's calculation of Accounts Receivable and Inventory as of the Closing Date is in an amount which differs from that reflected in such Closing Statement (the entire amount of such difference being hereinafter referred to as the "Adjusted Amount"), the Accounts Receivable and Inventory as of the Closing Date as set forth in the Closing Statement and the Purchase Price adjustment set forth therein shall be binding and final upon the parties. If a Dispute Notice is given by Purchaser, the parties shall negotiate in good faith with a view to agreeing upon the Accounts Receivable and Inventory as of the Closing Date and the corresponding amount of the adjustment required by paragraph (a) of this Section 2.3. If negotiations between Purchaser and Seller fail to resolve all disputed items within 30 days after the preceding sentenceDispute Notice was given to Seller, the remaining disputed items shall be equal submitted to KPMG Peat Marwick LLP (the amount "Arbitrator"). After affording each of Seller and Purchaser and their accountants the opportunity to present its position as to such determination (which opportunity shall not extend for more than 30 days from the date the independent public accountants are retained), the accounting firm selected pursuant to this paragraph shall determine the adjustment and, with respect pursuant to any Receivable described in clause paragraph (ba) of this Section 2.3 and such determination shall be final and binding. Each party shall pay its own costs and expenses in connection with the preceding sentenceforegoing. The fees, costs and expenses of the Arbitrator shall equal either be borne equally by Seller and Purchaser. (id) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment Purchase Price adjustment required under this Section 2.3 shall be delivered to Seller or Purchaser, as the case may be offset against any amounts due be, with interest thereon (calculated on the basis of a 360-day year comprised of twelve 30-day months), from Purchaser to RPA Seller on such day, provided that, subject and including the Closing Date until paid at an annual rate equal to the following provisobase rate of interest of Citibank, RPA Seller N.A. (as such base rate is publicly announced from time to time as the base rate of such bank), at such place in the United States as the party receiving such amount shall not designate in writing to the other party and shall be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced paid in immediately available funds within 30 days after the final determination of such Purchase Price adjustment. (e) At the Closing (or after the Closing, to the extent the necessary calculations cannot be made at the Closing), real property taxes, water charges, sewer rents and other utility charges in respect of the Business shall be prorated as of the Closing Date with Seller being responsible for such items relative to periods prior to the Closing Date and Purchaser being responsible for such items relative to periods commencing on or before the date Purchaser is required to make such deposit subsequent to the Excess Funding AccountClosing Date. If the Closing shall occur before a new tax rate is fixed, the apportionment of real property taxes shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Schedule 2.1(b) (Fixed Assets), Schedule 2.1(c)(i) (equipment Inventory), Schedule 2.1(c)(ii) (used and rental equipment Inventory), Schedule 2.1(c)(iii) (parts Inventory), Schedule 2.1(e)(i) and Schedule 2.1(e)(ii) (Accounts) and Schedule 2.3(a)(ii) (Scheduled Liabilities) attached to this Agreement as executed and delivered by the amount parties (together, the "Interim Purchase Price Schedules") show the Fixed Assets, the Inventory, the Accounts and the Scheduled Liabilities as of any Receivable the effective dates set forth therein. On or before that date which is three (3) business days prior to the Closing Date (or such other date as the parties may agree in writing), Buyer shall prepare and deliver to Sellers up-dated Purchase Price Schedules showing the Fixed Assets, the Inventory, the Accounts and the Scheduled Liabilities as of the then most recent date for which data is available (the Interim Purchase Price Schedules, adjusted as aforesaid, are hereinafter referred to as the "Closing Schedules"), using the valuation methodologies as set forth in Section 2.1 hereof. Sellers shall cooperate with Buyer to assist in the preparation of the Closing Schedules. The Closing Schedules as prepared by Buyer shall be used for purposes of calculating the Purchase Price payable on the Closing Date as provided in Section 2.4 hereof, but shall be subject to further post-closing adjustment as provided in Section 2.5(b) hereof. (b) Within thirty (30) calendar days after the Closing Date, Buyer shall prepare and deliver to Sellers (i) because amended schedules, listing (A) the actual Fixed Assets, Inventory, Accounts and Scheduled Liabilities transferred to or assumed by Buyer, and (B) the actual value of a rebatePrepaid Items and Work Orders in Process as of the Closing Date (the "Amended Schedules"), refundusing the valuation methodologies as set forth in Section 2.1 hereof, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or and (ii) because a statement showing an adjustment amount (the "Adjustment Amount") equal to the net of change in the aggregate value of the Fixed Assets, the Inventory, the Accounts, the Prepaid Items and the Work Orders in Process, net of the Scheduled Liabilities, as determined based on the Amended Schedules, from such Receivable was created in respect of merchandise which was refused or returned by an accountholder or value as to which determined based on the accountholder has asserted Closing Schedules. If the Adjustment Amount is a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargenegative amount, then the Purchase Price shall be reduced as provided below (by such amount. If the Adjustment Amount is a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of positive amount, then the preceding sentence, Purchase Price shall be equal increased by such amount. (c) Sellers shall have ten (10) calendar days to review the amount of such adjustment and, with respect Adjustment Amount as determined by Buyer pursuant to any Receivable described in clause subsection (b) hereof and to notify Buyer of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note their agreement or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such daydisagreement thereto, provided that, subject if Sellers fail to so notify Buyer within such 10-day period they shall be deemed to have agreed with the Adjustment Amount determined by Buyer in all respects. If Sellers agree (or are deemed to have agreed) with the Adjustment Amount as determined by Buyer, then within five (5) calendar days following the end of the aforesaid 10-day period, or if earlier, within five (5) calendar days of Sellers notifying Buyer of such agreement, Buyer shall pay WPE the Adjustment Amount if such amount is a positive number, and Sellers shall pay Buyer the Adjustment Amount if such amount is a negative number. Sellers' obligation to pay the Adjustment Amount (if any) shall be satisfied by deducting the Adjustment Amount from the Holdback Amount as provided in Section 9.5 hereof. (d) If Sellers disagree with Buyer's calculation of the Adjustment Amount, then Sellers and Buyer shall have fifteen (15) calendar days following the date Sellers send the notice of disagreement provided for in subsection (c) hereof to resolve such issues. If any issues remain unresolved after that period of time, the parties will, within five (5) calendar days, submit the dispute for resolution to an independent financial consulting firm (the "Arbiter") for review and resolution of all matters that are in dispute, based on the valuation methodologies as set forth in Section 2.1 hereof. The Arbiter shall be a mutually acceptable nationally recognized independent financial consulting firm agreed upon by Buyer and Sellers in writing. Buyer and Sellers will use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within fifteen (15) calendar days after the submission of such matters to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until Arbiter or such longer period as the Distribution Date following parties may mutually agree upon in writing. Buyer and Sellers agree that the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result determination of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into Arbiter (the Excess Funding Account pursuant to Section 4.03 "Determination") shall be final and binding upon Buyer and Sellers (absent manifest error). Promptly following issuance of the Pooling Determination, the Adjustment Amount will be calculated in accordance with the Determination, and Servicing Agreement or Sellers shall pay Buyer the Adjustment Amount if such amount is a negative number, and Buyer shall pay WPE the Adjustment Amount if such amount is a positive number. Sellers' obligation to pay the Adjustment Amount (if any) shall be satisfied by deducting the Adjustment Amount from the Holdback Amount as provided in Section 3.09 9.5 hereof. The fees, costs and expenses of the Transfer Arbiter shall be borne equally by Sellers and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price shall be adjusted on the Payment Date of each calendar month (aa "Credit Adjustment") Servicer adjusts downward the amount of with respect to any Receivable (i) previously conveyed to CFC by Servicing Corp. which has since been reversed by Servicing Corp. or the Servicer because of a rebate, refund, charge-back unauthorized charge or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) billing error to a cardholder because such Receivable was created in respect of merchandise which was refused or returned by an accountholder a cardholder or as due to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any other event giving rise referred to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or in Section 3.09 of the Transfer and Servicing Agreement. The amount of such adjustment shall equal (x) the reduction in the principal balance of such Receivable resulting from the occurrence of such event multiplied by (y) the quotient (expressed as a percentage) of (i) the Purchase Price for Principal Receivables payable on such date computed in accordance with subsection 3.01(a) divided by (ii) the Principal Receivables paid for on such date pursuant to such subsection. In the event that an adjustment pursuant to this Section 3.02 causes the Purchase Price to be a negative number, RPA Seller Servicing Corp. agrees that, not later than 11:00 a.m., New York City time, on such date, Servicing Corp. shall pay Purchaser to CFC an amount equal to the amount by which the Purchase Price minus the Credit Adjustment would be reduced in immediately available funds on or before the date Purchaser is required below zero. To secure its obligations to make payments required by this Section 3.02, the Servicing Corp. hereby grants to CFC a security interest in (i) its rights to receive payments from any Merchant under any Merchant Agreement on account of rebates, refunds, unauthorized charges, refused or returned merchandise or any other event or circumstance that causes the Servicer to adjust downward the amount of any Receivable without receiving Collections therefor or charging off such deposit amount as uncollectible ("Merchant Adjustment Payments"), (ii) any collateral security granted to, or guaranty for the benefit of Servicing Corp. with respect to Merchant Adjustment Payments, (iii) all amounts received from any Merchant or guarantor on account of Merchant Adjustment Payments and (iv) all proceeds of such rights and such amounts. Servicing Corp. may permit or require Merchant Adjustment Payments to be netted against amounts owed by the Excess Funding AccountServicing Corp. to a Merchant.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below follows: (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following (without duplication of any amounts): (i) the amount of all costs and expenses (including rentals, royalties, Taxes (other than Income Taxes), utilities, water and sewer charges, capital expenditures, lease operating expenses and other items pre-paid by Seller, but excluding emission fees, rent under easements, insurance premiums or contributions and overhead) paid by or on behalf of Seller (and not deducted or netted from the proceeds described in Section 2.2(b)(i)) with respect to the Properties and attributable to any period of time from and after the Effective Time (whether paid before or after the Effective Time) in accordance with generally accepted accounting principles; (ii) an amount equal to the value (determined using the price most recently paid prior to the Effective Time for Hydrocarbons less all applicable deductions) of all Hydrocarbons in storage or existing in stock tanks above the tap or upstream of a pipeline connection, as the case may be, as of the Effective Time (any such Credit Adjustment Hydrocarbons, the “Stored Hydrocarbons”), less applicable Production Taxes, royalty and other burdens payable on such Hydrocarbons as of the Effective Time, to be based on gauge reports to the extent available or on alternative methods to be agreed upon by the Parties; (iii) an amount equal to the proceeds from the sale of Hydrocarbons attributable to the Subject Oil and Gas Interests and produced prior to the Effective Time, being held in suspense (the “Seller Suspense Funds”) by a third party for the benefit of Seller and that are outstanding as of the Closing; (iv) subject to the Title Threshold and the Title Deductible, an amount equal to the aggregate of the Title Benefit Amounts with respect to any Receivable adjusted downward as described in clause Title Benefits asserted by Seller pursuant to Section 5.4(a); (av) of the preceding sentence, shall be an amount equal to the aggregate of all TD Purchase Price Adjustment Amounts, ED Purchase Price Adjustment Amounts and RC Purchase Price Adjustment Amounts, determined in accordance with Sections 5.4(c), 5.6(c) and 5.10(c), respectively; (vi) an amount of such adjustment and, with respect equal to any Receivable all Production Taxes (not deducted or netted from the proceeds described in clause Section 2.2(b)(i)) attributable to the Properties from and after the Effective Time that are unpaid as of the Closing and that are subsequently paid by Seller, which amount shall, where possible, be computed based upon the Production Tax rates and values applicable to the taxable period in question (bor if unavailable, the Production Tax rate and values applicable to the immediately preceding taxable period); (vii) an amount equal to the product of the amount (measured in MMBtus) of any Imbalance resulting from the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Properties being underproduced or from Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller having overdelivered prior to the Effective Date, the principal balance of such Receivable. The Time times $3.00 per MMBtu; and (viii) any other amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA mutually agreed upon by Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price for the Assets shall be adjusted as follows with all such amounts being determined in accordance with GAAP: (a) Servicer adjusts downward reduced by the aggregate amount of all proceeds earned and received by Seller with respect to the Assets between the Effective Time and the Closing Date (with the period between the Effective Time and the Closing Date referred to as the “Adjustment Period”); (b) increased by the amount of all Property Costs and other costs attributable to the ownership and operation of the Assets during the Adjustment Period and that are actually paid by Seller prior to the Closing Date, except any Receivable Property Costs and other such costs already deducted in the determination of proceeds in Section 3.2(a); (ic) because increased or reduced as agreed upon in writing by Seller and Buyers; and (d) decreased by the amount of a rebatethe Deposit. Each adjustment made pursuant to Section 3.2(a) shall serve to satisfy, refundup to the amount of the adjustment, charge-back the entitlement of Buyers under Section 2.4 to the value of income, proceeds, receipts and credits earned with respect to the Assets during the Adjustment Period, and, as such, Buyers shall not have any separate rights to receive any income, proceeds, receipts and/or credits with respect to which an adjustment has been made. Similarly, the adjustment described in Section 3.2(b) shall serve to satisfy, up to the amount of the adjustment, the obligation of Buyers under Section 2.4 to pay Property Costs and other costs attributable to the ownership and operation of the Assets that are incurred during the Adjustment Period, and, as such, Buyers shall not be separately obligated to pay for any Property Costs or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in costs with respect of merchandise which was refused or returned by an accountholder or as to which the accountholder an adjustment has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then made. The Parties agree that the Purchase Price shall be reduced as provided below (a "Credit Adjustment")allocated to the Assets in accordance with Exhibit E attached hereto. The amount of Parties acknowledge that such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) allocation represents the fair market value of the preceding sentence, Assets and shall be equal binding upon the Parties for federal and state tax purposes. Each Party covenants to report gain or loss or cost basis, as the amount of such adjustment andcase may be, in a manner consistent with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid Exhibit E for such Receivable by Purchaser to RPA Seller federal and state tax purposes (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case filing of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountIRS Forms 8594).

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below follows: (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following (without duplication of any amounts): (i) the amount of all costs and expenses (including rentals, royalties, Taxes (other than Income Taxes), utilities, water and sewer charges, capital expenditures, lease operating expenses and other items pre-paid by Seller), paid by or on behalf of Seller (and not deducted or netted from the proceeds described in Section 2.2(b)(i)) with respect to the Properties and attributable to any period of time from and after the Effective Time (whether paid before or after the Effective Time) in accordance with generally accepted accounting principles other than costs incurred to complete and equip the Well identified on Schedule 4.1(a), which costs shall be borne by Seller; (ii) an amount equal to the value (determined using the price received for January 2013 sales from the applicable Property less all applicable deductions) of all Hydrocarbons existing in stock tanks above the tap as of the Effective Time (any such Credit Adjustment Hydrocarbons, the “Stored Hydrocarbons”), less applicable Production Taxes, royalty and other burdens payable on such Hydrocarbons as of the Effective Time, to be based on gauge reports to the extent available or on alternative methods to be agreed upon by the Parties; (iii) subject to the Title Threshold and the Title Deductible, an amount equal to the aggregate of the Title Benefit Amounts with respect to any Receivable adjusted downward as described in clause Title Benefits asserted by Seller pursuant to Section 5.4(a); (aiv) of the preceding sentenceif such aggregate amount is positive, shall be an amount equal to the aggregate of all TD Purchase Price Adjustment Amounts, ED Purchase Price Adjustment Amounts and RC Purchase Price Adjustment Amounts, determined in accordance with Sections 5.4(c), 5.6(c) and 5.10 (c), respectively; (v) an amount of such adjustment and, with respect equal to any Receivable all Production Taxes (not deducted or netted from the proceeds described in clause Section 2.2(b)(i)) attributable to the Properties from and after the Effective Time that are unpaid as of the Closing and that are subsequently paid by Seller, which amount shall, where possible, be computed based upon the Production Tax rates and values applicable to the taxable period in question (bor if unavailable, the Production Tax rate and values applicable to the immediately preceding taxable period); (vi) an amount equal to the product of the amount (measured in MMBtus) of any Imbalance resulting from the preceding sentenceProperties, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller aggregate, being underproduced or from Seller, in the aggregate, having overdelivered Hydrocarbons from the Properties, in each case, prior to the Effective DateTime times $3.00 per MMBtu. As used herein, the principal balance term “Imbalance” means over-production or under-production or over-deliveries or under-deliveries, as applicable, on account of such Receivable. The any imbalance at the wellhead between the amount of any Credit Adjustment may be offset against any amounts due Hydrocarbons produced from Purchaser to RPA Seller on such day, provided that, subject a Well and allocable to the following proviso, RPA interests of Seller shall not be obligated therein and the shares of production from the relevant Well that are actually taken by or delivered to make any cash payment with respect to a Credit Adjustment until or for the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result account of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.Seller;

Adjustments to Purchase Price. During any Monthly Period, if The Base Purchase Price shall be adjusted as provided in this Section 3.2. 3.2.1 The Base Purchase Price shall be increased by the following amounts (without duplication): (a) Servicer adjusts downward The amount of all capital and operating expenditures paid by Sellers in connection with Sellers’ percentage share of the capital costs and operating costs of the Properties for the period between the Effective Date and the Closing Date. (b) The amount of prepaid expenditures paid by Sellers in connection with Sellers’ percentage share of such prepaid expenses attributable to the Properties for the period between the Effective Date and the Closing Date. (c) The amount of Forty Three Dollars ($43.00) USD per day between the Effective Date and the Closing Date attributable to Sellers’ contribution to general and administrative overhead expenses for the Properties. 3.2.2 The Base Purchase Price shall be decreased by the following amounts (without duplication): (a) The amount of all taxes prorated to Buyers in accordance with Section 10. (b) One Hundred (100%) percent of the net proceeds received by Sellers from the production and sale of Sellers’ interest in the coalbed methane gas, natural gas and other hydrocarbons from the Properties between the Effective Date and the Closing Date. 3.2.3 In accordance with the provisions of Section 11.1, Buyers shall deliver to Sellers a statement (the “Settlement Statement”) within sixty (60) days of the Closing Date, setting forth the adjustments to the Base Purchase Price as provided in Section 3.2. The Settlement Statement will be prepared in accordance with customary accounting principles used in the oil gas industry and familiar to both Sellers and Buyers. 3.2.4 Upon a determination of the Final Settlement Statement pursuant to Section 11, either by mutual agreement or by arbitration, the adjustment to the Base Purchase Price will be known. If such adjustment to the Base Purchase Price reflects that an amount is due to Sellers, Buyers shall (a) pay fifty percent (50%) of that amount to Sellers in cash in twelve (12) equal monthly payments, commencing three (3) months from the date of this Agreement, and (b) pay the other fifty percent (50%) of that amount to Sellers within sixty (60) days of the date of this Agreement in shares of Gastar common stock, the number of which shall be determined by dividing the amount due, converted to Canadian dollars at the then applicable exchange rate, by a price of any Receivable Four Dollars and Fifty Cents per share in Canadian funds (i$4.50/sh) because (CDN). For example, if the total adjustment amount is Nine Million Dollars in Canadian funds ($9,000,000) (CDN), the number of a rebateshares of Gastar stock owing would be One Million (1,000,000); ($4,500,000/$4.50 = 1,000,000). If such adjustment to the Base Purchase Price reflects that an amount is due to Buyers, refund, charge-back or other downward adjustment Sellers shall either (including Servicer errorsa) made without receiving Collections therefor or charging off such reduce the aggregate principal amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned due under the Promissory Notes by an accountholder or as to which the accountholder has asserted a counterclaim or defensethat amount, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below pay such amounts to Buyers in shares of Gastar common stock valued at Four Dollars and Fifty Cents per share in Canadian funds (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a$4.50) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountCDN.

Adjustments to Purchase Price. During any Monthly PeriodThe Purchase Price shall be subject to the following additional credits and adjustments (either as additions or reductions to the Purchase Price, if as the case may be), which shall be reflected in a closing statement to be agreed upon and to be executed and delivered by Buyer and Seller at Closing: (a) Servicer adjusts downward the amount of cash plus accounts receivable plus any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment prepaid expenses (including Servicer errorsbut not limited to taxes and other similar expenses directly related to the Purchased Assets and Assumed Liabilities which shall be prorated at Closing) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or less (b) any Principal Receivable is discovered accounts receivable collected and not set aside in Seller’s bank account(s) for any services to be performed post-Closing that have been prepaid prior to Closing and (c) trade accounts payable and credit card obligations for Business expenses paid by Servicer Buyer on behalf of Seller for obligations and services rendered prior to the Closing. Notwithstanding the above provision, Seller agrees to track and set aside in the Seller’s bank account(s) those funds received prior to Closing for services to be performed post-Closing. The amount of the adjustment described in this Section 1.7 shall be identified as Purchase Price Adjustment (“PPA”). At the end of the ninety (90) day period immediately following Closing, Buyer and Seller shall review the PPA and revise it as follows: i. Reduce or increase the PPA, as the case may be, by an amount equal to any customer accounts receivable purchased at Closing that are deemed uncollectible or understated; and ii. Decrease or increase the PPA, as the case may be, by an amount equal to any increase in the accounts payable assumed by Buyer at Closing which resulted from such accounts payable having been created through understated-yet-due by Seller as of the Closing date, or overstated. Upon mutual agreement by the parties of the revision to the PPA, Buyer shall execute and deliver a fraudulent post-closing statement reflecting such revision to the PPA (the “Post-Closing Statement”) to the Seller. If after thirty (30) days, the parties are unable to reach an agreement as to how to revise the PPA, the parties will refer the matter to a certified public accounting firm that has not previously done work for Buyer or counterfeit chargeSeller (the “Independent Accountant”) as mutually agreed upon by the parties. The Independent Accountant will resolve the disputed matter in a manner consistent with this Section 1.7, then and the determination of the Independent Accountant regarding such disputed matter will be final, binding and conclusive on the Buyer and the Seller. Upon final determination of the matter by the Independent Accountant, the Post-Closing Statement will be executed and delivered by the Buyer and the Seller. The fees and expenses of the Independent Accountant will be paid one-half by the Buyer and one-half by the Seller. Upon execution and delivery of the Post-Closing Statement by Buyer and Seller, the amount of the Rule 144 Restricted Stock issuable to Seller as described in Section 1.4 shall be increased or decreased, as applicable, to reflect such revisions to the PPA. The price of the Rule 144 Restricted Stock to be added to or subtracted from the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) valued on the basis of the preceding sentence, shall be equal to average closing price for Parent’s Common Stock as quoted on the amount of such adjustment and, with respect to any Receivable described in clause OBB for the ten (b10) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller trading days immediately prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result execution and delivery of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.Post-Closing Statement

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price shall be adjusted as follows: (a) Servicer adjusts downward The Purchase Price shall be adjusted upward by the following (without duplication of any amounts): (i) the amount of all costs and expenses (including rentals, delay rentals, royalties, top lease payments, extension and/or renewal payments, Taxes, utilities, water and sewer charges, capital expenditures, lease operating expenses, deposits or items pre-paid by Seller) paid by or on behalf of Seller (and not deducted or netted from the proceeds described in Section 3.2(b)(i)) with respect to the Properties and attributable to any period of time from and after the Effective Time (whether paid before or after the Effective Time) plus, with respect to Properties for which Seller is the operator, the amount of any Receivable (i) because overhead under the applicable operating agreements that Seller would pay with respect to Seller’s interests in such Properties if Seller were not the operator of a rebatesuch Properties; provided, refundhowever, charge-back with respect to Properties for which Seller is not the operator, such costs and expenses shall be deemed attributable to the month specified in the joint interest billing or other downward adjustment (including Servicer errors) made without receiving Collections therefor statement or charging off invoice for such amount as uncollectible or costs and expenses received from the operator of such Properties; (ii) because an amount equal to the value (determined using the contract price as of the Effective Time or if there is no contract price the price most recently paid prior to the Effective Time for Hydrocarbons less all applicable deductions) of all Hydrocarbons produced from or attributable to the Subject Oil and Gas Interests that were, as of the Effective Time, in storage or existing in stock tanks above the tap or upstream of a pipeline connection, as the case may be (the “Inventory Hydrocarbons”), less applicable Production Taxes, royalty and other burdens payable on such Receivable was created Inventory Hydrocarbons as of the Effective Time, to be based on gauge reports to the extent available or on alternative methods to be agreed upon by the Parties; (iii) an amount equal to the sum of (A) the proceeds from the sale of Hydrocarbons attributable to the Subject Oil and Gas Interests and produced prior to the Effective Time, being held in suspense (the “Suspense Funds”) by a Third Party for the benefit of Seller and that are outstanding as of the Closing and (B) any deposits or other amounts set forth on Schedule 3.2(a) provided by Seller and held by Third Parties as of the Closing in respect of merchandise which was refused any of the Properties (the “Assigned Deposits”); (iv) subject to the Title Threshold and the Title & Environmental Deductible, an amount equal to the aggregate of the Title Benefit Amounts with respect to any Title Benefits asserted by Seller pursuant to Section 6.4(a); (v) the amount of Production Taxes apportioned to Buyer in accordance with Section 7.2 but paid or returned payable by Seller; (vi) the amount of all costs and expenses paid by or on behalf of Seller with respect to the Properties in connection with the operations identified on Schedule 3.2(a)(vi); (vii) an accountholder or as amount equal to which the accountholder has asserted a counterclaim or defense, or price of New Leases sold by Seller to Buyer calculated pursuant to Section 5.7; and (viii) any other amount mutually agreed upon by Seller and Buyer. (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause by the following (a) without duplication of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either amounts): (i) the Purchase Price amount of net proceeds (gross proceeds less amounts actually paid for such Receivable or payable by Purchaser to RPA (or on behalf of) Seller (including or any portion thereof deemed of its Affiliates) as royalties, overriding royalties, and similar burdens on production and severance, and Production Taxes) received by Seller and derived from the sale of any of the (A) Conveyed Hydrocarbons or (B) any Hydrocarbons that were contained in storage or existing in stock tanks, pipelines and/or plants as of the Effective Time (for which an upward adjustment was paid to be a borrowing under the Subordinated Note or deemed Seller pursuant to be a capital contribution from RPA Seller to Purchaser) or Section 3.2(a)(ii)); (ii) in an amount equal to all unpaid utilities, water and sewer charges relating to the case of any Receivable Properties that was deemed are attributable to have been sold to Purchaser by RPA Seller periods prior to the Effective Date, Time and that are subsequently paid by Buyer; (iii) the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser Production Taxes apportioned to RPA Seller on such day, provided that, in accordance with Section 7.2 but paid or payable by Buyer; (iv) an amount equal to the sum of the Allocated Value (or pro-rata portion thereof) of each Retained Property (or affected portion thereof) with respect to which a reduction of the Purchase Price is permitted pursuant to Article VI; (v) subject to the following provisoTitle Threshold and the Title & Environmental Deductible, RPA Seller shall not be obligated an amount equal to make any cash payment the aggregate of the Title Defect Amounts with respect to each Title Defect Property that (i) Seller elects to address under Section 6.4(b)(A) and (ii) as of Closing, is not the subject of a Credit Adjustment until Disputed Defect Matter; (vi) subject to the Distribution Date following Environmental Threshold and the Monthly Period in which such Credit Adjustment arose; providedTitle & Environmental Deductible, further, that if, as a result an amount equal to the aggregate of the occurrence Environmental Defect Amounts with respect to each Environmental Defect Property that (i) Seller elects to address under Section 6.6(b)(A) and (ii) as of any event giving rise Closing, is not the subject of a Disputed Defect Matter; (vii) an amount equal to the sum of the Allocated Value (or pro-rata portion thereof) of each Property (or affected portion thereof) subject to a Credit Adjustment, Purchaser PPR or an Applicable Consent with respect to which a reduction of the Purchase Price is required to deposit funds into the Excess Funding Account permitted pursuant to Section 4.03 of the Pooling 6.9 and Servicing Agreement or Section 3.09 of the Transfer 6.10; and (viii) any other amount mutually agreed upon by Seller and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below in this Section 2.3. 2.3.1 The Purchase Price shall be increased by the following amounts (without duplication): (a) An amount equal to the costs and expenses that are (i) attributable to the Properties for the period from the Effective Date to the Closing Date (the “Closing Period”), (ii) charged to any Seller under a "Credit Adjustment"Contract and (iii) paid by any Seller (whether before or after the Effective Date). , including, without limitation, bond and insurance premiums paid by or on behalf of any Seller attributable to coverage during the Closing Period. (b) With regard to the properties set forth on Schedule 2.3.1 (b), an amount equal to the interest of any Seller in the quantity of Substances produced from the Oil and Gas Properties in the tanks above the pipeline connection on the Effective Date multiplied by (i) with respect to oil, the posted price for such oil on the Effective Date and (ii) with respect to liquids, the posted price for such liquids, net of all applicable taxes. (c) If any Seller is named as the operator under a joint operating agreement covering any of the Oil and Gas Properties, an amount equal to the costs and expenses paid by any Seller on behalf of the other joint interest owners that is attributable to periods after the Effective Date. (d) The amount of such Credit Adjustment all taxes prorated to Buyer in accordance with respect to any Receivable adjusted downward as described in clause Section 13.2. 2.3.2 The Purchase Price shall be decreased by the following amounts (without duplication): (a) of the preceding sentence, shall be An amount equal to the amount proceeds received by any Seller for the sale during the Closing Period of such adjustment andSubstances, with respect net of all applicable taxes not reimbursed to any Receivable described in clause Seller by a purchaser of Substances. (b) of the preceding sentence, shall An amount equal either to (i) the Purchase Price paid proceeds received by any Seller for such Receivable by Purchaser to RPA Seller the disposition during the Closing Period of the Properties (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or other than Substances); (ii) the value of the Properties retained by any Seller because of a Casualty Loss affecting such Properties or, in the case of alternative, the insurance proceeds received by such Seller for such loss, all as provided in Section 10; and (iii) all other proceeds received by any Receivable Seller from whatever source derived that was deemed relate to have been sold the Properties and are attributable to Purchaser by RPA Seller prior to periods on or after the Effective Date, the principal balance of such Receivable. . (c) The amount of all taxes prorated to any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment in accordance with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account13.2.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced subject to adjustment as provided below follows: (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward as follows: (i) The value of all merchantable, allowable oil in storage at the Effective Time, above the pipeline connection, which is sold and which is credited to the Purchased Assets and paid to Purchaser, such value to be the actual price received less taxes and deductions by the purchaser, (ii) The amount of all verifiable expenditures under applicable operating agreements or other similar arrangements or agreements and, in the absence of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) agreements, such expenses of the preceding sentencesort customarily billed thereunder, shall be paid by Seller or any affiliate of Seller in connection with the operation of the Purchased Assets in accordance with this Agreement for work actually performed subsequent to the Effective Time, (iii) An amount equal to all prepaid expenses attributable to the amount Purchased Assets that are paid by Seller or any affiliate of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance actual date of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject Closing that inure to the following provisobenefit of Purchaser and that are, RPA in accordance with generally accepted accounting principles, attributable to the period after the Effective Time, including without limitation, prepaid ad valorem, property, production, severance and similar taxes (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom, Initials: Seller shall not be obligated _________ Purchaser _________ 4 (iv) Such increases as are due to make any cash payment with respect to a Credit Adjustment until Upward Adjustments (defined below) as provided in Article V hereof, (v) An amount as provided for in the Distribution Date following respective joint operating agreement, per month reduced proportionately for partial months for the Monthly Period in which such Credit Adjustment arose; providedperiod between August 31, further2018 and October 1, that if2018, if October 1, 2018 is the actual date of Closing as a result of the occurrence of any event giving rise to a Credit Adjustmentreimbursement for overhead expense, (vi) If, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit Closing Date, Seller restores production in the Morgans Bluff Hackberry Unit P-11 Well (RRC #20480, Orange County, TX), an amount equal to the Excess Funding Accountpresent value, using a discount rate of 18% (PV18), of the PDP Reserves with respect to this Well as determined by NSAI following the same procedures, protocols, guidelines, and standards as provided in Section 2.1 above, and (vii) Any other amount agreed upon by Seller and Purchaser. (b) The Purchase Price shall be adjusted downward as follows: (i) Proceeds received by Seller from the sale of oil, gas or other hydrocarbons attributable to the Purchased Assets and which are produced after the Effective Time, (ii) An amount equal to all unpaid ad valorem, property, production, severance and similar taxes and assessments (but not including income taxes) based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom accruing to the Purchased Assets prior to the Effective Time, (iii) The amount of all verifiable expenditures paid by Purchaser for work actually done and performed in connection with the Purchased Assets prior to the Effective Time, (iv) Any reductions for Defective Interests or Environmental Defects as provided in Article V, (v) Any amount equal to the proportionate Allocated Value of the Third Party Interests in Section 5.1(b)(xi) that are not conveyed to Purchaser at the Closing, and (vi) Any other amount agreed upon by Seller and Purchaser.

Adjustments to Purchase Price. During any Monthly Period5.1 At Closing, if adjustments between the parties shall be made as of the Closing Date as follows: (a) Servicer adjusts downward Real and personal property ad valorem taxes upon the amount Real Property assessed for the year in which Closing occurs (regardless of when due and payable) shall be prorated, based upon the four percent (4%) maximum allowable discount, as of the Closing Date. Any unpaid taxes assessed for any Receivable (i) because of a rebateyear prior to the year in which closing occurs, refundshall be paid in full by Seller at Closing, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or all delinquent and/or interest charges. (b) All obligations of Seller as Declarant under the homeowners’ associations as described in Paragraph 9 hereof shall be prorated as of the Closing Date, with Seller being liable for any Principal Receivable and all assessments or guaranteed obligations due the associations up to the Closing Date with Purchaser assuming all of such obligations from and after the Closing Date. (c) If the Property is discovered modified by Servicer any sales by Seller of any of the Models and Spec Homes built thereon which occur prior to the Initial Closing, the Purchase Price shall be subject to reduction as having been created through follows. Seller and Purchaser have agreed, for the purposes of this subparagraph, to an allocated price designated the “▇▇▇▇▇▇ Acquisition Price” attributable to the applicable Models and Spec Homes pursuant to a fraudulent or counterfeit chargeschedule of Work in Progress / Budget Cost to Complete Reconciliation which is set for on Exhibit “C”, then attached hereto and made a part hereof (the “Schedule of Agreed Values”). In the event that any of the Model and Spec Homes set forth on the schedule of Agreed Values, is sold by Seller prior to the Closing Date, the Purchase Price shall be reduced by such designated value for each such Model and Spec Home sold by Seller. (d) The Models and Spec Homes described in Paragraph 8.2 hereof have not yet received a certificate of occupancy as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment the Closing Date and the Purchase Price payable with respect to any Receivable adjusted downward such incomplete Models and Spec Homes as determined in the Schedule of Agreed Values, shall not be paid on the Closing Date, but shall be paid at the time of the subsequent closing on the Models and Spec Homes as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountParagraph 8.2 hereof.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced increased or decreased (on a dollar for dollar basis, as provided below limited below), as the case may be, for any increase or decrease in Inventory as set forth on the Closing Statement, if the aggregate value of Inventory as of the Closing Date (net of appropriate reserves and allowances, calculated in accordance with GAAP and on a "Credit Adjustment"). The basis consistent with the Financial Statements) is: (A) greater than $2,164,000, then Purchaser shall pay to Seller the amount of such Credit Adjustment excess up to $800,000; (B) less than $2,164,000, then Seller shall pay to Purchaser the amount of such difference; or (C) equal to $2,164,000, then neither Seller nor Purchaser shall owe any amount to the other pursuant to this Section 2.3(a). (b) As soon as is reasonably practicable following the Closing Date (but no later than 45 days following the Closing Date), Seller shall prepare and deliver to Purchaser the Closing Statement which shall set forth the Purchase Price adjustments to be made, if any, in accordance with respect Section (a). In connection with the preparation of the Closing Statement, Purchaser shall grant Seller and its accountants, counsel and other representatives, full and complete access to any Receivable adjusted downward all of the Books and Records. The Closing Statement shall be audited by Seller's accountants and shall include a schedule reviewed by such accountants showing the computation of Inventory as described of the Closing Date (net of appropriate reserves and allowances, calculated in clause accordance with GAAP and on a basis consistent with the Financial Statements), computed in accordance with the definitions of such terms set forth herein. Concurrently with their delivery of the Closing Statement to Purchaser, Seller shall cause reasonable access to be granted to Purchaser to the work papers, schedules and other documents prepared or used by Seller and its accountants in connection with the preparation of the Closing Statement. Seller shall pay all fees and expenses of its accountants in connection with the preparation of the Closing Statement and the computation of Inventory as of the Closing Date. (c) Unless Purchaser, within 30 days after receipt of the Closing Statement, gives Seller a notice (the "Dispute Notice") (i) objecting in good faith to the Closing Statement, (ii) setting forth in reasonable detail the items being disputed and the reasons therefor, and (iii) specifying that Purchaser's calculation of Inventory as of the Closing Date is in an amount which differs from that reflected in such Closing Statement (the entire amount of such difference being hereinafter referred to as the "Adjusted Amount"), the Inventory as of the Closing Date as set forth in the Closing Statement and the Purchase Price adjustment set forth therein shall be binding and final upon the parties. If a Dispute Notice is given by Purchaser, the parties shall negotiate in good faith with a view to agreeing upon the Inventory as of the Closing Date and the corresponding amount of the adjustment required by paragraph (a) of this Section 2.3. If negotiations between Purchaser and Seller fail to resolve all disputed items within 30 days after the preceding sentenceDispute Notice was given to Seller, the remaining disputed items shall be equal submitted to KPMG Peat Marwick LLP (the amount "Arbitrator"). After affording each of Seller and Purchaser and their accountants the opportunity to present its position as to such determination (which opportunity shall not extend for more than 30 days from the date the independent public accountants are retained), the accounting firm selected pursuant to this paragraph shall determine the adjustment and, with respect pursuant to any Receivable described in clause paragraph (ba) of this Section 2.3 and such determination shall be final and binding. Each party shall pay its own costs and expenses in connection with the preceding sentenceforegoing. The fees, costs and expenses of the Arbitrator shall equal either be borne equally by Seller and Purchaser. (id) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment Purchase Price adjustment required under this Section 2.3 shall be delivered to Seller or Purchaser, as the case may be offset against any amounts due be, with interest thereon (calculated on the basis of a 360-day year comprised of twelve 30-day months), from Purchaser to RPA Seller on such day, provided that, subject and including the Closing Date until paid at an annual rate equal to the following provisobase rate of interest of Citibank, RPA Seller N.A. (as such base rate is publicly announced from time to time as the base rate of such bank), at such place in the United States as the party receiving such amount shall not designate in writing to the other party and shall be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced paid in immediately available funds within 30 days after the final determination of such Purchase Price adjustment. (e) At the Closing (or after the Closing, to the extent the necessary calculations cannot be made at the Closing), real property taxes, water charges, sewer rents and other utility charges in respect of the Business shall be prorated as of the Closing Date with Seller being responsible for such items relative to periods prior to the Closing Date and Purchaser being responsible for such 9 15 items relative to periods commencing on or before the date Purchaser is required to make such deposit subsequent to the Excess Funding AccountClosing Date. If the Closing shall occur before a new tax rate is fixed, the apportionment of real property taxes shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward The Purchase Price for the amount of any Receivable Membership Interests shall be (i) because increased on a dollar for dollar basis to the extent that the Working Capital as of a rebatethe Closing Date is greater than the Required Working Capital Balance, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect decreased on a dollar for dollar basis to the extent that the Working Capital as of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or Closing Date is less than the Required Working Capital Balance (the “Working Capital Adjustment”). (b) any Principal Receivable is discovered by Servicer as having been created through Not later than two (2) business days prior to the Closing Date, the Seller shall prepare in consultation with, and deliver to, the Buyer in writing a fraudulent or counterfeit chargegood faith estimate of the Working Capital Adjustment (the “Initial Adjustment”), then together with its calculation of the estimated Final Purchase Price shall be reduced as provided below Price, in reasonable detail (a "Credit Adjustment"the “Closing Date Estimate”). The Closing Date Estimate shall constitute the dollar amount to be paid by the Buyer (subject to Section 1.4) to the Seller at the Closing (the “Closing Payment”). (c) As soon as reasonably practicable after the Closing but not later than sixty (60) days following the Closing Date, the Buyer shall prepare in consultation with, and deliver to, the Seller (i) a balance sheet of such Credit the Company (the “Closing Date Balance Sheet”) reflecting the Working Capital as of the Closing (the “Closing Date Working Capital”) and (ii) a statement (a “Closing Statement”) setting forth a calculation of the Working Capital Adjustment with respect to any Receivable adjusted downward as described in based on clause (ai) above. The Seller shall reasonably cooperate with the Buyer in the preparation of the preceding sentence, shall be equal Closing Statement and provide to the amount Buyer such data and information as the Buyer may reasonably request supporting the amounts reflected in the Closing Statement. (d) The Closing Statement shall become final and binding upon the parties on the date (the “Final Settlement Date”) that is 30 days following delivery thereof by the Buyer to the Seller unless the Seller gives written notice of its disagreement (“Dispute Notice”) to the Buyer prior to such adjustment anddate, in which case such Closing Statement (as revised in accordance with respect to any Receivable described in clause (bSection 1.2(e), if applicable) shall become final and binding on the earlier of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser date upon which the Seller and the Buyer agree in writing with respect to RPA Seller (including any portion thereof deemed to be a borrowing under all matters specified in the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or Dispute Notice and (ii) the date upon which the Final Closing Statement is issued by the Accounting Arbitrator. Any Dispute Notice shall specify in reasonable detail the case item, dollar amount, and basis of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountdisagreement asserted.

Adjustments to Purchase Price. During Attached hereto as Exhibit B is a schedule identifying those stores, by Suite Number, which are not under lease at ▇▇▇▇▇ and Irmo as of the Effective Date, and a stipulated value assigned to each unleased store. If, on the Closing Date, any Monthly Periodone or more of such unleased stores have not been leased for a term of at least three (3) years and at base rents per square foot at least equal to the amounts set forth on Exhibit B for each store with (i) all tenant improvements required thereunder completed and paid for, if (aii) Servicer adjusts downward all leasing commissions due in connection therewith paid in full, (iii) a certificate of occupancy having been issued for such space, and (iv) the tenant thereunder is, open for business and paying at least the amount of any Receivable (i) because Base Rent stipulated in Exhibit B for the space in question, plus the tenant’s pro rate share of a rebatecommon area maintenance, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargetaxes and insurance, then the Purchase Price shall be reduced by the stipulated value assigned to each such unleased store. For example, if Suite 7 in ▇▇▇▇▇ is unleased as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentenceClosing Date, shall be equal to the amount then that portion of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for allocated to ▇▇▇▇▇ shall be reduced by $51,888.00. then the Purchase Price shall be reduced by the stipulated value assigned to each such Receivable unleased store. For example, if Suite 7 in ▇▇▇▇▇ is unleased as of the Closing Date, then that portion of the Purchase Price allocated to ▇▇▇▇▇ shall be reduced by Purchaser to RPA Seller $51,888.00. –If, at Closing, there is a fully executed lease on one or more of the stores shown on Exhibit B, and such lease or leases meet all of the requirements of this Section 14 except that one or more of the requirements set forth in subsections. 14 (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or i), (ii), (iii) in the case of any Receivable that was deemed to and (iv) have not been sold to Purchaser by RPA Seller prior to the Effective Datesatisfied (such leases are herein called “Non-Conforming Leases”), the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser then the amount by which the Purchase Price would is so reduced shall be reduced deposited in escrow with the Escrow Agent. If, within twelve (12) months following Closing, all of the requirements of subsections 14 (i), (ii), (iii) and (iv) have been satisfied for any Non-Conforming Lease, then the Purchaser shall so notify the Escrow Agent and the Seller in writing, whereupon the Escrow Agent shall immediately available funds on or before pay over to Seller the date Purchaser is required to make such amount of the escrow deposit attributed to the Excess Funding AccountNon-Conforming Lease or Leases in question. If, within twelve (12) months following Closing, all of the requirements of subsections 14 (i), (ii), (iii) and (iv) have not been satisfied for any Non-Conforming Lease, then the Purchaser shall so notify the Escrow Agent and the Seller, whereupon the Escrow Agent shall immediately pay over to Purchaser the amount of the escrow deposit attributed to the Non-Conforming Lease or Leases in question.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced as provided below increased by the following amounts (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either without duplication): (i) the Purchase Price amount of all costs, expenses and charges relating to the Assets, or the ownership, use or operation of the Assets, which are paid for such Receivable by Purchaser the Seller or its Affiliates and are attributable to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution period of time from RPA Seller to Purchaser) or and after the Effective Time; (ii) the adjustment amount, if any, due the Seller as determined pursuant to Section 9.02 with respect to gas imbalances; (iii) the amount of all proceeds and revenues related to the Assets which are received by or credited in favor of the case Buyer or its Affiliates and which are attributable to the period of any Receivable that was deemed to have been sold to Purchaser by RPA Seller time prior to the Effective Date, Time; and (iv) any other amount provided for in this Agreement or agreed upon by the principal balance of such Receivable. Buyer and the Seller. (b) The amount of any Credit Adjustment may Purchase Price shall be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to decreased by the following provisoamounts (without duplication): (i) the adjustment amount, RPA Seller shall not be obligated if any, due the Buyer as determined pursuant to make any cash payment Section 9.02 with respect to a Credit Adjustment until gas imbalances; (ii) the Distribution Date following Allocated Value, if any, of all Assets deemed to constitute Excluded Assets under the Monthly Period in which such Credit Adjustment arose; providedprovisions of this Agreement; (iii) the amount of all costs, furtherexpenses and charges relating to the Assets, that ifor the ownership, as a result use or operation of the occurrence Assets, which are paid by the Buyer or its Affiliates and which are attributable to the period of time before the Effective Time; (iv) the amount of all proceeds and revenues related to the Assets which are received by or credited in favor of the Seller or its Affiliates and are attributable to the period of time from and after the Effective Time; and (v) any other amount provided for in this Agreement or agreed upon by the Buyer and the Seller. (c) The adjustments described in Sections 8.02(a) and (b) are hereinafter referred to as the “Purchase Price Adjustments”. (d) Notwithstanding anything to the contrary in this Agreement, no item taken into account in calculating an adjustment under this Agreement will be taken into account in calculating any other adjustment so as to result in a Party making or receiving a payment twice in respect of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 such time. (e) No Purchase Price Adjustment will result from any of the Pooling following: (i) Actual or projected changes in production rates. (ii) Alternate interpretations of reserves. (iii) Normal wear and Servicing Agreement tear on facilities or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountequipment.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be adjusted to reflect the actual number of Shares purchased by the Purchaser at Completion (the “Sale Shares”). (b) The portion of the Purchase Price payable pursuant to Clause 3.1(a) is subject to the Company’s Working Capital being neutral at 18 May 2008. In the event of the Working Capital being above zero (-0-) on that date, the Purchaser will immediately compensate the Vendors in cash on a dollar for dollar basis, and in the event of the Working Capital being below zero (-0-) on that date, the Vendors will immediately compensate the Purchaser in cash on a dollar for dollar basis. Any deviations in the Working Capital will be agreed between the Parties based on the balance sheet as per 18 May 2008, to be prepared by the Purchaser. If the Parties have not agreed on the final Working Capital by the Completion Date, either Party may refer the settlement of the Working Capital as of Completion to a single arbitrator with PWC, paid for by the Parties jointly. The arbitrator will deliver the final amount of the Working Capital calculated in accordance with this Agreement, within one month from his appointment. The decision of the arbitrator shall be final and conclusive, and the Parties shall not be entitled to refer the decision to arbitration according to Clause 22 of this Agreement. The Parties shall use best efforts to establish the possible deviations in the Working Capital before Completion and such deviations shall in such case be deducted in cash or added in cash to the Purchase Price. Should the deviations not have been established before Completion, then payment of the deviation shall be made by the relevant Party in cash promptly after the deviation has been established. (c) The portion of the Purchase Price payable pursuant to Clause 3.1(a) will furthermore be reduced by any indebtedness of the Company at Completion in relation to: (i) Almi Loan as provided below set out in Schedule 4, Part B; and (a "Credit Adjustment")ii) Shareholder loans of the Company of which there are three (3) as set out in Schedule 4, Part A, and (iii) Vendors’ Group Obligations as set out in Schedule 4, Part C. Consequently, only item (iii) above shall hereby be deducted from the Cash Consideration payable to the Vendors’ Lawyer’s Client Account, whereas the items (i) and (ii) above (which are also payable to the Vendors’ Lawyer’s Client Account) are instead to be deducted from the Purchase Price. The amount of such Credit Adjustment with respect to any Receivable adjusted downward the indebtedness shall be determined as described in clause (a) per 18 May 2008 finally at Completion based on the terms of the preceding sentencerelevant agreements. Any dispute in relation to such final determination will be settled as set out in b) above. (d) During the period from Signing Date and until 21 months after Completion, the Purchaser shall, subject to the restrictions and responsibilities set out in 4.7 (c) be entitled to manage the Company provided that any decisions or acts taken or made by the Purchaser which negatively impact the criteria set out in Clause 3.2 shall not result in the adjustment of KIT Shares to be issued, provided that Key Personnel has advised the Purchaser in writing that the decisions or acts taken or made will negatively impact the criteria to be achieved. (e) Any payment made by the Vendors in respect of a breach of this Agreement or arising under or pursuant to this Agreement shall be equal and shall be deemed to the amount of such adjustment and, with respect to any Receivable described be pro tanto a reduction in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing the Shares under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing this Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.

Adjustments to Purchase Price. During any Monthly PeriodAt Closing, if appropriate adjustments ----------------------------- to the Purchase Price will be made as follows: (aA) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted upward by: (i) any amounts determined to be due Seller pursuant to Sections 6.2 and 6.3 hereof; (ii) an amount equal to the direct costs and expenses necessary to operate and maintain the Assets paid by Seller in accordance with this Agreement that are attributable to the Assets for the period from the Effective Time to the Closing Date; (iii) all amounts due or the market value of Oil and Gas owed to Seller by third parties as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment the Effective Time under the Contracts with respect to any Receivable imbalances existing at the Effective Time, such value to be determined by Seller and Buyer, including any severance taxes and royalties paid thereon, as of the Effective Time; (iv) $250,000.00 per month for administration and operation of the Assets, not including, however, direct costs which are provided for in (ii) above, prorated on a basis of 30 days to a month for each day between the Effective Time and May 18, 1999; and (v) any other amount agreed upon in writing by Seller and Buyer. (B) The Purchase Price shall be adjusted downward as described in clause by: (ai) of the preceding sentence, shall any amounts determined to be due Buyer pursuant to Sections 6.2 and 6.3 hereof; and (ii) an amount equal to the amount of such adjustment proceeds derived from the sale of Oil and Gas, net of royalties and severance taxes paid by Seller, received by Seller and attributable to the ▇▇▇▇▇ which are, in accordance with generally accepted accounting procedures, attributable to the period of time after the Effective Time; and, (iii) all amounts due or the market value of Oil and Gas owed by Seller to third parties as of the Effective Time under the Contracts with respect to any Receivable described in clause (b) imbalances existing at the Effective Time, such value to be determined by Seller and Buyer, including any severance taxes and royalties paid thereon, as of the preceding sentenceEffective Time; and (iv) an amount equal to all expenditures, shall equal either liabilities and costs relating to the Assets (iincluding, without limitation, all ad valorem, property, production, severance and similar taxes) that are unpaid as of the Purchase Price paid Closing Date and assessed for such Receivable by Purchaser or attributable to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case periods of any Receivable that was deemed to have been sold to Purchaser by RPA Seller time prior to the Effective DateTime regardless of how such taxes, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such dayexpenditures, liabilities and costs are calculated provided that, subject that to the following proviso, RPA Seller shall extent the actual amounts cannot be obligated determined prior to make any cash payment the agreement of Buyer and Seller with respect to the Closing Adjustment Statement, a Credit Adjustment until reasonable estimate of such taxes, expenditures, liabilities and costs shall be used; (v) an amount equal to $1.65 per MMbtu times the Distribution Date following the Monthly Period amount of overbalanced MMbtu's in which such Credit Adjustment arose; provided, further, that if, as a result satisfaction and settlement of the occurrence of gas imbalances reflected on Exhibit 8.1(S); and (vi) any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling other amount agreed upon in writing by Seller and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During On or before the Settlement Date, Seller will provide Buyer with a statement detailing adjustments to the Purchase Price that Buyer or Seller discovers reflecting: (1) any Monthly Period, if changes in the Book Value: (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebatemiscalculations, refundmisapplied payments, charge-back unapplied payments, unrecorded Disbursements of Principal disbursed on or before the Calculation Date, or other downward adjustment (including Servicer accounting errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or ; or (b) resulting from a final court decree, unappealable regulatory enforcement order, or other similar action of a legal or regulatory nature effective on or before the Calculation Date; or (c) resulting from Foreclosed Collateral; or (d) resulting from a dishonored check as set out in Section 2.3; and (2) any unreimbursed Advances or Disbursements of Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then disbursed after the Calculation Date that were not previously included in the Purchase Price shall Price. Any monies due Buyer or Seller as a result of any adjustments made pursuant to item (1) above will be reduced as provided below calculated (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (iix) in the case of any Receivable that was deemed a percentage Bid, by multiplying the resulting net change in Book Value by the Bid Percentage, or (y) in the case of a Bid in Dollars, (i) by converting the Bid in Dollars to have been sold to Purchaser by RPA Seller prior to a percentage of the Effective Book Value for the Pool or Pool Combination as of the Calculation Date, then (ii) multiplying this percentage by the principal balance of such Receivableresulting net change in Book Value. The amount of any Credit Adjustment may be offset against any amounts Any monies due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of any adjustments made pursuant to item (2) above will be equal to 100% of the occurrence aggregate amount of payments not previously included in the Purchase Price. No adjustment to Purchase Price will be made for any changes resulting from any calculation or adjustment of interest on any Loan as provided in Section 6.4. The total aggregate amount owed to Seller will be determined as of the Settlement Date and subtracted from the total aggregate amount owed to Buyer. If the resulting amount, determined as of the Settlement Date, is a positive number, Seller will pay such amount to Buyer; if the resulting amount, determined as of the Settlement Date, is a negative number, Buyer will pay such amount to Seller as if such number were a positive number. Any monies due Buyer or Seller will be paid within a reasonable time after the Settlement Date. Buyer will adjust its servicing records to reflect any changes to the unpaid principal balance of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account Loan made pursuant to this Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account2.4.1.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward At least three (3) business days prior to the amount of any Receivable Closing, the Sellers shall prepare and deliver to the Buyer (i) because an unaudited balance sheet (the "Calculation Date Balance Sheet") of the Company as of the close of business on August 24, 2003 (herein, the "Calculation Date"), prepared in accordance with generally accepted accounting principles applied on a rebatebasis consistent with the May 2003 Balance Sheet (as defined in Section 5.8 hereof) taking into account any possible exceptions to such accounting principles disclosed on Schedule 5.8 hereto, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or and (ii) because such Receivable a certificate signed by the President of the Company (the "Calculation Date Certificate"), certifying (A) that the Calculation Date Balance Sheet was created prepared on the basis described in respect of merchandise which was refused or returned by an accountholder or clause (i) above, and (B) as to which the accountholder has asserted a counterclaim or defense, or Net Working Capital (as defined in Section 11 hereof) as of the Calculation Date (the "Calculation Date Net Working Capital"). (b) any Principal Receivable If (i) the Calculation Date Net Working Capital is discovered by Servicer as having been created through a fraudulent or counterfeit chargegreater than $5,200,000, then the Purchase Price shall be reduced increased dollar-for-dollar by an amount equal to such excess, or (ii) the Calculation Date Net Working Capital is less than $5,200,000, the Purchase Price shall be decreased dollar-for-dollar by an amount equal to such deficiency. Such adjustment shall be calculated based on the Calculation Date Balance Sheet and the Calculation Date Certificate. The adjustment made at the Closing pursuant to this Section 3(b) is referred to herein as the "Initial Adjustment," and shall be subject to subsequent adjustment as provided below in Sections 3(c), (a d) and (e) hereof. (c) Within forty-five (45) days after the Closing Date, the Sellers shall prepare and deliver to the Buyer an unaudited balance sheet of the Company as of the close of business on the Closing Date immediately prior to giving effect to the Closing, prepared in the same manner as the Calculation Date Balance Sheet has been prepared and utilizing the same accounting principles utilized in connection therewith (the "Credit AdjustmentClosing Date Balance Sheet"). The amount Sellers and their accountants shall permit the Buyer and its accountants at the earliest practicable date to review and make copies of such Credit Adjustment all work papers, schedules and calculations used in the preparation of the Closing Date Balance Sheet. (d) When the Sellers deliver the Closing Date Balance Sheet, the Sellers shall also deliver to the Buyer a certificate (i) certifying that the Closing Date Balance Sheet was prepared on the basis and in accordance with respect to any Receivable adjusted downward as described the applicable standards set forth in clause Section 3(c) above, and (aii) containing the Sellers' calculations based on the Closing Date Balance Sheet (the "Sellers' Proposed Calculations") of the preceding sentenceNet Working Capital of the Company as of the Closing Date (the "Closing Date Net Working Capital"). Within thirty (30) days after receipt of the Closing Date Balance Sheet and the accompanying certificate, the Buyer shall notify the Sellers in writing of the Buyer's agreement or disagreement, as the case may be, with the Closing Date Balance Sheet and the accuracy of any of the Sellers' Proposed Calculations. If the Buyer notifies the Sellers that the Buyer disputes any aspect of the Closing Date Balance Sheet or the amount of any of the Sellers' Proposed Calculations, then the Buyer shall have the right to direct the Buyer's independent accountants, at the Buyer's expense, to review and test the Closing Date Balance Sheet. The Buyer's accountants shall complete their review and test within fifteen (15) days after the later of (A) the date the Buyer disputes the Sellers' Proposed Calculations, and (B) the date the Buyer actually receives the work papers, schedules and calculations described in the last sentence of Section 3(c) hereof. If the Buyer and the Buyer's independent accountants, after such review and test, still disagree with the Sellers' Proposed Calculations and so notify the Sellers thereof in writing, and the Sellers do not accept the Buyer's proposed alternative calculations (the "Buyer's Proposed Calculations") within fifteen (15) days after receipt of such written notice from the Buyer, then the Buyer and the Sellers shall select a third nationally recognized independent accounting firm (the "Independent Accounting Firm") to resolve the remaining disputed items (the "Remaining Disputed Items"), within thirty (30) days after the date of the Sellers' rejection of the Buyer's Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Closing Date Balance Sheet and thereafter selecting either the Sellers' Proposed Calculations of the Remaining Disputed Items or the Buyer's Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Each of the Buyer and the Sellers agree that they shall be equal bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by the Buyer and one-half by the Sellers; provided, that if the difference between the actual Final Adjustment (as determined in accordance with Section 3(e) hereof) and the Final Adjustment that would have resulted from the use of the proposed calculations of one of the parties hereto (the "Erroneous Party") is more than twice as great as the difference between such actual Final Adjustment and the Final Adjustment that would have resulted from the use of the other party's proposed calculations, the Erroneous Party shall pay all of the fees and expenses of the Independent Accounting Firm. (e) Upon the determination pursuant to Section 3(d) hereof of the Closing Date Balance Sheet and the Closing Date Net Working Capital, the Purchase Price shall be recalculated in accordance with the formula set forth in Section 3(b) hereof using the Closing Date Net Working Capital so determined pursuant to Section 3(d) hereof in lieu of the Calculation Date Net Working Capital used in the Initial Adjustment. If the Purchase Price as adjusted pursuant to this Section 3(e) (the "Final Adjustment") is greater than the Purchase Price as adjusted pursuant to the Initial Adjustment, the Buyer shall be liable to pay, and shall pay, the Sellers their respective Pro Rata Shares of the amount of such adjustment and, with respect to any Receivable described difference in clause (b) of the preceding sentence, shall equal either (i) cash. If the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior as adjusted pursuant to the Effective Date, the principal balance of such Receivable. The amount of any Credit Final Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which less than the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit as adjusted pursuant to the Excess Funding AccountInitial Adjustment, the Sellers shall be liable to pay, and shall pay, the Buyer the amount of such difference in cash (with the liability of the each of the Sellers therefor being joint and several). Any such payment shall be made within ten (10) days after the determination of the Final Adjustment pursuant to this Section 3(e).

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward For purposes of determining adjustments to the Purchase Price on the Closing Date and the amount of any Receivable cash to be delivered at the Closing in accordance with Section 1.4 hereof, such adjustments, including without limitation the value of the Operating Inventory, shall be made initially on or prior to the Closing Date using the Hospital's latest regularly prepared balance sheet (ithe "Interim Balance Sheet"). Such initial calculations shall be set forth on a schedule delivered by Seller to Buyer with a copy of the Interim Balance Sheet not less than three (3) because days prior to the Closing. Such schedule shall also include an itemization of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or Cath Lab Expense together with supporting documentation thereof. (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargeSubject to the provisions of Section 1.5(d) below, then within forty-five (45) days after the Closing Date, the parties shall make final adjustments to the Purchase Price (the "Post Closing Adjustments"). Within thirty (30) days after the Closing, Seller shall be reduced furnish to Buyer a balance sheet of the Hospital as provided below of the close of business on the Closing Date (a the "Credit AdjustmentClosing Balance Sheet"). The amount of such Credit Adjustment with respect Closing Balance Sheet will be used to determine any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal final adjustments to the amount of such adjustment and, with respect Purchase Price relating to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) Prepaid Expenses as of the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or Closing Date; (ii) in Buyer's assumption of the case Assumed Liabilities; and (iii) prorations contemplated hereby. The determination of any Receivable that was deemed Operating Inventory shall be made pursuant to have been sold to Purchaser by RPA Seller (c) below. (c) Within three business days prior to the Effective DateClosing Date (or on such later date as Seller and Buyer shall agree), Seller, at its sole cost and expense, shall conduct a physical inventory of the principal balance inventory and supplies on hand at the Hospital as of such Receivabledate and shall prepare a schedule thereof (Schedule 1.5(c)) indicating the value of Operating Inventory as of such date. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.give Buyer at least three (3) business

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount The Cash Adjustment portion of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced adjusted at Closing as provided below follows: (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following: (1) the value of any oil in storage above the pipeline connection as of the Effective Time and not previously sold by Seller that is attributable to the Interests, such value to be the actual amount received by Seller. (2) the amount of all expenditures; rentals and other charges; ad valorem, property, production, excise, severance and similar taxes based upon or measured by the ownership of property or the production of hydrocarbons or the receipt of proceeds therefrom; expenses billed under applicable operating agreements and, in the absence of an operating agreement, expenses of the sort customarily billed under such Credit Adjustment agreements paid by the Seller in connection with respect the operation of the Interests, attributable to the period after the Effective Time and paid before Closing, which shall be evidenced by ▇▇▇▇▇▇▇▇, statements or other like written evidence; (3) an amount equal to all prepaid expenses attributable to the Interests that are paid by or on behalf of Seller that are attributable to the period after the Effective Time and paid before Closing, including without limitation cash calls for ▇▇▇▇▇ to be drilled in accordance with the Contracts; (4) any Receivable other amount agreed upon by Seller and Buyer; and (b) The Purchase Price shall be adjusted downward by the following: 3 (1) proceeds received by Seller before Closing attributable to the Interests that are attributable to production sold from and after the Effective Time and received by Seller before Closing; (2) an amount equal to the sum of all Title Defect adjustments; (3) any other amount agreed upon by Seller and Buyer. (c) In the event of Cash Adjustment of the purchase price required by Sections 2.2(a) or (b), the net amount of any such adjustments shall be determined and Buyer shall pay to Seller, or Seller shall pay to Buyer, as appropriate, the net amount of any Cash Adjustment, to be paid at the Closing or, as described in clause (aSections 8.3(b) and 9.1 not later than 90 days from the Closing Date of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing this Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward At the amount Closing, Purchaser shall have the option, exercised by written notice from Purchaser to Seller delivered at the Closing, subject to Seller's rights under Section 8.2(f), to reduce the value of any Receivable (i) because inventory on the Closing Date Balance Sheet which Purchaser, in its sole discretion, determines to be obsolete or not saleable in the ordinary course of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off business in such amount as uncollectible or (ii) because such Receivable was created Purchaser shall determine in respect its sole discretion and of merchandise which was refused or returned by an accountholder or as Purchaser shall give written notice to which Seller at the accountholder has asserted a counterclaim or defense, or Closing. (b) As soon as practicable and in any Principal Receivable is discovered event no later than ninety (90) days after the Closing Date, Seller shall deliver to Purchaser a consolidated balance sheet of the Company as of the Closing Date, prepared by Servicer as having been created through the Company's independent auditors in accordance with generally accepted accounting principles and on a fraudulent or counterfeit chargebasis consistent with the Audited Financial Statements, then subject to the Purchase Price shall be reduced as provided below reductions pursuant to Section 2.3(a) and excluding any accounts receivable of the company existing on the Closing Date and not collected by the date of such delivery, (a the "Credit AdjustmentCLOSING DATE BALANCE SHEET"). The amount Company shall pay the costs of preparing the Closing Date Balance Sheet. (c) Within thirty (30) days after receipt of the Closing Date Balance Sheet and copies of the workpapers relating thereto, Purchaser shall inform Seller in writing that either the Closing Date Balance Sheet is acceptable or object to the Closing Date Balance Sheet in writing setting forth a specific description of Purchaser's objections (it being agreed that the failure of Purchaser to deliver such written notice to Seller within such thirty (30) day period shall be deemed acceptance by Purchaser). If Purchaser objects as provided above and if Seller does not agree with Purchaser's objections, if any (it being agreed that the failure of Seller to deliver written notice to the Purchaser of Seller's disagreement with Purchaser's objections within thirty (30) days of Seller's receipt of Purchaser's objections shall be deemed acceptance by Seller), or such objections are not resolved on a mutually agreeable basis within thirty (30) days after Seller's receipt of Purchaser's objections, any such disagreement shall be promptly submitted to a mutually acceptable "big-six" accounting firm that has no affiliation with any of Purchaser, Seller or the Company (the "UNAFFILIATED FIRM"). The Unaffiliated Firm shall resolve within thirty (30) days after said Unaffiliated Firm's engagement by the parties the differences regarding the Closing Date Balance Sheet in accordance with generally accepted accounting principles consistently applied and this Agreement. The decision of such Credit Adjustment with respect to Unaffiliated Firm shall be final and binding upon, and its fees, costs and expenses shall be shared equally by, Seller and Purchaser. Seller and Purchaser shall each bear the fees, costs and expenses of its own accountants. Upon resolution of any Receivable adjusted downward as described in clause (a) such dispute, the determination of the preceding sentence, Closing Date Balance Sheet shall be deemed to be final. (d) If the Closing Date Balance Sheet as finally determined pursuant to this Section 2.3 shows that stockholders' equity is less than $8,600,000, then the purchase price shall be reduced through the return to Purchaser of cash in an amount equal to the difference between $8,600,000 and the amount of such adjustment and, with respect to any Receivable described in clause (b) stockholders' equity of the preceding sentence, Company as reflected on the Closing Date Balance Sheet. Such amount shall equal either (i) the Purchase Price paid for such Receivable be promptly returned by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case wire transfer of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds to Purchaser. If the Closing Date Balance Sheet as finally determined pursuant to this Section 2.3 shows that stockholders' equity is greater than $8,600,000, then the purchase price shall be increased through the prompt payment to Seller of cash in an amount equal to 50% of the difference between $8,600,000 and the amount of stockholders' equity of the Company as reflected on or before the date Purchaser is required to make such deposit to the Excess Funding Account.Closing Date Balance Sheet. Such amount shall be paid by wire transfer of immediately available funds to

Adjustments to Purchase Price. During any Monthly PeriodIf adjusted, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below adjusted in accordance with this Section 2.3. (a "Credit Adjustment"). a) The Purchase Price shall be increased by the following amounts (without duplication): (i) The amount of such Credit Adjustment with respect all expenses relating to any Receivable adjusted downward as described in clause the Assets incurred by Seller and attributable to the period from and subsequent to the Effective Date, including (a) all operating expenditures, (b) all capital expenditures, royalty disbursements, and severance and production Tax payments, (c) all prepaid expenses (other than delay rentals due prior to the Effective Date), and (d) all other expenses under applicable operating agreements, participation, production handling, production processing, exploration and development agreements and other similar types of agreements which cover or relate to any of the preceding sentence, shall be Assets (to the extent such expenses are not reimbursed by third parties and to the extent not related solely to the negotiations and consummation of this Agreement); (ii) An amount equal to the market value of all Hydrocarbons in storage above the pipeline connection on the Effective Date that are produced from, attributable to, or otherwise credited to the Assets; and (iii) The amount of such adjustment and, with respect any property or ad valorem Taxes assessed against or related to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price Assets that were paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date but prorated to Buyer in accordance with Article V. (b) The Purchase Price shall be decreased by the following amounts (without duplication): (i) An amount equal to the gross proceeds received by Seller from the sale or disposition of Hydrocarbons produced from, attributable to, or otherwise credited to the Assets from and subsequent to the Effective Date, the principal balance of such Receivable. ; (ii) The amount of any Credit Adjustment may be offset property or ad valorem Taxes assessed against any amounts due from Purchaser to RPA Seller on such day, provided that, subject or related to the following proviso, RPA Seller shall not Assets that will be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling paid by Buyer from and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit subsequent to the Excess Funding AccountEffective Date but prorated to Seller in accordance with Article V; (iii) Reductions due to Defects as provided for in Section 7.2; (iv) Reductions due to denials of consents as specified in Section 8.3; (v) Reductions due to Casualty Loss as provided in Section 11.1; and (vi) Any unpaid joint interest b▇▇▇▇▇▇▇ relating to the Assets and attributable to the period of time prior to the Effective Date.

Adjustments to Purchase Price. During any Monthly PeriodIn addition to the prorations and credits contemplated by Section 7.5 below, if the Purchase Price shall be increased or decreased as follows: (a) Servicer adjusts downward the Purchase Price shall be decreased by the aggregate amount of the Allocated Values of any Receivable Deleted Properties; (b) the Purchase Price shall be increased by the purchase price, as set forth on EXHIBIT A-2 (each, a "Partnership Property Price"), of each Partnership Property that becomes a Property under the terms of Section 1.5 hereof; (c) the Purchase Price shall be increased, with respect to each of the properties identified on EXHIBIT A hereto as "Development Properties" that are not otherwise Deleted Properties or Deferred Properties, by the sum of the following: (i) because of a rebatethe purchase price paid by the Seller for each such Development Property (such purchase prices, refundas agreed by the Buyer and the Seller, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or are set forth on EXHIBIT D hereto), (ii) because the Seller's out-of-pocket third party costs (a summary of such Receivable was created costs to date is set forth on EXHIBIT D hereto), whether expensed or capitalized for financial reporting purposes, for the development of such Development Properties, plus (iii) an amount that would accrue on the amounts set forth in preceding clauses (i) and (ii) at the rate of eleven percent (11%) interest per annum, not compounded, from the date hereof or, if later, the date of expenditure of such costs, through the Closing Date. (d) with respect of merchandise which was refused to the Properties identified on EXHIBIT A hereto as "Fully-Leased Properties" (defined as properties identified on EXHIBIT A hereto as "Fully-Leased Properties" that are not otherwise Deleted Properties or returned by an accountholder or as Deferred Properties), if at Closing there exists any rentable square footage that is not subject to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit chargeFully-Paying Executed Lease, then the Purchase Price shall be reduced adjusted as provided below follows (a "Credit Adjustment"). The amount of in each case other than any such Credit Adjustment with respect to any Receivable adjusted downward as described in clause amounts for which the Buyer has been compensated under Section 4.1, 4.2, 4.3 or 4.4): (ai) of the preceding sentence, shall be equal to the amount of such adjustment andfirst, with respect to any Receivable described Non-Paying Lease in clause (b) effect at Closing at a Fully-Leased Property, the Purchase Price shall be decreased by the amount of the preceding sentencePayment Reduction that will apply with respect to periods after the Closing Date, but in no event more than six (6) months; and (ii) second, with respect to any rentable square footage at a Fully-Leased Property that is not subject to a Fully-Paying Executed Lease or a Non-Paying Lease at Closing, the Purchase Price shall equal either be decreased by the sum of the following items from EXHIBIT E applicable to any of such square footage: (A) pro forma tenant improvements per square foot, (B) leasing commissions per square foot, and (C) six (6) months pro forma base rent per square foot, operating expenses, taxes and assessments that would otherwise be payable by a tenant of such space. (e) with respect to the Property identified on EXHIBIT A hereto as the "Spectrum" (the "Spectrum") (as long as such property is not otherwise a Deleted Property or a Deferred Property), if at Closing the aggregate square footage subject to a Fully-Paying Executed Lease is less than 95% of the total rentable square footage at the Spectrum (such shortfall, the "Spectrum Leased Space Shortfall" (e.g., if the square footage subject to a Fully-Paying Executed Lease is 91% of the total rentable square footage, the Spectrum Leased Space Shortfall shall be 4% of the total rentable square footage)), then the Purchase Price shall be adjusted as follows (in each case other than any such amounts for which the Buyer has been compensated under Section 4.1, 4.2, 4.3 or 4.4): (i) first, with respect to any square footage, up to the number of square feet in the Spectrum Leased Space Shortfall, that is subject to a Non-Paying Lease in effect at Spectrum at Closing, the Purchase Price paid for shall be decreased by the amount of the Payment Reduction attributable to such Receivable by Purchaser square footage that will apply with respect to RPA Seller periods after the Closing Date, but in no event more than six (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser6) or months; and (ii) in second, if the case of any Receivable that was deemed square footage subject to have been sold to Purchaser by RPA Seller prior to Non-Paying Leases is less than the Effective DateSpectrum Leased Space Shortfall (such shortfall, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day"Spectrum Vacant/Delinquent Space" (e.g., provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result noted above, the Spectrum Leased Space Shortfall is 4% of total rentable square footage and the square footage subject to Non-Paying Leases is 3% of the occurrence of any event giving rise to a Credit Adjustmenttotal rentable square footage, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 Spectrum Vacant/Delinquent Space shall be 1% of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreementtotal rentable square footage)), RPA Seller shall pay Purchaser the amount by which then the Purchase Price would shall be reduced in immediately available funds on or before decreased by the date Purchaser is required to make such deposit sum of the following items from EXHIBIT E applicable to the Excess Funding Account.Spectrum Vacant/Delinquent Space: (A) pro forma tenant improvements per square foot, (B) leasing commissions per square foot, and (C) six (6) months pro forma base rent per square foot,

Adjustments to Purchase Price. During any Monthly PeriodSection 2.02(f) is hereby amended as follows: On each Business Day after the Initial Purchase Date and prior to December 31, if 1996, the Seller shall (aor shall cause the Servicer to) Servicer adjusts downward report the amount of Dilution which occurred with respect to such Seller's Receivables on the prior Business Day, and the Dilution Adjustment owing on account of such Dilution, and the Dilution Adjustment shall be deducted from the applicable Purchase Price which would, but for this Section 2.02(f), otherwise be payable to such Seller on such date. On each Business Day on or after January 1, 1997, the Seller shall (or shall cause the Servicer to) report the amount of Dilution and Discount which occurred with respect to such Seller's Receivables on the prior Business Day, and the Dilution Adjustment and Discount Adjustment owing on account of such Dilution and Discount, respectively, and the sum of the (A) the Dilution Adjustment, plus (B) the Discount Adjustment shall be deducted from the applicable Purchase Price which would, but for this Section 2.02(f), otherwise be payable to such Seller on such date. If any Receivable Dilution on any Business Day relates to goods which are returned to a Seller or repossessed by a Seller, then, concurrently with payment of such Dilution Adjustment (whether through offset or otherwise), Finco shal▇ ▇▇▇ign and transfer to the Seller, without any further action or consideration, all of Finco's ri▇▇▇, ▇▇tle and interest in and to such returned or repossessed goods. In addition, if, on the Business Day immediately preceding any date that the Seller reports the amount of Dilution and/or Discount, Finco has (▇) ▇otified the Seller that any Receivables previously sold to Finco unde▇ ▇▇▇s Agreement have been discovered to have been Noncomplying Receivables at the time of sale and (b) requested that the Seller pay to Finco a No▇▇▇▇▇lying Receivables Adjustment on account of such Noncomplying Receivables, then any such Noncomplying Receivables Adjustment payable by the Seller shall also be credited against the applicable Purchase Price which would, but for this Section 2.02(f), otherwise be payable to the Seller on such date. If the sum of the applicable (i) because of a rebateDilution Adjustment, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or plus (ii) because such Receivable was created in respect of merchandise which was refused on or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defenseafter January 1, or 1997, Discount Adjustment, plus (biii) any Principal Receivable is discovered Noncomplying Receivables Adjustment payable by Servicer the Seller on any date exceeds the applicable Purchase Price otherwise owing to the Seller, Finco shal▇ ▇▇▇ly such excess to reduce the principal amount outstanding under the applicable Short- Term Note and, in the event the principal outstanding under such Short-Term Note has been reduced to zero, as having been created through a fraudulent or counterfeit charge, then credit against the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount otherwise payable for future purchases of Receivables from the Seller; provided, however, that if any such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Datecredit is not fully utilized within five Business Days, the principal balance of such Receivable. The Seller shall pay to Finco the ▇▇▇▇▇ning amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller such credit on such day, provided that, subject to the next following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period Business Day in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountcash.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as All adjustments to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced made (i) in accordance with the terms of this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable, in accordance with GAAP and C▇▇▇▇ (provided, however, in the event of any conflict between GAAP and C▇▇▇▇, GAAP shall control), as provided below consistently applied by the Company Group prior to Closing in a manner consistent with the audited Company Financial Statements and Schedule WC, as applicable (a "Credit Adjustment"the “Accounting Principles”) and (ii) without duplication. For the avoidance of doubt, no item that is included in or taken into account in the determination of the calculation of Effective Time Working Capital shall be the subject of any duplicative adjustment to the Purchase Price pursuant to Section 2.4(a). When available, actual figures will be used for the adjustments to the Purchase Price at Closing. To the extent actual figures are unavailable at Closing, Sellers’ good faith estimates will be used at Closing subject to final adjustments in accordance with the terms hereof. The Purchase Price shall be increased or decreased, without duplication, as follows (as so adjusted, the “Adjusted Purchase Price”): (i) decreased by the Agreed Adjustment, if applicable; (ii) decreased, after Closing, based on the result of any Defect Dispute under Section 12.11, if applicable; (iii) increased, by an amount equal to the aggregate amount, if any, of all Cash and Cash Equivalent capital contributions made after the Effective Time by a Seller to any Company Group Member; (iv) decreased by the aggregate amount of any Leakage; (v) decreased by the absolute value of any Working Capital Shortfall; (vi) increased by the absolute value of any Working Capital Surplus; (vii) increased by the aggregate amount of any Effective Time Cash; (viii) decreased by (A) the aggregate amount of any Effective Time Indebtedness and (B) the aggregate amount of any Seller Debt Service Amounts, to the extent such Seller Debt Service Amounts are paid or satisfied by a Company Group Member on or after the Effective Time (but excluding, for clarity, Seller Debt Service Amounts that are paid off at the Closing from the proceeds of the Closing Payment or from the Existing Credit Adjustment Agreement Payoff Amount); (ix) increased by the aggregate amount of any Indebtedness for borrowed money, to the extent incurred after the Effective Time and prior to Closing (the “Post-Effective Time Indebtedness), and then only to the extent such amounts are paid or satisfied from the Existing Credit Agreement Payoff Amount, but excluding any Seller Debt Service Amounts; (x) increased or decreased with respect to certain Hedge Losses or Hedge Gains as follows: (A) decreased, by an amount equal to aggregate amount of all Hedge Losses and any other costs, fees or expenses attributable to any Company H▇▇▇▇▇ paid or payable by any Company Group Member on or after the Effective Time, excluding any payments made at the Closing from the proceeds of the Closing Payment; (B) increased, by an amount equal to the aggregate amount of Hedge Gains attributable to the existing Company H▇▇▇▇▇ that are actually paid to or actually received by any Company Group Member on or after the Effective Time; (xi) if applicable, increased or decreased with respect to Excluded Assets as follows: (A) increased, by an amount equal to the aggregate amount of Cash and Cash Equivalents actually received by a Company Group Member during any period from and after the Effective Time to the extent attributable to or earned from any Excluded Assets; (B) decreased, by the amount of all Property Costs and other costs and expenses, including all prepaid costs and expenses, in each case, that are incurred or paid by any Company Group Member from and after the Effective Time in connection with the ownership or operation of the Excluded Assets (including, the disposition, assignment, distribution or other transfer of from and after the Effective Time); (xii) increased or decreased with respect to certain Taxes as follows: (A) increased, by (1) the amount of all Post-Effective Time Company Taxes that are paid or otherwise economically borne by any Seller, its Affiliates (other than the Company Group) or any Seller’s direct or indirect owners, and (2) the amount of all Post-Effective Time Company Taxes that are paid or otherwise economically borne by the Company Group prior to the Effective Time; (B) decreased, by (1) the amount of all Pre-Effective Time Company Taxes that are paid or otherwise economically borne by Purchaser, its Affiliates or any of Purchaser’s direct or indirect owners, and (2) the amount of all Pre-Effective Time Company Taxes that are (i) paid or otherwise economically borne by the Company Group after the Effective Time but prior to the Closing Date or (ii) unpaid as of the Closing Date; (xiii) decreased by the amount of Company Transaction Expenses (A) paid by any Company Group Member after the Effective Time and prior to the Closing or (B) that remain outstanding and the obligation of any Company Group Member as of the Closing (to the extent not satisfied in full out of the proceeds of the Closing Payment); and (xiv) increased or decreased by any other amount agreed upon in writing prior to Closing by S▇▇▇▇▇▇ and Purchaser. (b) Notwithstanding anything herein to the contrary, in determining any Working Capital Surplus or Working Capital Shortfall, the following shall apply with respect to the definitions of Working Capital Assets and Working Capital Liabilities, as applicable: (i) The following shall be deemed to be Working Capital Assets (without duplication or limitation): (A) the amount of all pre-paid Property Costs paid by or on behalf of Company Group prior to the Effective Time that are attributable to the ownership of the Assets after the Effective Time that have not been reimbursed or repaid prior to the Effective Time, including such amounts that are (1) bond and insurance premiums and deductibles paid or borne by or on behalf of Company Group with respect to any Receivable adjusted downward period after the Effective Time (prorated as described applicable), (2) Burdens, (3) cash calls to Third Party operators attributable to operations from and after the Effective Time, (4) bonus, lease extensions, rentals and other lease maintenance payments not due or payable until after the Effective Time, (5) annual registration fees or well registration fees attributable to any period after the Effective Time (prorated as applicable) and (6) Property Costs incurred and paid prior to the Effective Time with respect to development operations that were anticipated to be incurred after the Effective Time pursuant to Schedule 2.4, but excluding, for the avoidance of doubt (x) any Company Transaction Expenses and (y) any amounts that would constitute “Leakage”; (B) Company Group’s entitlement to any Hydrocarbons in clause tanks or storage facilities to the extent above the load line (aexcluding linefill) produced from or credited to the Assets at the Effective Time, based upon the quantities in tanks or storage facilities that are (x) upstream of the preceding sentencepipeline connection or (y) upstream of the sales meter, shall be equal as applicable, as of the Effective Time, multiplied by the applicable Settlement Price, in each case, net of any Specified Hydrocarbon Deductions; (C) unpaid proceeds, receivables and amounts earned as of the Effective Time from the sale of Hydrocarbons produced from or attributable to the amount Oil and Gas Properties, in each case, net of such adjustment andany Specified Hydrocarbon Deductions, and any other unpaid amounts receivables earned by or owed to the Company Group (except with respect to any Receivable described Excluded Assets), in clause each case during any period before the Effective Time; (bD) if any Company Group Member thereof is the operator under an operating agreement covering any of the preceding sentenceAssets or assets then owned by Company Group, shall an amount equal either (i) to the Purchase Price Property Costs and other costs and expenses paid for such Receivable before the Effective Time by Purchaser to RPA Company Group, any Seller (including or any portion thereof deemed to be a borrowing under of their Affiliates on behalf of the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller other joint interest owners without reimbursement prior to the Effective DateTime (including through netting of revenues paid to such joint interest owners) that are attributable to periods after the Effective Time, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such dayin each case, provided that, subject only to the following provisoextent that such costs and expenses are permitted to be charged to such joint interest owners under the applicable joint operating agreement, RPA Seller shall not be obligated to make any cash payment production sharing agreement or similar Contract; and (E) with respect to a Credit Adjustment until any Imbalances where Company Group is underproduced as to Hydrocarbons or has overdelivered Hydrocarbons, an amount equal to the Distribution Date following the Monthly Period in which aggregate cash amount owed by Third Parties to Company Group for such Credit Adjustment arose; provided, further, that if, Imbalances as a result of the occurrence Effective Time if the applicable Contract governing such Imbalance requires cash balancing or, if cash balancing is not required under such applicable Contract, on the basis of the applicable Settlement Price. (ii) The following shall be deemed to be Working Capital Liabilities (without duplication or limitation): (A) the amount of all Property Costs payable by any Company Group Member that are unpaid as of the Effective Time (or that are paid by any Company Group Member after the Effective Time or netted out of revenues produced from or attributable to the Assets after the Effective Time) with respect to the Assets that are attributable to periods prior to the Effective Time, including Property Costs incurred and paid on or after the Effective Time with respect to development operations that were anticipated to be incurred prior the Effective Time (irrespective of whether a specific dollar amount is allocated to such operations on Schedule 2.4), pursuant to Schedule 2.4; and (B) with respect to any Imbalances where Company Group is overproduced as to Hydrocarbons or has underdelivered Hydrocarbons, an amount equal to the aggregate cash amount owed by Company Group to Third Parties for such Imbalances as of the Effective Time if the applicable Contract governing such Imbalance requires cash balancing or, if cash balancing is not required under such applicable Contract, on the basis of the applicable Settlement Price. (c) All adjustments and payments made pursuant to this Section 2.4 shall be without duplication of any event giving rise other amounts paid or received under this Agreement. (d) For purposes of allocating Hydrocarbon production (and accounts receivable with respect thereto), (1) liquid Hydrocarbons shall be deemed to a Credit Adjustment, Purchaser is required to deposit funds be “from or attributable to” the Oil and Gas Properties when they are produced into the Excess Funding Account pursuant tank batteries related to Section 4.03 each Well and (2) gaseous Hydrocarbons shall be deemed to be “from or attributable to” the Oil and Gas Properties when they pass through the delivery point sales meters or similar meters at the point of entry into the pipelines through which they are transported. The Parties shall use reasonable interpolative procedures to arrive at an allocation of Hydrocarbon production when exact meter readings, gauging or strapping data are not available. (e) Surface use or damage fees and other Property Costs that are paid periodically (including deficiency or shortfall payments pertaining to minimum volume commitments or similar requirements that accrue on a periodic basis (e.g., quarterly, semi-annually or annually)) shall be prorated based on the number of days in the applicable period falling on or before, or after, the Effective Time. (f) In determining the amount of the Pooling Working Capital Assets, oil country tubular goods, spare parts, backup tangible inventory and Servicing Agreement or Section 3.09 other inventory that are booked under GAAP as property, plant and equipment, materials and supplies, other assets and current assets associated with discontinued operations shall be valued, in each case, based on the applicable fair market value of such assets and property as of the Transfer Effective Time. For purposes of this Section 2.4, “earned” and Servicing Agreement, RPA Seller “incurred,” shall pay Purchaser be interpreted in accordance with accounting recognition guidance under the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountAccounting Principles.

Adjustments to Purchase Price. During any Monthly PeriodAt Closing, if appropriate adjustments to the Purchase Price will be made as follows: (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced as provided below adjusted upward by: (a "Credit Adjustment"i) Charges paid by Seller for Seller's working interest percentage share of charges imposed by the applicable operating agreements and the COPAS exhibits attached the▇▇▇▇ from the Effective Time to Closing. Any such charges for expenditures hereunder shall be subject to applicable limitations of Section 6.4(f). It is the intention of the parties that the effect of this subsection (i) shall be that Purchaser shall not be responsible for charges to the extent they are reimbursable to Seller from third parties under applicable joint operating agreements; (ii) any amounts determined to be due Seller pursuant to Sections 11.5, 11.6 and 11.7 hereof; and (iii) any other amount agreed upon in writing by Seller and Purchaser. (b) The amount of such Credit Adjustment with respect to any Receivable Purchase Price shall be adjusted downward as described in clause by: (ai) of the preceding sentence, shall be an amount equal to the amount of proceeds derived from the sale of oil and gas, net of royalties and severance taxes paid by or on behalf of Seller, received by Seller and attributable to the Assets which are, in accordance with generally accepted accounting procedures, attributable to the period of time after the Effective Time; (ii) the amount of the proceeds received by Seller from the disposition of all or any portion of the Assets (with the prior written consent of the Purchaser as provided herein); provided, however, such adjustment andamounts shall not include the Purchase Price received by Seller pursuant to Section 2.1; (iii) such reduction due to Title Defects as provided in Sections 3.6, 3.6.1, 3.7, and 3.8 herein; (iv) all amounts due or the market value of oil and gas owed by Seller to third parties as of the Effective Time under contracts with respect to any Receivable described in clause (b) imbalances existing at the Effective Time, such value to be determined by Seller and Purchaser, including any severance taxes and royalties paid thereon, as of the preceding sentenceEffective Time; (v) an amount equal to all expenditures, shall equal either liabilities and costs relating to the Properties (iincluding, without limitation, all ad valorem, property, production, windfall profit, severance and similar taxes, but excluding income taxes) that are unpaid as of the Purchase Price paid Closing and assessed for such Receivable by Purchaser or attributable to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case periods of any Receivable that was deemed to have been sold to Purchaser by RPA Seller time prior to the Effective DateTime regardless of how such taxes, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such dayexpenditures, liabilities and costs are calculated provided that, subject that to the following proviso, RPA Seller shall extent the actual amounts cannot be obligated determined prior to make any cash payment the agreement of Purchaser and Seller with respect to the Preliminary Statement, a Credit Adjustment until the Distribution Date following the Monthly Period in which reasonable estimate of such Credit Adjustment arose; providedtaxes, furtherexpenditures, that if, as a result of the occurrence of liabilities and costs shall be used; (vi) any event giving rise amounts determined to a Credit Adjustment, be due Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling Sections 11.5, 11.6 and Servicing Agreement or Section 3.09 of the Transfer 11.7 hereof; and (vii) any other amount agreed upon in writing by Seller and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountPurchaser.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced subject to possible adjustments (the "Purchase Price Adjustments"), which are described in, and the respective amounts of which shall be determined in accordance with the terms and provisions of, SCHEDULE 2.3 hereof, which terms and provisions have been agreed upon by the parties hereto, and by this reference, are incorporated herein and made an integral part of this Agreement. Buyer shall arrange for KPMG Peat Marwick LLP, independent certified public accountants ("Peat Marwick"), to determine such Purchase Price Adjustments, to the extent necessary, as provided below in SCHEDULE 2.3 hereto. Any increase or reduction in the Purchase Price as a result of any Purchase Price Adjustment shall be effectuated in the manner set forth in SCHEDULE 2.3 and shall be allocated among the Sellers in accordance with the respective Proportionate Share of each Seller as set forth on SCHEDULE 2.1. Notwithstanding the foregoing, immediately prior to Closing, the parties shall prepare an estimate of Closing Date Indebtedness (a "Credit Adjustment"as that term is defined in SCHEDULE 2.3). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) If the estimate of the preceding sentenceClosing Date Indebtedness is less than $8,200,000, then, the Closing Date Cash Payment shall be equal to increased by the difference between $8,200,000 and such estimate. If, on the other hand, the estimate of Closing Date Indebtedness exceeds $8,200,000, then, the Closing Date Cash Payment shall be reduced by the amount of such excess. Any such adjustment and, to the Closing Date Cash Payment (which also shall constitute an adjustment to the Purchase Price) shall be documented in a written instrument executed and delivered by the parties at Closing concurrently with respect to any Receivable described in clause (b) the payment of the preceding sentenceClosing Date Cash Payment, as so adjusted, and shall equal either (i) be taken into account when Closing Purchase Price Adjustments are determined and effectuated pursuant to SCHEDULE 2.3 so that the Purchase Price paid is not adjusted more than once for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountsame item.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced as provided below adjusted in accordance with this Section 2.3. 2.3.1 The Purchase Price shall be increased by the following amounts (a "Credit Adjustment"). without duplication): 2.3.1.1 The amount of such Credit Adjustment with respect all expenses relating to any Receivable adjusted downward as described in clause the Assets incurred by Seller and attributable to the period after the Effective Date, including (a) all operating expenditures, (b) all capital expenditures, royalty disbursements, and severance and production tax payments, (c) all prepaid expenses paid by Seller and attributable to the period after the Effective Date (other than delay rentals due prior to the Effective Date), and (d) all other expenses under applicable operating agreements, participation, production handling, production processing, exploration and development agreements and other similar types of agreements which cover or relate to any of the preceding sentence, shall be Assets between Seller and Buyer or any other unaffiliated third party (to the extent not reimbursed by other parties and to the extent not related solely to the negotiations and consummation of this Agreement); 2.3.1.2 An amount equal to the market value of all hydrocarbons in storage above the pipeline connection on the Effective Date that are produced from, attributable to, or otherwise credited to the Assets; 2.3.1.3 The amount of such adjustment and, with respect any property or ad valorem taxes assessed against or related to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price Assets that were paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date but prorated to Buyer in accordance with Section 5; 2.3.1.4 Under-delivered Hydrocarbon Imbalances; and 2.3.1.5 Any other amount agreed upon by Seller and Buyer. 2.3.2 The Purchase Price shall be decreased by the following amounts: 2.3.2.1 An amount equal to the gross proceeds received by Seller from the sale of Hydrocarbons produced from, attributable to, or otherwise credited to the Assets after the Effective Date, the principal balance of such Receivable. ; 2.3.2.2 The amount of any Credit Adjustment may be offset property or ad valorem taxes assessed against any amounts due from Purchaser to RPA Seller on such day, provided that, subject or related to the following proviso, RPA Assets that will be paid by Buyer after the Effective Date but prorated to Seller shall not be obligated in accordance with Section 5; 2.3.2.3 Reductions due to make any cash payment with respect Defects as provided for in Section 7.4; 2.3.2.4 Reductions due to a Credit Adjustment until the Distribution Date following the Monthly Period Casualty Loss as provided in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit 11.1; 2.3.2.5 Any unpaid joint interest billings relating to the Excess Funding AccountAssets and attributable to the period of time prior to the Effective Date; 2.3.2.6 Over-delivered Hydrocarbon Imbalances; and 2.3.2.7 Any other amount agreed upon by Seller and Buyer.

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price for the Assets shall be adjusted as follows with all such amounts being determined in accordance with generally accepted accounting principals and Council of Petroleum Accountants Society (▇▇▇▇▇) standards: (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted upward by the following (“Seller’s Credits”): (1) the value of (i) all Inventory Hydrocarbons, such value to be based upon the existing contract price for crude oil in effect as provided below (a "Credit Adjustment"). The amount of the Effective Time, less severance taxes, transportation fees and other fees deducted by the purchaser of such Credit Adjustment with respect oil, such oil to any Receivable adjusted downward as described in clause (a) be measured at the Effective Time by the operators of the preceding sentence, shall be equal to Assets; (2) the amount of such adjustment andall direct expenditures, with respect production expenses, operating expenses, capital expenses, and all other expenditures attributable to any Receivable described the Assets and incurred and paid by or on behalf of Seller in clause (b) the ordinary course of owning and/or operating the Assets and attributable to the period from the Effective Time to the Closing Date, provided, however, this provision shall be subject to Section 11.1 after the execution of the preceding sentence, shall Agreement through the Closing Date; (3) an amount equal either (i) the Purchase Price to all prepaid expenses that are actually paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case on behalf of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Initial Closing Date in the ordinary course of owning and/or operating the Assets as heretofore owned and/or operated and attributable to the Assets and allocable to any period after the Effective DateTime; (4) an amount equal to the sum of any upward adjustments provided elsewhere in this Agreement; and (5) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (b) The Purchase Price shall be adjusted downward by the following (“Buyer’s Credits”): (1) the amount of gross proceeds received by or credited to Seller that are attributable to the sale of any Hydrocarbon production from the Assets for any period of time after the Effective Time net of all applicable production related taxes and royalties paid by or on behalf of Seller; (2) the amount of all unpaid ad valorem, property, production, excise, severance and similar taxes and assessments (but not including income taxes), which taxes and assessments become due and payable or accrue to the Assets prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax period in question; otherwise, the principal balance of such Receivable. The amount of any Credit Adjustment may the adjustment under this paragraph shall be offset computed based upon such taxes assessed against any amounts due from Purchaser to RPA Seller on such daythe applicable portion of the Assets for the immediately preceding tax period just ended; (3) the Escrow Deposit, provided that, subject and all accrued interest thereon; (4) an amount equal to the following proviso, RPA sum of any downward adjustments provided elsewhere in this Agreement; and (5) any other amount agreed upon by Seller and Buyer in writing prior to Closing. (c) Seller shall not be obligated prepare and deliver to make any cash payment with respect Buyer, at least five (5) business days prior to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; providedClosing, further, that if, as a result Seller’s estimate of the occurrence of any event giving rise adjusted Purchase Price to be paid at Closing, together with a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 preliminary statement setting forth Seller’s estimate of the Pooling and Servicing Agreement or Section 3.09 amount of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which each adjustment to the Purchase Price would to be reduced made pursuant to this Section 3.3. The Parties shall negotiate in immediately available funds good faith and attempt to agree on or before such estimated adjustments prior to Closing. In the date Purchaser is required event any estimated adjustment amounts are not agreed upon prior to make Closing, the estimate of the adjusted Purchase Price for purposes of Closing shall be calculated based on Seller’s and Buyer’s agreed upon estimated adjustments and Seller’s good faith estimate of any disputed amounts (and any such deposit to disputes shall be resolved by the Excess Funding AccountParties in connection with the resolution of the Final Settlement Statement).

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Notwithstanding anything to the amount of any Receivable contrary herein provided, the Purchaser shall have the absolute right to reduce the Purchase Price should the Company's stockholders' equity as at April 30, 1999, as shown on financial statements prepared by the Company in accordance with GAAP and consistent with the Audited Financial Statements (ithe "1999 Financial Statements"), not equal or exceed $1,400,000 (the "Minimum Equity Level") because of a rebateand/or the Company's after tax earnings as shown on the 1999 Financial Statements not equal or exceed $600,000 (the "Minimum Earnings Level"). For these calculations, refundno additional corporate overhead shall be allocated to the Company. For each dollar the Company's stockholders' equity is below the Minimum Equity Level, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the aggregate Purchase Price shall be reduced as provided by one dollar. For each dollar the Company's after-tax earnings is below (a "Credit Adjustment")the Minimum Earnings Level, the aggregate Purchase Price shall be reduced by six dollars. The amount Purchase Price shall be so reduced by first reducing the Company's obligations under the subordinated promissory notes, for each Seller in proportion to the whole and, if necessary, by then reducing the Company's obligations to deliver the HLM Stock, again for each Seller in proportion to the whole. The parties hereto agree to enter into any and all amendments, filings and agreements as may be necessary to document and communicate any such reduction in the Purchase Price. (b) Further, the Purchaser shall have the absolute right to reduce the Purchase Price should an audit of the Company's activities under the Southwestern ▇▇▇▇ Telephone Company agreement dated as of November 26, 1996 be undertaken for any period prior to the Closing Date and should such audit result in there being a final determination and request for reimbursement by Southwestern ▇▇▇▇, or an admission by the Company, of an aggregate overstatement of revenue by the Company for any and all periods prior to the Closing Date of more than $140,000. In that event, there shall be a reduction in the aggregate Purchase Price as hereinafter provided and an offset in the same manner as set forth in Section 7.5(a) hereof. For each dollar of overstatement in excess of $140,000, the aggregate Purchase Price shall be reduced by six dollars. Notwithstanding the foregoing, in the event any such overstatement arises from the actions of any third party, then to the extent the Company recovers any portion or all of such Credit Adjustment overstatement from such third party, the aggregate Purchase Price shall not be reduced with respect to the amount so recovered (net of any Receivable adjusted downward as described expenses incurred by the Company in clause (a) recovering such amount). In the event such reduction has already occurred prior to the recovery of the preceding sentencesuch amount, then such reduction shall be equal reversed with respect to the amount so recovered (net of such adjustment and, with respect to any Receivable described in clause (bapplicable expenses) and each of the preceding sentence, Sellers shall equal either (i) the Purchase Price be paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make have otherwise been paid had such deposit to the Excess Funding Accountreduction not occurred.

Adjustments to Purchase Price. During any Monthly Period(i) As part of the Buyer's due diligence, if the Buyer, at Buyer's sole cost and expense, shall engage the R▇▇▇▇ ▇. ▇▇▇▇▇ petroleum engineering firm to review those certain reserve reports of Netherland, S▇▇▇▇▇ & Associates dated as of June 1, 2005 (atogether with the underlying documentation, the "NS Reports"), true and correct copies of which are attached hereto as Exhibit F. If the report of such firm (the "Buyer's Report") Servicer adjusts downward concludes that the amount of any Receivable total oil and natural gas reserves in place under the properties covered by the NS Reports (excluding the non-Illinois and Indiana Properties) as of June 1, 2005, was lower than the amount of such reserves (converting in each case all volumes of natural gas to Boe's) reflected in the NS Reports as of June 1, 2005 by more than 10%, then the Buyer must deliver the Buyer's Report to the Sellers no later than sixty (60) days following the execution of this Agreement. (A) Upon delivery of the Buyer's Report to Sellers, Sellers shall have ten (10) business days to notify the Buyer in writing whether Sellers (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible agree with Buyer's Report or (ii) because disagree with Buyer's Report (the "Disagreement Notice") and the grounds for such Receivable was created disagreement. Failure of the Sellers to notify the Buyer within said 10-day time period shall constitute acceptance by Sellers of the Buyer's Report. (B) Upon receipt of a timely Disagreement Notice from the Sellers, Buyer and Sellers shall attempt in good faith to resolve any disagreements with respect to discrepancies between the NS Reports and the Buyer's Report. If, after ten (10) business days, the Buyer and the Sellers have not satisfactorily resolved any disagreements, then R▇▇ Energy and the Buyer shall use their best efforts to select a third independent engineering firm to review the NS Report, using the same parameters set forth above. If, by that date that is fifteen (15) business days following the date that Buyer and Sellers commenced to resolve their disagreements regarding the NS Reports and the Buyer's Report, R▇▇ Energy and the Buyer shall not have selected such a third independent engineering firm, then Netherland, S▇▇▇▇▇ & Associates and the R▇▇▇▇ ▇. ▇▇▇▇▇ firm shall mutually select a third independent engineering firm to review the NS Report, applying the same parameters set forth above. The report of merchandise which was refused or returned by an accountholder or as this third independent engineering firm shall be binding on the Buyer and the Sellers. (C) If Buyer shall have timely delivered a Buyer's Report to which Sellers, then, in the accountholder has asserted event (i) Sellers agree with the Buyer's Report, (ii) fail to deliver a counterclaim or defense, timely Disagreement Notice to Buyer or (biii) any Principal Receivable the report of the third independent engineering firm indicates an amount of total oil and natural gas reserves that is discovered by Servicer lower than the amount of reserves reflected in the NS Report as having been created through a fraudulent or counterfeit chargeof June 1, 2005 (converting in each case all volumes of natural gas to Boe's) and such discrepancy is in excess of 10%, then the cash portion of the Purchase Price shall be reduced as provided below by $3,658,500 (a "Credit Adjustment"unless this Agreement is terminated pursuant to sub-paragraph (D) below). The amount . (D) If such discrepancy is greater than 15%, then Buyer shall have the right to terminate this Agreement by giving written notice to the other within ten days after occurrence of such Credit Adjustment with respect to any Receivable adjusted downward as the event described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) of sub-paragraph 2(f)(i)(C) above or receipt of the report of the third engineering firm referred to in clause (iii) of sub-paragraph 2(f)(i)(C) above. (E) The Parties each acknowledge that the NS Reports reflect oil and gas reserves for properties of Penn-Tex Resources located outside of the States of Illinois and Indiana (the "Non-Illinois and Indiana Properties") and that the Non-Illinois and Indiana Properties were sold and transferred by PennTex Resources to a third party in October 2005. The parties acknowledge that the Acquired Assets to be purchased by the Buyer from PennTex Resources consists of Oil and Gas Assets located in the case states of Illinois and Indiana and that there will be no adjustment to the Purchase Price for discrepancies in the NS Reports resulting from the sale of the Non-Illinois and Indiana Properties. (ii) Within sixty (60) days after the Closing, Sellers and Buyer shall effect a post-closing accounting pursuant to which Buyer will account to Sellers for and pay over or assign and transfer (or cause R▇▇ Energy or PennTex Illinois to pay over or assign or transfer) to Sellers (other than R▇▇ Energy or PennTex Illinois, and as Sellers may direct): (A) any Cash of any Receivable of Sellers in existence at the Effective Time that was deemed is in the possession of Buyer (or of R▇▇ Energy or PennTex Illinois); (B) all deposits, checks, funds, and accounts receivable of Sellers included in the Excluded Assets and any proceeds of collection thereof received by or in the possession of Buyer (or received by or in the possession of R▇▇ Energy or PennTex Illinois); (C) all proceeds of sale and accounts receivable for sale of oil, gas and other hydrocarbons produced from or attributable to have been sold to Purchaser by RPA Seller the Oil and Gas Assets prior to the Effective Time (including, without limitation, all such substances in storage, within processing plants, in pipelines or otherwise held in inventory at the Effective Time) that are included in the Excluded Assets and that have been received or are held by Buyer (or by R▇▇ Energy or PennTex Illinois); and (D) any other Excluded Assets held by or in the possession or control of Buyer (or of R▇▇ Energy or PennTex Illinois); and pursuant to which: (E) Sellers (other than R▇▇ Energy or PennTex Illinois) shall reimburse Buyer (or R▇▇ Energy or PennTex Illinois) for any costs or expenses (excluding any Assumed Liabilities) incurred by R▇▇ Energy or PennTex Illinois or any of the other Sellers in the Ordinary Course of Business prior to the Effective Time that have been paid by Buyer or by R▇▇ Energy or PennTex Illinois after the Effective Time, and Sellers (other than R▇▇ Energy and PennTex Illinois) shall assume liability for any unpaid costs or expenses (excluding any Assumed Liabilities) incurred by R▇▇ Energy or PennTex Illinois in the Ordinary Course of Business prior to the Effective Time; and (F) Buyer shall reimburse Sellers (other than R▇▇ Energy or PennTex Illinois, and as Sellers may direct) for any Assumed Liabilities (including, without limitation, costs or expenses, including prepaid costs or expenses, arising out of or attributable to the ownership, use, construction, maintenance or operation of the Oil and Gas Assets on or subsequent to the Effective Time) that have been paid by Sellers (other than R▇▇ Energy or PennTex Illinois). The post-closing accounting will not, of course, relieve the respective Sellers other than R▇▇ Energy or PennTex Illinois from liability and responsibility for their unpaid obligations incurred prior to the Effective Time that are not included in the Assumed Liabilities and will not relieve Buyer from liability and responsibility for unpaid Assumed Liabilities. Within forty-five (45) days after the Closing Date, Buyer and R▇▇ Energy and PennTex Illinois shall provide the principal balance other Sellers with all information in their possession relating to items to be dealt with in the post-closing accounting, and the Sellers other than R▇▇ Energy and PennTex Illinois shall provide to Buyer all information in their possession relating to items to be dealt with in the post-closing accounting; and the post-closing accounting shall be effected at 9:00 am in the offices of Sellers described in Section 2(c) on the sixtieth day following the Closing Date (or on the next succeeding business day if such day is a Saturday, Sunday or holiday), or at such other place, date or time as Sellers (other than R▇▇ Energy and PennTex Illinois) and Buyer shall agree. (iii) The Purchase Price shall be increased for actual costs and expenses incurred by Sellers during the period commencing on the execution of this Agreement and ending on the Closing Date, in connection with the drilling, re-working, completing, re-completing and equipping of w▇▇▇▇ (or similar capital expenditures), which is required by the terms of any existing Contracts to which any Seller is a party or proposed by a third party in situations where a Seller has a right to participate and Sellers believe that the participation in such project will be in the best interests of Buyer following the applicable Closing, provided, however, that the Purchase Price will not be increased by more than $400,000 for adjustments pursuant to this clause (iii) unless the Sellers shall have obtained the Buyer's prior written consent for the aggregate of such Receivableexpenses to be incurred exceeding $400,000. The amount of any Credit Adjustment may increase in the purchase price pursuant to this sub-paragraph that can be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, determined as a result of the occurrence of any event giving rise Closing Date shall be paid by Buyer to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced Sellers (in immediately available funds on as specified in Section 2(d) above) at the Closing; any additional amount of such increase determined after the Closing Date shall be paid by Buyer to Sellers incident to the post-closing accounting provided for in paragraph 2(f)(ii) above. (iv) If the cost of terminating the Hedging Arrangements held by Sellers (other than D▇▇▇▇▇▇ O&G) pursuant to Section 5(g) below exceeds $6,000,000, Buyer shall have the option to (i) increase the Purchase Price by the amount of such excess cost above $6,000,000 or before (ii) assume such Hedging Arrangements and decrease the date Purchaser is Purchase Price by $5,000,000. In the event that Buyer elects to assume any Hedging Arrangements, Buyer shall take all necessary actions required to make assume such deposit Hedging Arrangements and shall be responsible for any security deposits, letters of credit or other similar security arrangements which may be required to assume such Hedging Arrangements. (v) If the required consents of the limited partners of Midland to sale of the interests of Midland in the Acquired Assets is not obtained by February 15, 2006 as described in Section 3(b) below, the cash portion of the Purchase Price described in Section 2(d) above shall be reduced by $1,185,479. (iv) The cash portion of the Purchase Price described in Section 2(d) above may be reduced by virtue of Reduction Amounts pursuant to and to the Excess Funding Accountextent, if any, provided for in Section 6(a)(xiii) below (if this Agreement is not terminated pursuant to said Section 6(a)(xiii)).

Adjustments to Purchase Price. During any Monthly PeriodThe purchase price analysis attached to ----------------------------- this Agreement as Exhibit "E" (THE "PURCHASE PRICE SUMMARY") SETS forth, if among ---------- ---------------------- other things, amounts, assumptions and other information which Buyer deems critical to its agreement to pay the Purchase Price, and Seller covenants that, to its best knowledge, such information set forth on the Purchase Price Summary is accurate as of the Execution Date. At the Closing and after the Closing to the extent determined at Closing, the Purchase Price shall be adjusted as follows: (a) Servicer adjusts downward In the amount event closings for the sale of any Receivable Lots 161 and 230 at Castle Rock, Lot 57 at Rita Ranch and Lot 102 at De▇▇▇▇ Vista pursuant to the applicable Sales Contracts occur prior to the Closing (i) because of a rebateas defined below), refundSeller shall be entitled to receive all net proceeds, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off if any, payable to the sellers under the escrows for those Sales Contracts; however, in such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defenseevent, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced by an amount equal to the sum of the "Lot Purchase Price" and the total and final "Work in Progress" for such Lots as provided below shown on page 2 of the Purchase Price Summary, as such will be updated through the Closing Date. (b) In the event that closings under any Sales Contracts in Section 3.2 (a) above occur prior to the Closing (as defined below), the Purchase Price shall be reduced by an amount equal to the "Contract Price" as shown on the Purchase Price Summary, as updated through the Closing Date less any "Buyer Deposit", "Inside Sales Commission", "Preferred Lender Incentive", "Outside Sales Commission", "Cost to Complete" (as calculated on May 26, 2000) and "Sales Tax" for such Lots as set forth on the Purchase Price Summary updated through the Closing Date plus any actual seller closing cost paid on the escrow closing statement for such unit and a fifteen hundred dollar ($1500) allowance to cover warranty expenses that will remain the obligation of the Seller. Notwithstanding any other provision contained in this Agreement or any exhibit hereto, Buyer shall not have any obligation to pay any "Credit AdjustmentCosts to Complete" or any "). The amount of such Credit Adjustment Sales Tax" or any other amounts with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal Lots for which an adjustment is made to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to this Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account3.2 (b).

Adjustments to Purchase Price. During any Monthly PeriodThe Purchase Price shall be adjusted as follows, if and the resulting amount shall be herein referred to as the "Adjusted Purchase Price": (a) Servicer adjusts The Purchase Price shall be adjusted upward by the following amounts (without duplication): (i) an amount equal to all Operating Expenses and other costs and expenses that are attributable to the Oil and Gas Assets during the Interim Period that are paid by or on behalf of Seller, whether paid before or after the Effective Time, including, without limitation, (A) bond and insurance premiums paid by or on behalf of Seller during the Interim Period, (B) royalties or other burdens upon, measured by or payable out of proceeds of production, and (C) rentals and other lease maintenance payments; and (ii) any other amount otherwise agreed upon by Seller and Buyer. (b) The Purchase Price shall be adjusted downward by the following amounts (without duplication): (i) an amount equal to all proceeds received by Seller (other than from the sale of Hydrocarbons produced from or allocable to the Oil and Gas Assets) to which Buyer is entitled pursuant to Section 1.1(c); (ii) an amount equal to all other proceeds received by Seller attributable to the sale of Hydrocarbons produced from or allocable to the Oil and Gas Assets during the Interim Period; (iii) the Title Defect Amount under Section 8.2 with respect to any Title Defect that is not waived by Buyer or cured prior to Closing; (iv) if Seller makes the election under Section 9.1(b)(i) with respect to an Environmental Defect, the Remediation Amount with respect to such Environmental Defect if the Remediation Amount has been determined prior to Closing or the Remediation Amount claimed by Buyer if the Remediation Amount has not been determined prior to Closing; (v) the amount of any Receivable Seller Prorated Taxes; and (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (bvi) any Principal Receivable is discovered other amount otherwise agreed upon by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the The Purchase Price shall be reduced adjusted as provided below follows: (a "Credit Adjustment"). a) The Purchase Price shall be adjusted upward by the following (without duplication of any amounts): (i) the amount of all costs and expenses (including rentals, royalties, utilities, water and sewer charges, capital expenditures, lease operating expenses, overhead, and other items pre-paid by Seller whether for services, work or goods performed or to be performed, or delivered or to be delivered after the Effective Time, paid by or on behalf of Seller (and not deducted or netted from the proceeds described in Section 2.2(b)(i)) with respect to the Properties and attributable to any period of time from and after the Effective Time (whether paid before or after the Effective Time) in accordance with generally accepted accounting principles; (ii) an amount equal to the value (determined using the actual price paid by the purchaser for the most recent production month prior to the Effective Time for Hydrocarbons less all applicable deductions) of all Hydrocarbons in storage or existing in stock tanks above the tap or upstream of a pipeline connection, as the case may be, as of the Effective Time (any such Credit Adjustment Hydrocarbons, the “Stored Hydrocarbons”), less applicable Asset Taxes, royalty and other burdens payable on such Hydrocarbons as of the Effective Time, to be based on gauge reports to the extent available or on alternative methods to be agreed upon by the Parties; (iii) subject to the Title Threshold and the Title Deductible, an amount equal to the aggregate of the Title Benefit Amounts with respect to any Receivable adjusted downward as described Title Benefits asserted by Seller pursuant to Section 5.4(a); (iv) the amount of all Asset Taxes allocated to Buyer in clause accordance with Section 6.2 but that are paid or otherwise economically borne by Seller; (av) of the preceding sentence, shall be an amount equal to the product of the amount (measured in MMBtus) of any Imbalance resulting from the Properties being underproduced or from Seller having overdelivered prior to the Effective Time times $3.00 per MMBtu; (vi) to the extent Seller has not been reimbursed prior to Closing, the aggregate amount of such adjustment andaccounts receivable billed after the Effective Time with respect to the total amount of costs and expenses paid by Seller on behalf of, or that are properly chargeable to, any third party with respect to any Receivable described Property; and (vii) any other amount provided for elsewhere in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing this Agreement or Section 3.09 of the Transfer otherwise mutually agreed upon by Seller and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountBuyer.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of No later than January 31, 2023, Buyer shall prepare and deliver to Seller a rebatestatement, refundtogether with supporting details (the “Final Closing Statement”), charge-back or other downward adjustment prepared in accordance with GAAP and setting forth Buyer’s good faith calculation of: (A) the Closing Consideration and each component thereof, including Servicer errorsClosing Accounts Payable Amount, Indebtedness, Cash and Cash Equivalents, and Transaction Expenses and (B) the resulting adjustments, if any, required to be made without receiving Collections therefor or charging off such amount as uncollectible or to the Closing Consideration pursuant to Section 2.03(c)(ii). (ii) because such Receivable was created If the Closing Consideration, as finally determined pursuant to this Section 2.03 (the “Final Closing Consideration”), is greater than or less than the Closing Consideration reflected in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defenseEstimated Closing Statement (the “Estimated Closing Consideration”), or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price there shall be reduced as provided below an adjustment to the Closing Consideration (a "Credit the “Post-Closing Adjustment"”). The Post-Closing Adjustment shall be an amount equal to the Final Closing Consideration minus the Estimated Closing Consideration. In accordance with Section 2.03(d)(vi), if the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller in cash the Post-Closing Adjustment, such payment consisting of release of up to 50% of the Accounts Payable Holdback to Seller (to the extent of such Credit positive number Post-Closing Adjustment) and, if any additional amount remains unpaid, by cash payment to Seller. If the Post-Closing Adjustment with respect is a negative number, (A) Buyer shall initially recover such excess from the Accounts Payable Holdback, provided that Buyer shall only be permitted to any Receivable adjusted downward as described in clause recover up to the Accounts Payable Holdback Amount for such Post-Closing Adjustment and (aB) if the Post-Closing Adjustment payable to Buyer is less than 50% of the preceding sentenceAccounts Payable Holdback Amount, Buyer shall be release to Seller the amount equal to the difference between the amount of such adjustment and, with respect to any Receivable described in clause (b) Post-Closing Adjustment and 50% of the preceding sentenceAccounts Payable Holdback Amount. If the Post- Closing Adjustment is zero, no payment shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountmade.

Adjustments to Purchase Price. During any Monthly PeriodThe Unadjusted Purchase Price shall be adjusted as of the Closing pursuant to Section 2.5(a) and, if after the Closing, pursuant to Section 2.5(b), in accordance with the following: (a) Servicer adjusts downward decreased by the Unadjusted Purchase Price Allocation of any Deferred Business that is retained by Parent, Seller or their respective Affiliates pursuant to Section 2.7 and; (b) increased by an amount equal to Cash, plus the amount of any Receivable Restricted Cash that, at any time prior to the ninetieth (90th) day following the Closing Date, (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible no longer constitutes Restricted Cash or (ii) because was otherwise used at or prior to such Receivable date; (c) decreased by the principal amount of all Indebtedness and all prepayment penalties, premiums, fees and other similar costs and expenses due and owing in connection with the repayment of the Specified Indebtedness (solely to the extent such Specified Indebtedness was created outstanding as of the Economic Effective Time) in respect accordance with the Payoff Letters; (d) decreased by the aggregate amount of merchandise Leakage; (e) increased by the aggregate amount of Contributions; (f) increased by the excess (if any) of the aggregate amount of (i) all intercompany receivables of Seller and its Affiliates (other than the Transferred Companies) from the Acquired Businesses as of the Closing Date over (ii) all intercompany obligations of Seller and its Affiliates (other than the Transferred Companies) to the Acquired Businesses as of the Closing Date, which was refused or returned net receivable is assigned to Buyer in accordance with Section 5.7; and (g) decreased by an accountholder or the excess (if any) of the aggregate amount of (i) all intercompany obligations of Seller and its Affiliates (other than the Transferred Companies) to the Acquired Businesses as of the Closing Date over (ii) all intercompany receivables of Seller and its Affiliates (other than the Transferred Companies) from the Acquired Businesses as of the Closing Date, which net payable is assigned to which Buyer in accordance with Section 5.7. In calculating the accountholder has asserted a counterclaim or defenseadjustment to the Unadjusted Purchase Price pursuant to this Section 2.4, or solely for purposes of applying clauses (b) through (g), “Transferred Companies” will be deemed not to include any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced as provided below (a "Credit Adjustment"). The amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either (i) the Purchase Price paid for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding AccountDeferred Entity.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward Within thirty (30) days after the amount Closing Date, Lucent shall submit to Buyer a statement (the "Seller's Adjustment Statement") wherein Lucent shall set forth in reasonable detail Lucent's valuation of any Receivable (i) because the Inventory as of a rebate, refund, charge-back or other downward the Closing Date and its proposed adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced (either upward or downward) as provided below compared to the Deemed Inventory Amount (a the "Credit Purchase Price Adjustment"). Lucent shall certify that the Seller's Adjustment Statement was prepared in accordance with GAAP (unless otherwise indicated or agreed to in writing by Buyer and Lucent). The amount of such Credit Seller's Adjustment Statement will be prepared by Lucent in accordance with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to the amount of such adjustment and, with respect to any Receivable described in clause (b) of the preceding sentence, shall equal either following: (i) Inventory will be valued at Lucent's "Standard Cost" (as defined below) less the "RFMV" (as defined below) balance as of the close of business on October 2, 1998 plus or minus the balances in operational variance accounts as of the close of business on October 2, 1998 which consists of "Purchase Price paid for such Receivable by Purchaser to RPA Seller Variances" (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaseras defined below) or and "Operating Variances" (iias defined below); provided, however, that Work in Process ("WIP") in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment aroseinclude Lucent's labor and load; provided, further, that ifthe value of such WIP and an estimated value of cost to completion shall not exceed the price at which Lucent will subsequently purchase, as a result if any, such WIP from Buyer in the form of finished goods; and (ii) Inventory will only consist of current, merchantable, readily salable goods and merchandise that are currently and actively used in the operation of the occurrence Business, and will not include items which are discontinued or scrap. For purposes of any event giving rise this Section 2.11, the term (1) "Standard Cost" shall mean Lucent's Power Systems' published local cost methodology used in Dallas at the Closing Date; (2) RFMV (Reduction to a Credit Adjustment, Purchaser is required Fair Market Value) shall mean Lucent's reserve to deposit funds into the Excess Funding Account pursuant write off obsolete inventory down to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the its estimated fair market value as identified on Lucent's Power Systems' product family balance sheet; (3) "Purchase Price would be reduced in immediately available funds Variance" shall mean the difference between actual price paid per unit for material minus Lucent's Power Systems' local Standard Cost per unit. Purchase Price Variance is identified as 105 account on or before the date Purchaser Power Systems' product family income statements; and (4) "Operating Variance" shall mean the difference between the Standard Cost of labor and load and the incurred labor and load plus the cost difference (at standard) between the sum of components on the original ▇▇▇▇ of material and the current ▇▇▇▇ of material. Operating Variance is required to make such deposit to the Excess Funding Accountidentified as 104 account on Lucent's Power Systems' product family income statements.

Adjustments to Purchase Price. During any Monthly Period, if (a) Servicer adjusts downward the amount of any Receivable (i) because of a rebate, refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as All adjustments to which the accountholder has asserted a counterclaim or defense, or (b) any Principal Receivable is discovered by Servicer as having been created through a fraudulent or counterfeit charge, then the Purchase Price shall be reduced made (a) in accordance with the terms of this Agreement and, to the extent consistent with this Agreement, in accordance with generally accepted accounting principles in the United States, as provided below consistently applied in the oil and gas industry and (a "Credit Adjustment"b) without duplication (in this Agreement or otherwise). (ii) Should Buyer receive after Closing any proceeds, income or other amounts to which the Seller is entitled under Section 2.4(a), Buyer shall fully disclose, account for and promptly remit (in any event within 30 days after the end of the calendar month in which such amounts were received) the same to the Seller. The amount of such Credit Adjustment If, after Closing, the Seller receives any proceeds, income or other amounts with respect to the Assets to which Buyer is entitled pursuant to Section 2.4(a), the Seller shall fully disclose, account for, and promptly remit (in any Receivable adjusted downward as described in clause event within thirty (a30) days after the end of the preceding sentencecalendar month in which such amounts were received) the same to Buyer. (iii) Should Buyer pay after Closing any Operating Expenses for which the Seller is responsible under Section 2.4(a), the Seller shall be equal to reimburse Buyer promptly (in any event within 30 days after the amount end of such adjustment and, the month of its receipt) after receipt of an invoice with respect to any Receivable described in clause (b) such Operating Expenses, accompanied by copies of the preceding sentencerelevant vendor or other invoice and proof of payment.. (iv) After Closing, Buyer shall equal either handle all joint interest audits and other audits of Operating Expenses covering the period for which the Seller is in whole or in part responsible under Section 2.4(a), provided that Buyer shall not agree to any adjustments to previously assessed costs for which the Seller is responsible without the prior written consent of the Seller. Buyer shall promptly (iin any event within five (5) days of its receipt) provide the Purchase Price paid Seller with a copy of all applicable audit reports and written audit agreements received by Buyer and relating to periods for such Receivable by Purchaser to RPA which the Seller is wholly or partially responsible. Buyer shall notify the Seller within five (including any portion thereof deemed to be a borrowing under 5) days of the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case initiation of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. The amount of any Credit Adjustment may be offset against any amounts due from Purchaser to RPA Seller on such day, provided that, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Accountaudit.

Adjustments to Purchase Price. During any Monthly Period, if The Purchase Price will be adjusted as follows: (a) Servicer adjusts downward The Purchase Price shall be increased by an amount (if any) equal to the sum, as of the Closing Time, of (i) the Accounts Receivable Settlement Amount, (ii) Buyer’s prorated portion of all Prepaid Expense payments made to Third Parties, and (iii) the amount of any Receivable monies that are on deposit with Third Parties as security for Seller’s performance of the Acquired Contracts (which such deposits, to the extent not replaced by undertakings of Buyer as contemplated by Section 8.5 and 8.6, will be deemed Acquired Assets), in each case to the extent such amounts will be treated as Acquired Assets (clause (i) because of a rebate), refund, charge-back or other downward adjustment (including Servicer errors) made without receiving Collections therefor or charging off such amount as uncollectible or (ii) because such Receivable was created in respect of merchandise which was refused or returned by an accountholder or as to which and (iii) collectively, the accountholder has asserted a counterclaim or defense, or “Current Assets”). (b) any Principal Receivable The Purchase Price shall be decreased by an amount (if any) equal to the sum, as of the Closing Time, of the accrued and unpaid expenses, prepaid income from customers of the Business, accounts payable and accrued current liabilities that are incurred in the ordinary course, consistent with past practice (except, in all cases, for Tax items which are governed by Article XIV hereof) and to the extent such amounts will be treated as Assumed Liabilities (the “Current Liabilities”). (c) If the number of Equivalent Subscribers is discovered by Servicer as having been created through a fraudulent or counterfeit chargeless than 6,357 at the Closing Time, then the Purchase Price (and the amount payable pursuant to Section 4.2(b)) shall be reduced as provided below (a "Credit Adjustment"). The decreased by an amount of such Credit Adjustment with respect to any Receivable adjusted downward as described in clause (a) of the preceding sentence, shall be equal to $1,547 multiplied by the difference between the number of Equivalent Subscribers at the Closing Time and 6,357. (d) The Purchase Price shall also be decreased by the amount of such adjustment andany Launch Fees, with respect to any Receivable described in clause (b) which shall be prorated between Seller and Buyer as of the preceding sentence, shall equal either Closing Time on the basis of the period to which such fees relate assuming such fees are earned proportionately over the relevant term. (ie) All values and amounts used to adjust the Purchase Price paid pursuant to this Section 4.3 shall be determined in accordance with GAAP, to reflect the principle that, except as qualified in this Section 4.3, all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the System for such Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller period prior to the Effective Closing Time are for the account of Seller, and all revenues and refunds, and all costs, expenses and liabilities (other than Excluded Liabilities) attributable to the operation of the System from and after the Closing Time are for the account of Buyer. (f) Seller shall prepare and deliver to Buyer, at least ten business days prior to the Closing Date, a statement (the principal balance “Estimate Statement”) showing in reasonable detail the amount reasonably estimated by Seller, in good faith, to be the net amount, if any, of such Receivablethe adjustments provided for in this Section 4.3. The Purchase Price paid by Buyer shall be the estimated amount of any Credit Adjustment may set forth in the Estimate Statement and shall be offset against any amounts due from Purchaser to RPA Seller on such dayadjusted after the Closing, provided thatif necessary, subject to the following proviso, RPA Seller shall not be obligated to make any cash payment with respect to a Credit Adjustment until the Distribution Date following the Monthly Period in which such Credit Adjustment arose; provided, further, that if, as a result of the occurrence of any event giving rise to a Credit Adjustment, Purchaser is required to deposit funds into the Excess Funding Account pursuant to Section 4.03 of the Pooling and Servicing Agreement or Section 3.09 of the Transfer and Servicing Agreement, RPA Seller shall pay Purchaser the amount by which the Purchase Price would be reduced in immediately available funds on or before the date Purchaser is required to make such deposit to the Excess Funding Account4.4.