Common use of Closing Documents Clause in Contracts

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received Closing Documents for the Mortgage Loans to be purchased on or before the each Closing Date shall consist of fully executed originals of the following, each dated such date following documents: 1. this Agreement (unless otherwise specified) to be executed and duly executed by delivered only for the respective party or parties thereto, in form and substance satisfactory initial Closing Date); 2. with respect to the Administrative Agent and initial Closing Date, the LendersCustodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and (except for one copy to be attached to the Notes) with sufficient copies for related Assignment and Conveyance as the Administrative Agent and each Lender:Mortgage Loan Schedule thereto); (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and 4. a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodian’s Certification, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel 2 to the Parent and the Borrowing Subsidiaries, addressed Custodial Agreement; 5. with respect to the Administrative Agent and the Lenders initial Closing Date, an Officer’s Certificate, in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable C hereto with respect to the order Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of each such requesting Lender.the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (g) Written money transfer instructionswho may be an employee of the Seller), generally in substantially the form of Exhibit DD hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, addressed an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the Administrative Agent initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s), if required; 8. a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and signed by an Authorized Officerwith respect to each subsequent Closing Date, together with such other the Underwriting Guidelines to be attached to the related money transfer authorizations as Assignment and Conveyance; 11. Assignment and Conveyance Agreement in the Administrative Agent may have reasonably requested. (h) This Agreementform of Exhibit H hereto, and all exhibits thereto; and 12. a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attached Exhibits and Schedulesattorneys.

Closing Documents. The Administrative Agent shall have received closing documents for the Mortgage Loans to be purchased on or before the Closing Date shall consist of fully executed originals of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a) Copies of this Agreement and all Exhibits hereto properly and fully completed, including, without limitation, the Parent's (i) certificate of incorporationMortgage Loan Schedule, together with all amendmentsone copy to be attached hereto, and a certificate of good standing, each certified by one copy to be attached to the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by related Assignment and Conveyance as the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Mortgage Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Schedule thereto; (b) Copies of each Borrowing Subsidiary's (ithe Mortgage Loan Documents, the power-of-attorney referred to in Section 5.03(c) organizational documentsabove, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent Data Files and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, Escrow and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Bailee Agreement; (c) A certificatean Officer's Certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change substantially in the consolidated financial condition form of the Parent from that reflected in the Parent's consolidated financial statements as of December 31Exhibit 2 hereto, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.including all attachments thereto; (d) A written an opinion of the general counsel of the ParentSeller (who may be an employee of the Seller), addressed to in a form reasonably approved by the Administrative Agent Purchaser; (e) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (f) the Assignment and the Lenders Conveyance, substantially in substantially the form of Exhibit A-1.3 hereto; (eg) A written opinion of the outside counsel to the Parent and the Borrowing SubsidiariesInterim Servicing Agreement, addressed to the Administrative Agent and the Lenders substantially in substantially the form of Exhibit A-2.7 hereto; (fh) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order certification of each such requesting Lender. (g) Written money transfer instructionsBailee, in substantially the form of Exhibit D, addressed B to the Administrative Agent Escrow and signed by an Authorized OfficerBailee Agreement, together with such other related money transfer authorizations as in a form acceptable to the Administrative Agent may have reasonably requested.Purchaser; (hi) This Agreementany releases/terminations of security interests, and including all its attached Exhibits and Schedulessecurity interests in favor of the Federal Home Loan Bank; (j) a copy of each consent, approval, authorization or order, governmental or otherwise, in accordance with Section 6.01(e) above; and (k) UCC financing statements of the Seller in accordance with Section 4.02(c) above.

Closing Documents. The Administrative Agent shall have received Closing Documents for the Mortgage Loans to be purchased on or before the each Closing Date shall consist of fully executed originals of the following, each dated such date following documents: 1. this Agreement (unless otherwise specified) to be executed and duly executed by delivered only for the respective party or parties thereto, in form and substance satisfactory initial Closing Date); 2. with respect to the Administrative Agent and initial Closing Date, the LendersCustodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and (except for one copy to be attached to the Notes) with sufficient copies for related Assignment and Conveyance as the Administrative Agent and each Lender:Mortgage Loan Schedule thereto); (a) Copies of the Parent4. a Custodian's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCertification, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel 2 to the Parent and the Borrowing Subsidiaries, addressed Custodial Agreement; 5. with respect to the Administrative Agent and the Lenders initial Closing Date, an Officer's Certificate, in substantially the form of Exhibit A-2.C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (f) Any Notes requested by a Lender pursuant to Section 2.16 payable 6. with respect to the order initial Closing Date, an Opinion of each such requesting Lender. Counsel of the Seller (g) Written money transfer instructionswho may be an employee of the Seller), in substantially the form of Exhibit DD hereto ("Opinion of Counsel of the Seller"); 7. a Security Release Certification, addressed in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the Administrative Agent and benefit of such person; 8. a certificate or other evidence of merger or change of name, signed or stamped by an Authorized Officerthe applicable regulatory authority, together with such if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreementthan its present name, and all its attached Exhibits and Schedules.if applicable;

Closing Documents. The Administrative Agent VitalStream shall have received on or before delivered to each Purchaser all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a) Copies of the Parentan Officer's (i) certificate of incorporationCertificate, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and dated as of the Closing Date, stating that the conditions specified in Section 3A(i) through Section 3A(v) of this Agreement have been fully satisfied; (iiib) there has occurred no material adverse change in the consolidated financial condition certified copies of the Parent from that reflected in resolutions duly adopted by VitalStream's Board of Directors authorizing the Parent's consolidated financial statements as execution, delivery and performance of December 31this Agreement, 2007the other Transaction Agreements to which it is a party and each of the other agreements contemplated hereby or thereby to which it is a party, the issuance and sale of the New Preferred and Additional Warrants, the consummation of the Exchange (including the issuance of the Amended and Restated Notes for the Original Notes and the Amended and Restated Warrants for the Original Warrants), the reservation for issuance of a number of shares of Common Stock sufficient for conversion of the New Preferred, the Amended and Restated Notes and the Conversion Preferred, the reservation for issuance of a number of shares of Conversion Preferred sufficient for conversion of the Amended and Restated Notes, the reservation for issuance of a number of shares of Common Stock sufficient for exercise of the Warrants, and the consummation of all other transactions contemplated by this Agreement and the other Transaction Agreements to which it is a party; (ivc) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations copies of the Parent Articles of Incorporation and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Bylaws of VitalStream, each as in effect on the Closing Date, certified by an officer of VitalStream; (d) A written opinion a copy of a certificate of good standing from the Secretary of State of the general counsel State of Nevada dated within ten (10) days of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Closing Date; (e) A written opinion copies of all filings, permits, authorizations, consents and approvals of any Governmental Entity and/or third party required in connection with the consummation of the outside counsel to the Parent transactions contemplated by this Agreement and the Borrowing Subsidiariesother Transaction Agreements (including, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.without limitation, all blue sky Law filings); and (f) Any Notes requested by a Lender pursuant to Section 2.16 payable such other documents relating to the order of each such requesting Lendertransactions contemplated by this Agreement or the other Transaction Agreements as any Purchaser or its special counsel may reasonably request. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent At the Closing, Seller shall execute and deliver to Title Company: (i) a grant deed in customary, recordable form conveying fee simple title to the Property to Buyer, using the Survey legal description, subject only to the Permitted Exceptions and otherwise free and clear of all liens and encumbrances except such as have received on been approved in writing by Buyer (the “Deed”); (ii) any and all applicable transfer tax declarations or before the Closing Date the following, each dated such date other transfer or sale disclosure statements required by applicable law; (unless otherwise specifiediii) and duly executed by the respective party or parties thereto, a title affidavit in a form and substance satisfactory to the Administrative Agent Buyer, Seller and the LendersTitle Company, and suitable to permit the Title Company to delete the standard, pre-printed exceptions (except for identified in the NotesPreliminary Report) with sufficient copies for from the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, Title Policy; (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary a certification of non-foreign status pursuant to Section 1445(b)(2) of the ParentInternal Revenue Code, as amended (the “Code”) and a California 593 Form (“593”); (v) an IRS Form 1099-S Disclosure Statement (if required under the Code); (vi) an assignment (the “Assignment”), in a form satisfactory to the Buyer, of any and all leases, contracts and/or service agreements, if any, pertaining to the Property that Seller and Buyer agree prior to the Satisfaction Date will be assumed by Buyer at the Closing; (vii) an assignment of any warranties pertaining to any Improvements located on the Property, to the extent such warranties are assignable; (viii) a xxxx of sale for the Personal Property being transferred, which shall identify by name be substantially in the form attached as Exhibit C; (ix) a closing statement; (x) the “Post-Closing Lease”, in the form attached hereto as Exhibit F; and title and bear (xi) such other instruments, certificates or affidavits as may be provided herein or as Buyer or Title Company may reasonably request to effect the signatures intention of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.Parties

Closing Documents. The Administrative Agent Closing Documents for the Initial Closing shall have received on or before the Closing Date consist of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies an executed copy of the Parent's this Agreement, including all exhibits, in two (i2) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.counterparts; (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director Custodial Account Certification or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodial Account Letter Agreement, as required by Section 326 of under the USA Patriot Act.Agreement; (c) A certificatean Escrow Account Certification or Escrow Account Letter Agreement, signed by as required under the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Agreement; (d) A written opinion of an REO Account Certification or REO Account Letter Agreement, as required under the general counsel of the Parent, addressed to the Administrative Agent and the Lenders Agreement; and (e) an Officer's Certificate in substantially the form of Exhibit A-1.I hereto, including all attachments, thereto; The Closing Documents for the Initial Closing as well as all other Closings: (a) Assignment and Conveyance Agreement by and between Seller and Purchaser dated as of the related Closing Date; (b) the Initial Certification of the Custodian regarding the Mortgage Loans in the related Mortgage Loan Package; (c) a Security Release Certification, if applicable, executed by any other Person, as requested by Purchaser, if any of the Mortgage Loans have at any time been subject to a security interest, pledge or hypothecation for the benefit of such person; (d) an Assignment and Assumption by Purchaser to Seller of the Purchaser's rights as Servicer under the Custodial Agreement by and between Purchaser and Custodian dated as of September 1, 1999, with respect to the Mortgage Loans in the related Mortgage Loan Package; (e) A written opinion of the outside counsel The Mortgage Loan Schedule, one copy to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.be attached hereto; and (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderrelated Purchase Price and Terms Letter. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent At the Closing, Developer and/or Town, as the case may be, shall have received on execute and deliver (or before the Closing Date cause to be executed and delivered) the following: (i) a limited warranty deed conveying to Developer marketable, each dated such date indefeasible fee simple title to the Town Property, free and clear of any and all liens, encumbrances, easements, restrictions, covenants, and other title defects, except as otherwise identified in this Agreement or as expressly consented to by Developer; (unless otherwise specifiedii) a vendor’s affidavit in form and duly executed by substance consistent with a limited warranty deed and sufficient to permit the respective party or parties theretodeletion of the standard (pre-printed) Schedule B exceptions; (iii) an affidavit that Town is not a “foreign person”, in form and substance satisfactory to required by the Administrative Agent Internal Revenue Code of 1986; as amended, and the Lenders, rules and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:regulations promulgated thereunder; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed a confirmation by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each Town of the representations and warranties set out forth in Article V of this Agreement is true and correct on and as VI; (v) a confirmation by Developer of the Closing Daterepresentations and warranties set forth in Article VI; (vi) the parking agreement between Town and Developer that shall govern the: (A) access and construction easement provided to Developer to construct a parking lot on the adjacent parcel owned by the Town and identified as the “Parking Lot Parcel” on Exhibit A; and (B) perpetual and irrevocable parking easement provided to Envoy Companies, or its affiliate, for parking on the Parking Lot Parcel ; (iiivii) there has occurred no material adverse change in copies of such resolutions, consents, authorizations, and other evidence as either Party or the consolidated financial condition title insurance provider (“Title Insurer”) reasonably may request to establish that: (A) the persons executing and delivering the foregoing documents have been empowered and authorized by all necessary action of Town or Developer, as the case may be; and (B) the execution and delivery of such documents, the conveyance of the Parent Town Property by Town, the Developer’s acquisition of rights necessary to construct the Project on the entire Project Site and the performance by Town or Developer of its obligations hereunder and under the foregoing documents have been authorized by Town or Developer, as the case may be; (viii) customary opinions from that reflected counsel for Town and Developer with respect to: (A) the existence of the Parties; (B) all necessary actions having been taken to authorize the execution and delivery of the foregoing documents and performance of the parties’ obligations thereunder; (C) compliance by the parties and the foregoing documents with all applicable laws; (D) the foregoing documents being valid and binding obligations of the parties enforceable against the parties in accordance with their terms; and (E) the Parent's consolidated financial statements as absence of December 31known claims or litigation challenging the foregoing; (ix) the documents evidencing or securing a construction loan, 2007the proceeds of which shall be used by Developer to: (A) develop and design the Project; (B) prepare the Project Site for construction (including but not limited to demolition work, earthwork, environmental remediation work, and extension of utilities); (ivC) since December 31design, 2007relocate, there has been no change in and/or construct infrastructure to support the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.Project;

Closing Documents. The Administrative Agent Company shall have received on delivered or before caused to be delivered to Agent all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies one or more Senior Term D Notes evidencing the Senior Term D Loan (as designated by Agent and Purchasers pursuant to Section 2.3(c) of the Parent's Amended and Restated Purchase Agreement (ias amended by this Amendment No. 1)) certificate of incorporationin aggregate original principal amount as set forth therein, together with all amendments, duly completed and a certificate executed by the Company; (ii) one or more stock certificates representing the Series B Preferred Stock purchased pursuant to the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1); (iii) certificates of good standingstanding dated not more than 10 days prior to the Term D Closing Date for the Company issued by its jurisdiction of organization and each jurisdiction where it is qualified to operate as a foreign corporation, each or its equivalent; (iv) a copy of the Charter of the Company certified by the appropriate governmental officer in its official of the jurisdiction of incorporation, its organization as of a date not more than 10 days prior to the Term D Closing Date; (iiv) bylawsa copy of the By-laws of the Company, certified as of the Term D Closing Date and by the Secretary secretary or Assistant Secretary assistant secretary of the ParentCompany; (vi) a certificate of the secretary or assistant secretary of the Company, certifying as to the names and true signatures of the officers or other authorized person of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder; (iiivii) Board copies of Directors' the resolutions and duly adopted by the Company’s board of resolutions or actions of any other body directors authorizing the execution execution, delivery and performance by the Company of this Agreement and each of the Loan Documents other agreements, instruments and documents contemplated hereby to which the Parent Company is a party, (iv) an incumbency certificate, executed by and the Secretary or Assistant Secretary consummation of all of the Parent, which shall identify other transactions contemplated by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsthis Amendment No. 1, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Term D Closing Date, (iii) there has occurred no material adverse change in Date by the consolidated financial condition secretary or assistant secretary of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Company; and (dviii) A written opinion of the general counsel of the Parent, addressed such other documents relating to the Administrative transactions contemplated by this Amendment No. 1 as Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside or its special counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent reasonably may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.request..

Closing Documents. The Administrative Agent shall have received on or before the Closing Date each of the following, all of which shall be satisfactory in form and substance to the Agent and its special counsel: (1) this Agreement, duly executed and delivered by the Borrower; (2) the Notes, each dated such date (unless otherwise specified) the Effective Date and duly executed and delivered by the respective Borrower; (3) the Subsidiary Guaranty and the Subsidiary Security Agreement, duly executed and delivered by the Guarantors; (4) the Pledge Agreement duly executed and delivered by the Borrower and the certificates representing the shares covered thereby, in form for transfer by delivery or accompanied by duly executed stock powers in blank; (5) certified copies of the articles of incorporation and by-laws and shareholder agreements, if any, of the Borrower and each Guarantor as in effect on the Effective Date and all corporate action, including shareholder approval, if necessary, taken by the Borrower and each Guarantor or its shareholders to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, the Borrowings under this Agreement; (6) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower and each Guarantor who is authorized to execute and deliver any Loan Document on behalf of the Borrower or parties theretosuch Guarantor or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and, in the case of the Borrower, to request Borrowings under this Agreement; (7) a certificate evidencing the good standing of the Borrower and each Guarantor in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (8) the Financing Statements duly executed and delivered by the Borrower and each Guarantor, and evidence satisfactory to the Agent that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (9) landlord's waiver and consent agreements duly executed on behalf of each lessor of real property described on SCHEDULE 4.1(a)(9); (10) the Mortgage (encumbering Real Estate located at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Santa Xxxxx County, California) duly executed and delivered by the Borrower and evidencing the recording of such instrument in the appropriate jurisdiction for the recording thereof on the Real Estate subject thereto or, at the option of the Agent, in proper form for recording in such jurisdiction; (11) one or more fully paid mortgagee title insurance policies or, at the option of the Lender, unconditional commitments for the issuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first lien on, and security title to, all Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing; (12) such materials and information concerning the Real Estate as the Agent may require, including, without limitation, certificates of occupancy covering the Real Estate subject to the Mortgage, and owner's affidavits as to such matters relating to the Real Estate as the Lender may request; (13) a report from a qualified engineering firm or other qualified consultant acceptable to the Agent with respect to an investigation and assessment of all Real Estate, which shall be based on a thorough review of past and present uses, occupants, ownership and tenancy of the property, adjacent properties or upgradient properties regarding (A) subsurface ground water hazards, soils and/or test boring reports; (B) contact with local, state or federal agencies regarding known or suspected hazardous material contamination of the property or other properties in the area; (C) review of aerial photographs; (D) visual site inspection noting unregulated fills, storage tanks or areas, ground discoloration or soil odors; and (E) other investigative methods deemed necessary by the consultant or the Agent to enable the consultant to report that there is no apparent or likely contamination of the property; (14) if deemed necessary in the sole judgment of the Agent to further investigate suspected or likely contamination, supplemental environmental reports prepared by qualified consultants of the analysis of core drilling or ground water samples from the property, showing no contamination by hazardous materials; (15) [RESERVED]; (16) a Schedule of Inventory, a Schedule of Receivables and a Schedule of Equipment, each prepared as of a recent date; (17) certificates or binders of insurance relating to (i) each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 7.8 and (ii) each of the policies of insurance required by the Mortgages, together with mortgagee clauses satisfactory to the Lender; (18) a Borrowing Base Certificate prepared as of July 31, 1997 duly executed and delivered by a Financial Officer of the Borrower demonstrating Collateral Availability, after giving effect to any Loans to be made on such day, of not less than $5,000,000, together with such additional evidence of Collateral Availability as the Agent may require; (19) copies of all the financial statements referred to in SECTION 5.1(n) and meeting the requirements thereof; (20) a certificate of the Vice President-Finance of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the Effective Date, both with and without giving effect to any Loans to be made at such time and the application of the proceeds thereof, and (b) no Default or Event of Default exists; (21) evidence satisfactory to the Agent of the release and termination of (or agreement to release and terminate) all Liens other than Permitted Liens. (22) [RESERVED]; (23) a signed opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Borrower and the Guarantors, opining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (24) an opinion as to the Solvency of the Borrower and its Subsidiaries of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx, prepared on a basis (including, giving PRO FORMA effect to the Recapitalization and the transactions contemplated by this Agreement) and otherwise in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Agent; (a25) Copies of the Parent's (i) certificate of incorporation, together with all amendments, Patent Assignment duly executed and a certificate of good standing, each certified delivered by the appropriate governmental officer in its jurisdiction of incorporation, Borrower; (ii26) bylaws, certified the Trademark Assignment duly executed and delivered by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Borrower; and (b27) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as documents or and Lender, through the Administrative Agent Agent, may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies The closing documents to be delivered on the initial Closing Date shall consist of fully executed originals of the Parent's following documents, as well as the documents referred to in Section 11(b): (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, this Agreement; (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, Custodial Account Letter Agreement; (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, Escrow Account Letter Agreement; (iv) an incumbency certificateOfficer’s Certificate, executed by in the Secretary or Assistant Secretary form of the ParentExhibit C hereto, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and including all attachments thereto; and (v) any other information required by Section 326 an Opinion of Counsel of the USA Patriot Act or deemed necessary for Seller, in the Administrative Agent or any Lender to verify the identity form of Parent as required by Section 326 of the USA Patriot ActExhibit D hereto. (b) Copies The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the initial Closing Date) shall consist of each Borrowing Subsidiary's fully executed originals of the following documents: (i) organizational documents, together with all amendments, the related Purchase Price and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, Terms Agreement; (ii) bylawsthe related Acknowledgment and Conveyance Agreement, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, including all annexes thereto; (iii) resolutions or actions authorizing the execution each of the Loan Documents documents required to which such Borrowing Subsidiary is a party, be delivered by the Seller pursuant to Section 2(c) hereof; (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name assignment and title and bear the signatures assumption of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and Custodial Agreement (v) any other information required by Section 326 an initial certification of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Custodian; (cvi) A certificateif applicable, signed by the chief financial officer of the Parenta Security Release Certification, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.F hereto, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (evii) A written opinion a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the outside counsel to Mortgage Loans were acquired by the Parent and Seller by merger or acquired or originated by the Borrowing SubsidiariesSeller while conducting business under a name other than its present name; (viii) upon request by the Purchaser, addressed to the Administrative Agent and the Lenders an Officer’s Certificate, in substantially the form of Exhibit A-2.C hereto, including all attachments thereto; and (fix) Any Notes requested upon request by a Lender pursuant to Section 2.16 payable the Purchaser, an Opinion of Counsel to the order of each such requesting Lender. (g) Written money transfer instructionsSeller, in substantially the form of Exhibit D, addressed to D hereto. The Seller shall bear the Administrative Agent and signed risk of loss of the Closing Documents until such time as they are received by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedPurchaser or its attorneys. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received Closing Documents for the Mortgage Loans to be purchased on or before the each Closing Date shall consist of fully executed originals of the following, each dated such date following documents: 1. this Agreement (unless otherwise specified) to be executed and duly executed by delivered only for the respective party or parties thereto, in form and substance satisfactory initial Closing Date); 2. with respect to the Administrative Agent and initial Closing Date, the LendersCustodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and (except for one copy to be attached to the Notes) with sufficient copies for related Assignment and Conveyance as the Administrative Agent and each Lender:Mortgage Loan Schedule thereto; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and 4. a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodian’s Certification, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel 2 to the Parent and the Borrowing Subsidiaries, addressed Custodial Agreement; 5. with respect to the Administrative Agent and the Lenders initial Closing Date, an Officer’s Certificate, in substantially the form of Exhibit A-2.C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; (f) Any Notes requested by a Lender pursuant to Section 2.16 payable 6. with respect to the order initial Closing Date, an Opinion of each such requesting Lender. Counsel of the Seller (g) Written money transfer instructionswho may be an employee of the Seller), generally in substantially the form of Exhibit DD hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, addressed an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the Administrative Agent initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); 8. a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and signed by an Authorized Officerwith respect to each subsequent Closing Date, together with such other the Underwriting Guidelines to be attached to the related money transfer authorizations as Assignment and Conveyance; 11. Assignment and Conveyance Agreement in the Administrative Agent may have reasonably requested. (h) This Agreementform of Exhibit H hereto, and all exhibits thereto; and 12. a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attached Exhibits and Schedulesattorneys.

Closing Documents. The Administrative Agent shall have received Closing Documents for the Mortgage Loans to be purchased on or before the each Closing Date shall consist of fully executed originals of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a1) Copies this Agreement (to be executed and delivered only for the initial Closing Date); (2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the Parentinitial Cut-off Date; (3) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's (i) certificate counterpart of incorporation, together the Custodial Agreement in connection with all amendmentsthe initial Closing Date, and a certificate of good standing, each certified by one copy to be attached to the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by related Assignment and Conveyance as the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Mortgage Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Schedule thereto); (b4) Copies of each Borrowing Subsidiarya Custodian's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCertification, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.2 to the Custodial Agreement; (e5) A written opinion of the outside counsel with respect to the Parent and the Borrowing Subsidiariesinitial Closing Date, addressed to the Administrative Agent and the Lenders an Officer's Certificate, in substantially the form of Exhibit A-2.C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (f6) Any Notes requested by a Lender pursuant to Section 2.16 payable with respect to the order initial Closing Date, an Opinion of each such requesting Lender.Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (g7) Written money transfer instructionsa Security Release Certification, in substantially the form of Exhibit DE or F, addressed as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the Administrative Agent and signed by an Authorized Officer, together with benefit of such other related money transfer authorizations as the Administrative Agent may have reasonably requested.person; (h8) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by either Seller by merger or acquired or originated by either Seller while conducting business under a name other than its present name, if applicable; (9) This AgreementAssignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; and (10) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attached Exhibits and Schedulesattorneys.

Closing Documents. The Administrative Agent shall have received on or before a. On the Closing Date Date, Purchaser shall deliver to Seller an executed closing statement and to the followingTitle Insurer the balance of the Purchase Price, each dated and such date (unless otherwise specified) and duly executed other documents as may be reasonably required by the respective party or parties theretoTitle Insurer in order to consummate the transaction as set forth in this Agreement. b. On the Closing Date, Seller shall deliver to Purchaser possession of the Property; the Sale (in the form and substance satisfactory of Exhibit E attached hereto) subject to the Administrative Agent Permitted Exceptions and those Unpermitted Exceptions waived by Purchaser; an inventory of the Lenders, Personal Property and (except a Bill of Sale for the Notes) with sufficient copies for same (in thx xxrm of Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts (in the Administrative Agent form of Exhibit G attached hereto); an executed assignment and each Lender: assumption of all leases and security deposits (a) Copies in the form of Exhibit H attached hereto); the tenant leases which shall be available at the Property; all assignable licenses and permits relating to the use, occupancy or operation of the Parent's (i) certificate of incorporationProperty, together with in assignment thereof (in the form of Exhibit I attached hereto); updated Rent Roll (as hereinafter defined) with a list attached of all amendments, tenant concessions and allowances and rental commissions owed (certified in the form of Exhibit Q attached hereto); a certificate of good standing, each certified by notice to the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary tenants of the Parent, (iii) Board transfer of Directors' resolutions title and of resolutions or actions of any other body authorizing the execution assumption by Purchaser of the Loan Documents landlord's obligations under the leases and the obligation to refund the security deposits which have been assigned or credited to Purchaser (in the Parent is form of Exhibit J attached hereto); a partynon-foreign affidavit (in the form of Exhibit K attached hereto); an assignment of intangibles (in the form of Exhibit L attached, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary hereto); a copy of the Parent, which shall identify by name and title and bear notice terminating the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and management agreement effective as of the Closing DateDate and, (iii) there has occurred no material adverse change in to the consolidated financial condition extent received by Seller, an acknowledgement of the Parent from that reflected in termination by the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed manager; subject to the Administrative Agent terms of Paragraph 17, reaffirmation of representations and the Lenders warranties by Seller (in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent M); a Broker's receipt and the Borrowing Subsidiaries, addressed to the Administrative Agent lien waiver; and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations documents as may be reasonably required by the Administrative Agent may have reasonably requestedTitle Insurer in order to consummate the transaction as set forth in this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received Closing Documents for the Mortgage Loans to be purchased on or before the each Closing Date shall consist of fully executed originals of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (aA) Copies this Agreement (to be executed and delivered only for the initial Closing Date);; (B) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Parent's (i) certificate of incorporation, together Custodial Agreement in connection with all amendmentsthe initial Closing Date, and a certificate of good standing, each certified by one copy to be attached to the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by related Assignment and Conveyance as the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Mortgage Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Schedule thereto); (bC) Copies of each Borrowing Subsidiarya Custodian's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCertification, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.2 to the Custodial Agreement; (eD) A written opinion of the outside counsel with respect to the Parent and the Borrowing Subsidiariesinitial Closing Date, addressed to the Administrative Agent and the Lenders an Officer's Certificate, in substantially the form of Exhibit A-2.C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (fE) Any Notes requested by a Lender pursuant to Section 2.16 payable with respect to the order initial Closing Date, an Opinion of each such requesting Lender. Counsel of the Seller (g) Written money transfer instructionswho may be an employee of the Seller), generally in substantially the form of Exhibit DD hereto; with respect to subsequent Closing Dates, addressed an Opinion of Counsel of the Seller upon request of the Purchaser; (F) a Security Release Certification, in the form of Exhibit E or F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (G) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (H) the Underwriting Guidelines to be attached to the Administrative Agent related Assignment and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.Conveyance; (hI) This AgreementAssignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits thereto; and (J) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attached Exhibits and Schedulesattorneys.

Closing Documents. The Administrative Agent Seller shall have received on or before execute, acknowledge (if necessary) and deliver originals of the following documents: 8.2.1.1 Special Warranty Deed substantially in the form of Exhibit D hereto (the “Deed”); 8.2.1.2 Xxxx of Sale, substantially in the form of Exhibit E hereto; 8.2.1.3 Assignment and Assumption Agreement with respect to the Leases and Licenses, substantially in the form of Exhibit F-1 hereto; 8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, Permits and Intangibles, substantially in the form of Exhibit F-2 hereto (the “Assignment and Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, substantially in the form of Exhibit G hereto; 8.2.1.6 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, following the Closing Date Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction; 8.2.1.7 Settlement statement prepared by Escrow Agent showing all of the followingpayments, each dated such date adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory “Settlement Statement”); 8.2.1.8 Such transfer tax forms as may be required as a condition to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies recordation of the Parent's (i) certificate Deed or as may be required in connection with the transfer of incorporationthe Property, together with all amendmentsincluding without limitation a real estate tax affidavit; 8.2.1.9 Subject to Section 7.1.4 of this Agreement, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, Seller stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the Seller’s representations and warranties set out contained in Article V Section 5.1 of this Agreement is true and correct in all material respects, provided, however, that if any of the representations and warranties have changed since the Effective Date, then Seller shall revise the representations and warranties to conform to the changed circumstances and shall set forth such changed representations and warranties in such certificate; 8.2.1.10 An Owner’s Affidavit substantially in the form of Exhibit I attached hereto (the “Owner’s Affidavit”). Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably required by the Title Company with respect to the authority of the person(s) executing the Deed and the other documents required to be executed by Seller on behalf of Seller; 8.2.1.11 Evidence of the termination of the Property Management Agreement and Exclusive Leasing Agreement effective as of the Closing Date, (iii) there has occurred no material adverse change Date and copies of notices of termination of such other Contracts as are to be terminated in accordance with Section 6.1.3; and 8.2.1.12 Such transfer documentation as may be necessary to transfer all tenant security deposits held by Seller under the consolidated financial condition of the Parent from that reflected Leases or Licenses in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1a letter of credit (“Letters of Credit”) or any other non-cash form. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before each of the Closing Date the followingfollowing documents, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, all of which shall be satisfactory in form and substance satisfactory to the Administrative Agent and its counsel and to the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (ai) Copies certified copies of the Parent's (i) articles or certificate of incorporationincorporation and bylaws (or equivalent constitutive documents) of each Obligor as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by each Obligor to authorize the execution, delivery and performance of this Agreement, the other Loan Documents, and in the case of the Borrowers, the borrowings under this Agreement, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of each Obligor authorized to execute and deliver this Agreement and the other Loan Documents on behalf of each Obligor executing any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and, in the case of the Borrowers, to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of each Obligor in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in SECTION 6.1(N) and meeting the requirements thereof, (vi) a certification from the principal officers of the Obligors as to such factual matters as shall be requested by the Agent, (vii) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral, together with all amendments, and loss payable clauses which comply with the terms of SECTION 8.8, (viii) a certificate of good standingthe Financial Officer (or such other officer of Tultex as may be acceptable to the Agent) stating that, each certified by to the appropriate governmental officer in its jurisdiction best of incorporationhis knowledge and based on an examination sufficient to enable him to make an informed statement, (iiA) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of made or deemed to be made under this Agreement is are true and correct on and as of the Closing Effective Date, (iii) there has occurred no material adverse change in after giving effect to the consolidated financial condition Loans to be made at such time and the application of the Parent from that reflected in the Parent's consolidated financial statements proceeds thereof, and (B) no Default or Event of Default exists, (ix) a Borrowing Base Certificate prepared as of December 312, 20071999, and a Schedule of Inventory and a Schedule of Receivables prepared as of November 6, 1999, (ivx) since December 31a Collateral Access Agreement with respect to each leased premises on which any Bank Priority Collateral is located, (xi) Agency Account Agreements and the related Lockbox Agreements, 2007each duly executed by the applicable Borrowers and the Clearing Bank party thereto, (xii) the Initial Notice of Borrowing, there has been no change in duly executed by the business, Property, prospects, condition Borrowers' Agent, (financial or otherwisexiii) or results copies of operations each of the Parent and its Subsidiaries which could reasonably be expected other Loan Documents duly executed by the parties thereto, together with evidence satisfactory to have a Material Adverse Effect. (d) A written opinion the Agent of the general counsel of the Parent, addressed to the Administrative Agent due authorization and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order binding effect of each such requesting Lender.Loan Document on such party, and (gxiv) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations documents and instruments as the Administrative Agent or any Lender may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall Borrower will have received on delivered or before caused to be delivered to the Closing Date Purchaser all of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderPurchaser: (ai) Copies the Note, duly completed and executed by the Borrower; (ii) the Warrants evidencing the right to acquire the number of shares of Common Stock set forth in Section 2.2; (iii) certificates of good standing dated not more than 10 business days prior to the Closing Date for the Borrower and each Guarantor certified by its jurisdiction of organization; (iv) a copy of the Parent's (i) certificate Charter Documents of incorporationthe Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its official of the jurisdiction of incorporation, its incorporation as of a date not more than 10 Business Days prior to the Closing Date; (iiv) bylawsa copy of the Bylaws of the Borrower and each Guarantor, certified as of the Closing Date by the Secretary secretary or Assistant Secretary assistant secretary of the Parent, Borrower and each Guarantor; (iiivi) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution a certificate of the Loan secretary or assistant secretary of the Borrower and each Guarantor, certifying as to the names and true signatures of the Executive Officers of the Borrower and each Guarantor authorized to sign this Agreement and the other Transaction Documents to which it is a party; (vii) copies of the Parent resolutions duly adopted by the Borrower's and each Guarantor's board of directors, authorizing the execution, delivery and performance by the Borrower and each such Guarantor of this Agreement and each of the other Transaction Documents to which it is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name such other instruments and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents documents contemplated hereby to which the Parent Borrower or any Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed consummation of any change in writing by the Parent, and (v) any other information required by Section 326 all of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsother Transactions, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing DateDate by an Executive Officer of the Borrower or such Guarantor; (viii) a certificate dated as of the Closing Date from an Executive Officer of the Borrower stating that the conditions specified in this Section 4.1 have been fully satisfied by the Borrower or waived by the Purchaser; (ix) the opinion of Klehr, (iii) there has occurred no material adverse change Harrison, Xxxxxx, Branzburg & Xxxxxx LLP, counsel for the Borrower and Guarantors, substantially in the consolidated financial condition of the Parent from that reflected form set forth in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the ParentExhibit I, addressed to the Administrative Agent and Purchaser, dated the Lenders in substantially date of the form of Exhibit A-1Closing. (ex) A written opinion certificates of insurance evidencing the outside counsel existence of all insurance required to be maintained by the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender Borrower pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer7.1(c), together with loss payable endorsements, all satisfactory in the type and extent of such coverage to Purchaser; and (xi) such other related money transfer authorizations documents relating to the Transactions contemplated by this Agreement as the Administrative Agent Purchaser may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent On the each Closing Date, the Seller and Servicer shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory deliver to the Administrative Agent and Purchaser in escrow fully executed originals of the Lenders, and (except following documents for the Notes) with sufficient copies for the Administrative Agent and Mortgage Loans to be purchased on each LenderClosing Date: (a) Copies of the Parent's this Agreement (i) certificate of incorporation, together with all amendments, to be executed and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary delivered only for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.initial Closing Date); (b) Copies of each Borrowing Subsidiary's (i) organizational documentswith respect to the initial Closing Date, together with all amendmentsthe Custodial Agreement, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution dated as of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.initial Cut-off Date; (c) A certificatethe related Mortgage Loan Schedule, signed segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the chief financial officer Custodian’s counterpart of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007Custodial Agreement, and (iv) since December 31, 2007, there has been no change in one copy to be attached to the business, Property, prospects, condition (financial or otherwise) or results of operations of related Assignment and Conveyance Agreement as the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Mortgage Loan Schedule thereto; (d) A written opinion of a Custody Receipt, as required under the general counsel of the Parent, addressed Custodial Agreement; (e) with respect to the Administrative Agent and the Lenders initial Closing Date, an Officer’s Certificate, in substantially the form of Exhibit A-1.9 hereto, including all attachments; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; (ef) A written opinion a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the outside counsel Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (g) the then current Underwriting Guidelines to be attached to the Parent related Assignment and Conveyance Agreement as Exhibit C; (h) the Borrowing Subsidiaries, addressed to the Administrative Agent Assignment and the Lenders Conveyance Agreement in substantially the form of Exhibit A-2.13 hereto; and (fi) Any Notes requested by a Lender pursuant to Section 2.16 payable Exhibit B to the order of each such requesting Lenderrelated Assignment and Conveyance Agreement. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of A. On the Closing Date, (iii) there has occurred no material adverse change in Purchaser shall deliver to Seller an executed closing statement, the consolidated financial condition balance of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007Purchase Price, and (iv) since December 31such other documents as may be reasonably required in order to consummate the transaction as set forth in this Agreement. B. On the Closing Date, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations Seller shall deliver to Purchaser possession of the Parent Property; the Deed subject to the Permitted Exceptions and its Subsidiaries which could reasonably be expected those Unpermitted Exceptions waived by Purchaser; a UCC search from appropriate jurisdictions reflecting no liens against Seller, or a termination statement as to have any lien secured by a Material Adverse Effect. (d) A written opinion UCC filing; an inventory of the general counsel Personal Property and a Bxxx of Sale for the Parent, addressed to the Administrative Agent and the Lenders same (in substantially the form of Exhibit A-1. F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. G attached hereto); an executed assignment and assumption of all leases and security deposits (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed H attached hereto); updated rent roll; a notice to the Administrative Agent tenants of the transfer of title and signed the assumption by an Authorized OfficerPurchaser of the landlord's obligations under the leases and the obligation to refund the security deposits (in the form of Exhibit I attached hereto), together with the original leases to be delivered to Purchaser at the Property; a non-foreign affidavit (in the form of Exhibit J attached hereto) and such other related money transfer authorizations documents as may be reasonably required by the Administrative Agent may have reasonably requestedTitle Insurer in order to consummate the transaction as set forth in this Agreement and shall cause the Title Company to deliver the Title Policy subject only to Permitted Exceptions and Unpermitted Exceptions waived by Purchaser. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent On or prior to the Closing Date, Borrower shall have received on or before the Closing Date delivered to Lender the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies executed originals of this Agreement,, the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Collateral Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.ACH Authorization; (b) Copies copies of each Borrowing Subsidiary's resolutions of Borrower’s board of directors and general meeting of shareholders evidencing approval of (i) organizational documents, together with all amendments, the Loan and a certificate of good standing (if applicable), each certified other transactions evidenced by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Documents; (c) A certificate, signed by the chief financial officer copies of the Parent, stating that on current articles of association of Borrower; (d) payment of the Closing Date Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement; and (e) receipt of the Funding Documents and satisfaction of all conditions precedent thereto; (f) Lender shall have received (i) no Default an Advance Request for the relevant Advance as required by 2.2(b), duly executed by Borrower’s Chief Executive Officer or Unmatured Default has occurred Chief Financial Officer, and is continuing, (ii) each of the any other documents Lender may reasonably request. (g) The representations and warranties set out forth in Article V of this Agreement is and in Section 5 shall be true and correct in all material respects on and as of the Closing Date, (iii) there has occurred no material adverse change in Advance Date with the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements same effect as though made on and as of December 31such date, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed except to the Administrative Agent extent such representations and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel warranties expressly relate to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedearlier date. (h) This AgreementBorrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and all its attached Exhibits at the time of and Schedulesimmediately after such Advance no Event of Default shall have occurred and be continuing. (i) The Advance Request shall be deemed to constitute a representation and warranty by Borrower on the Advance Date as to the matters specified in Section 4.2 and as to the matters set forth in the Advance Request.

Closing Documents. The Administrative Agent Seller shall have received on or before the Closing Date the followingexecute, each dated such date acknowledge (unless otherwise specifiedif necessary) and duly deliver (or caused to be executed by and/or delivered) originals of the respective party or parties theretofollowing documents: 8.2.1.1 Statutory Warranty Deed substantially in the form of Exhibit D hereto (“Deed”); 8.2.1.2 Xxxx of Sale, substantially in the form of Exhibit E hereto; 8.2.1.3 Assignment and substance satisfactory Assumption Agreement with respect to the Administrative Agent Leases and Licenses, substantially in the Lendersform of Exhibit F-1 hereto; 8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, substantially in the form of Exhibit F-2 hereto (“Assignment and (except for Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, substantially in the Notes) with sufficient copies for form of Exhibit G hereto; 8.2.1.6 Tenant Estoppels from each tenant under the Administrative Agent Leases and each Lender: (a) Copies of licensee under the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent Licenses as required by Section 326 6.4 above, and in the event the tenant refuses to provide one, then the Seller shall provide a Landlord Estoppel for such tenant; 8.2.1.7 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the USA Patriot Act.conveyance of the Property to Purchaser and advising them that, after the Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction; 8.2.1.8 Settlement statement prepared by Escrow Agent showing all of the payments, adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (b) Copies the “Settlement Statement”); 8.2.1.9 Such transfer tax forms as may be required as a condition to the recordation of each Borrowing Subsidiary's (i) organizational documentsthe Deed or as may be required in connection with the transfer of the Property, together including a Real Estate Excise Tax Affidavit with all amendments, respect to the real estate excise taxes applicable to the purchase and sale transaction and a Sales/Use Tax Return with respect to the sales/use tax due on the tangible Personal Property; 8.2.1.10 Subject to Section 7.1.3 of this Agreement, a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, Seller stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the Seller’s representations and warranties set out contained in Article V Section 5.1 of this Agreement is true and correct on and as in all material respects, provided, however, that if any of the Closing representations and warranties have changed since the Effective Date, then Seller shall revise the representations and warranties to conform to the changed circumstances and shall set forth such changed representations and warranties in such certificate; 8.2.1.11 An Owner’s Affidavit in a commercially reasonable form (iii“Owner’s Affidavit”) there has occurred no material adverse change including required indemnification related to construction. Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably required by the Title Company for the authority of the person(s) executing the Deed and the other documents required to be executed by Seller on behalf of Seller; 8.2.1.12 Delivery of any notices, third party consents or other documents that may be required to transfer any Contracts to be assigned in accordance with Section 6.1.3. 8.2.1.13 Copies of notices of termination of such Contracts as are to be terminated in accordance with Section 6.1.3; 8.2.1.14 Such transfer documentation as may be necessary to transfer all tenant security deposits held by Seller under the Leases or Licenses in the consolidated financial condition form of the Parent from that reflected in the Parent's consolidated financial statements as a letter of December 31, 2007, and credit (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise“Letters of Credit”) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.any other non-cash form; (d) 8.2.1.15 A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders Limited Guaranty executed by City Investors LLC in substantially the form of Exhibit A-1.L hereto; (e) 8.2.1.16 A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders Post-Closing Obligations Guaranty executed by City Investors LLC in substantially the form of attached hereto as Exhibit A-2.M; and (f) Any Notes 8.2.1.17 Such other documents as may be reasonably required for the transaction or as requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting LenderTitle Company. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Closing Documents shall have received on or before consist of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a) Copies a. this Purchase Price and Terms Letter dated as of [ ], 200[ ]; b. [the Parent's (i) certificate of incorporation, together with all amendments, executed Agreement between Seller and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and Purchaser dated as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition including all Exhibits;] c. an original Assignment and Conveyance with an attached Mortgage Loan Schedule dated as of the Parent from that reflected in Closing Date; d. an Assignment and Assumption by Purchaser to Seller of the ParentPurchaser's consolidated financial statements rights as Servicer under the Custodial Agreement by and between Purchaser and [ ] (the "Custodian") dated as of December 31[ ], 2007with respect to the Mortgage Loans in this Purchase Transaction; e. [the Custodial Account Certification or Custodial Account Letter Agreement, and (iv) since December 31as required under the Agreement;] f. [the Escrow Account Certification or Escrow Account Letter Agreement, 2007as required under the Agreement;] g. [an Officer's Certificate for the Seller, there has been no change in the businessincluding all attachments, Property, prospects, condition (financial or otherwise) or results thereto;] h. [an Opinion of operations Counsel of the Parent and its Subsidiaries which could reasonably be expected Seller, in a form acceptable to have a Material Adverse Effect.the Purchaser;] (d) A written opinion i. the Initial Certification of the general counsel Custodian regarding the Mortgage Loans; j. Security Release Certifications, if applicable, executed by any other Person, as requested by Purchaser, if any of the ParentMortgage Loans have at any time been subject to a security interest, addressed to pledge or hypothecation for the Administrative Agent and the Lenders in substantially the form benefit of Exhibit A-1.such person; and (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with k. such other related money transfer authorizations documents as may be reasonably required under the Administrative Agent may have reasonably requestedterms of this Purchase Transaction. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Seller shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory delivered to the Administrative Agent and Purchaser with respect to the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderapplicable Owner: (a) Copies A warranty assignment and assumption of the Parent's (i) certificate of incorporationOwnership Interests in the applicable Owner, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, duly executed by the Secretary or Assistant Secretary of the ParentSeller, which shall identify by name transferring, assigning and warranting to Purchaser all right, title and bear the signatures interest of the Authorized Officers Seller therein, free from all liens, encumbrances, security interests, options and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed adverse claims of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act kind or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.character; (b) Copies of each Borrowing SubsidiaryTo the extent the same are in the Seller's or the applicable Owner's (ior their agents) organizational documentspossession, together with original, fully executed copies of all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.agreements constituting Assets; (c) A certificate, signed The Lease for the Property owned by the chief financial officer applicable Owner duly executed by Tenant; (d) The Limited Rent Guaranty duly executed by MI; (e) The Stock Pledge duly executed by the owner(s) of all of the Parentoutstanding stock in Tenant (or, stating at any Closing occurring after the first Closing, a written certification and acknowledgment by such owner(s) that on the Closing Date Stock Pledge continues in force and effect in accordance with its terms); (f) A copy of the fully executed Franchise Agreement with respect to the applicable Property ; (g) The Owner Agreement duly executed by MI; (h) A copy of the final certificate of occupancy for the applicable Property; (i) no Default or Unmatured Default has occurred An architect's certificate in respect of the Improvements to the applicable Property in the form attached hereto as Schedule L; (j) An engineer's certificate in respect of the Improvements to the applicable Property in the form attached hereto as Schedule M; (k) Certified copies of applicable resolutions and is continuingcertificates of incumbency with respect to the Seller, the applicable Owner, Tenant, the guarantor under the Limited Rent Guaranty and such other persons as the Purchaser may reasonably require; (iil) each An estoppel certificate by Declarant in respect of the DOR in the form of Exhibit "E" thereto, the DCCRO, in the form of Exhibit "E" thereto, and in the form described in Section 15.15 of the Master Declaration; (m) A certificate of a duly authorized officer of MI and Seller confirming the continued truth and accuracy of the representations and warranties set out of the Seller in Article V of this Agreement is true and correct on and (subject to such changes as Seller has given notice of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender Purchaser pursuant to Section 2.16 payable 6 and subject to the order of each such requesting Lender.Section 4.2(b)); (gn) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.The Building Location Survey;

Closing Documents. The Administrative Agent shall have received on or before each of the Closing Date the followingfollowing documents, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, all of which shall be satisfactory in form and substance satisfactory to the Administrative Agent and its special counsel and to the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (ai) Copies certified copies of the Parent's (i) articles or certificate of incorporationincorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the other Loan Documents, and the borrowings under this Agreement, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower or other Person executing any document, certificate or instrument to be delivered in connection with this Agreement or the Loan Documents and, in the case of the Borrower, to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in SECTION 7.1(O) and meeting the requirements thereof, (vi) a signed opinion of Winston & Xxxxxx, counsel for the Borrower, and of such local counsel for the Borrower as may be required, opining as to such matters in connection with the transactions contemplated by this Agreement as the Agent or its special counsel may reasonably request, (vii) the Financing Statements duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (viii) a certification from the principal officers of the Borrower as to such factual matters as shall be reasonably requested by the Agent, (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with all amendments, and loss payable clauses which comply with the terms of SECTION 9.8, (x) a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary President or Assistant Secretary a Financial Officer of the ParentBorrower stating that, (iii) Board to the best of Directors' resolutions his knowledge and of resolutions or actions of any other body authorizing the execution of the Loan Documents based on an examination sufficient to which the Parent is a party, (iv) enable him to make an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.statement, (bA) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of made or deemed to be made under this Agreement is are true and correct on and as of the Closing Effective Date, after giving effect to the Revolving Credit Loans and the Term Loans to be made at such time and the application of the proceeds thereof, and (iiiB) there has occurred no material adverse change Default or Event of Default exists, (xi) a Borrowing Base Certificate, a Schedule of Inventory and a Schedule of Receivables, prepared as of the Effective Date, (xii) a Mortgage Modification with respect to the Mortgages affecting Real Estate located in Jefferson, Georgia and Haw River, Fayetteville and Rocky Mount, North Carolina, duly executed and delivered by the Borrower, in form for recording in the consolidated financial condition appropriate jurisdiction, (xiii) a fully paid endorsement (or commitment to issue the same, subject to no exceptions which the Agent has not approved in writing), to each policy of mortgagee title insurance in effect with respect to the Parent from Mortgages to be modified, insuring that reflected in each such Mortgage, as modified by the Parent's consolidated financial statements as related Mortgage Modification and after giving effect to the execution and delivery of December 31this Agreement, 2007the Notes and the other Loan Documents and the recording of such Mortgage Modification, continues to create a valid first lien on, and security title to, all Real Estate described therein, with no exceptions that the Agent has not approved in writing, (ivxiv) since December 31such materials and information concerning the Real Estate as the Agent may reasonably request, 2007including owner's affidavits, (xv) landlord's waiver and consent agreements duly executed on behalf of each landlord of Real Estate and any other real property on which any Collateral is located, (xvi) Agency Account Agreements, there has been no change in each duly executed by the businessBorrower and the Clearing Bank party thereto, (xvii) a letter, Propertyconforming to the requirements of SECTION 10.8, prospectsfrom the Borrower to the Agent requesting the initial Revolving Credit Loans and the Term Loan to be made on the Effective Date and specifying the method of disbursement, (xviii) the Patent Assignment and Trademark Assignment, condition (financial or otherwise) or results of operations of each duly executed and delivered by the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse EffectBorrower. (dxix) A written opinion copies of each of the general counsel other Loan Documents duly executed by the parties thereto, together with evidence satisfactory to the Agent of the Parent, addressed to the Administrative Agent due authorization and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order binding effect of each such requesting Lender.Loan Document on such party, and (gxx) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations documents and instruments as the Administrative Agent or any Lender may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies The closing documents to be delivered on the initial Closing Date shall consist of fully executed originals of the Parent's following documents, as well as the documents referred to in Section 12.04(b): (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, this Agreement; (ii) bylawsa Custodial Account Letter Agreement or a Custodial Account Certification, certified by as applicable, in the Secretary form of Exhibit D-1 or Assistant Secretary of the ParentExhibit D-2 hereto, as applicable; (iii) Board an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, in the form of Directors' resolutions and of resolutions Exhibit E-1 or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a partyExhibit E-2 hereto, as applicable; (iv) an incumbency certificateOfficer's Certificate, executed by in the Secretary or Assistant Secretary form of the ParentExhibit H hereto, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and including all attachments thereto; and (v) any other information required by Section 326 an Opinion of Counsel of the USA Patriot Act or deemed necessary for Seller, in the Administrative Agent or any Lender to verify the identity form of Parent as required by Section 326 of the USA Patriot ActExhibit I hereto. (b) Copies The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the initial Closing Date) shall consist of fully executed originals of the following documents: (c) the related Purchase Price and Terms Agreement; (d) the related Acknowledgment and Conveyance Agreement, including all annexes thereto; (e) each Borrowing Subsidiary's of the documents required to be delivered by the Seller pursuant to Section 2.03 hereof; (if) organizational documentsan assignment and assumption of the Custodial Agreement; (g) an initial certification of the Custodian; (A) a Security Release Certification, together with all amendments, and a certificate in the form of good standing Exhibit J-1 hereto (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution Seller is a member of the Federal Home Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificateBank System), executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the applicable regional Federal Home Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuingBank and, (iiB) each of the representations and warranties set out if applicable, a Security Release Certification, in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (ei) A written opinion a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the outside counsel to Mortgage Loans were acquired by the Parent and Seller by merger or acquired or originated by the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by Seller while conducting business under a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such name other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all than its attached Exhibits and Schedules.present name;

Closing Documents. The Administrative Loan Parties will have delivered or caused to be delivered to Agent shall have received on or before all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies two or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties; (ii) one or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties; (iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A hereof) in the maximum amounts as set forth herein, duly completed and executed by the Loan Parties; (iv) certificates of good standing dated not more than 10 days prior to the Closing Date for each of the Parent's Loan Parties and Topco issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent; (iv) certificate a copy of incorporationthe Charter Documents of each of the Loan Parties and Topco, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its official of the jurisdiction of incorporation, its organization as of a date not more than 10 days prior to the Closing Date; (iivi) bylaws, certified by the Secretary or Assistant Secretary a copy of the Parent, (iii) Board By-laws of Directors' resolutions and of resolutions or actions of any other body authorizing the execution each of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name Parties and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsTopco, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing DateDate by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party and Topco; (iiivii) there has occurred no material adverse change in the consolidated financial condition a certificate of the Parent from that reflected in secretary or assistant secretary, manager or general partner of each of the Parent's consolidated financial statements Loan Parties and Topco, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party and Topco authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party and Topco hereunder; (viii) copies of the resolutions duly adopted by each Loan Party’s and Topco’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party and Topco of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party and Topco is a party to, and the consummation of all of the other Transactions, certified as of December 31the Closing Date by the secretary, 2007assistant secretary, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial manager or otherwise) or results of operations general partner of the Parent respective Loan Party and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Topco; (dix) A written opinion a certificate dated as of the Closing Date from an officer, general counsel partner or manager of each of the Parent, addressed to Synodys Companies stating that the Administrative Agent and the Lenders conditions specified in substantially the form of Exhibit A-1.this Section 4.1 have been fully satisfied or waived by Agent; (ex) A written opinion certificates of insurance evidencing the outside counsel existence of all insurance required to be maintained by the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender Synodys Companies pursuant to Section 2.16 payable 7.1(c), and Agent shall be satisfied with the type and extent of such coverage; (xi) copies of all material leases to which any of the Loan Parties is a party to; and (xii) such other documents relating to the order of each such requesting LenderTransactions contemplated by this Agreement as Agent or its counsel may reasonably request. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory Seller shall submit to the Administrative Agent and Purchaser fully executed originals of the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a1) Copies of this Agreement, in four counterparts; (2) the Parent's Custodial Agreement, in six counterparts, in the form attached as Exhibit 6 hereto; (i3) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by Custodial Account Letter Agreement in the appropriate governmental officer form attached as Exhibit 7 hereto; (4) as Escrow Account Letter Agreement in its jurisdiction of incorporation, the form attached as Exhibit 8 hereto; (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv5) an incumbency certificateOfficer’s Certificate, executed by in the Secretary or Assistant Secretary form of Exhibit 1 hereto, including all attachments thereto; (6) an Opinion of Counsel to the ParentSeller, which shall identify by name and title and bear in the signatures form of Exhibit 2 hereto; and (7) the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActSeller’s underwriting guidelines. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution fully executed originals of the following documents: (1) the related Confirmation; (2) the related Mortgage Loan Documents Schedule, one copy to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by be attached hereto and one copy to be attached to the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures Custodian’s counterpart of the Authorized Officers Custodial Agreement, as the Mortgage Loan Schedule thereto; (3) a Custodian’s Trust Receipt and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryInitial Certification, as required by Section 326 of under the USA Patriot Act.Custodial Agreement, in a form acceptable to the Purchaser; (c4) A certificatean Officer’s Certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.1 hereto, including all attachments thereto; (e5) A written opinion if requested by the Purchaser, an Opinion of the outside counsel Counsel to the Parent and the Borrowing SubsidiariesSeller, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.2 hereto; (f6) Any Notes if requested by a Lender pursuant to Section 2.16 payable the Purchaser, an Opinion of Counsel to the order of each such requesting Lender.Custodian, in a form acceptable to the Purchaser; (g7) Written money transfer instructionsa Security Release Certification, in substantially the form of Exhibit D3 hereto executed by any Person, addressed as requested by the Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the Administrative Agent and signed by an Authorized Officer, together with benefit of such other related money transfer authorizations as the Administrative Agent may have reasonably requested.Person; (h8) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and (9) This Agreement, an Assignment and all its attached Exhibits and SchedulesConveyance in the form of Exhibit 4 hereto.

Closing Documents. The Administrative Agent (a) At the Closing, Parent or Merger Sub, as applicable, shall have received on or before deliver to the Company: (i) a certified copy of the Parent A&R Charter; (ii) a copy of the A&R Registration Rights Agreement, duly executed by Xxxxxx, Sponsor and the other existing parties thereto; (iii) copies of resolutions and actions taken by Xxxxxx’s and Xxxxxx Sub’s board of directors and stockholders in connection with the approval of this Agreement and the Transactions; (iv) written resignations in forms reasonably satisfactory to the Company, dated as of the Closing Date and effective as of the followingClosing executed by the officers and directors of Merger Sub and the officers and directors of Parent who will not retain such positions upon the Closing, each dated such date as mutually agreed by Parent and the Company or as otherwise stated herein; (unless otherwise specifiedv) and a duly executed counterpart of the Earn-Out Escrow Agreement from a representative of Parent designated prior to the Closing; (vi) the Indemnification Agreements, duly executed by the respective party Xxxxxx; and (vii) all other documents, instruments or parties thereto, in form and substance satisfactory certificates required to be delivered by Parent at or prior to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents Closing pursuant to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act8.2. (b) Copies of each Borrowing Subsidiary's At the Closing, the Company shall deliver to Parent: (i) organizational documentsa copy of the Certificate of Merger, together with all amendments, and a certificate of good standing (if applicable), each certified duly executed by the appropriate governmental officer in its jurisdiction of incorporation, Company; (ii) bylawsa copy of the A&R Registration Rights Agreement, certified duly executed by parties mutually agreed upon by Xxxxxx and the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, Company between the date hereof and the Closing; (iii) resolutions or actions authorizing the execution a duly executed counterpart of the Loan Documents to which such Borrowing Subsidiary is Earn-Out Escrow Agreement from a party, representative of the Company that will be an officer of Parent following the Closing; (iv) an incumbency certificate, executed copies of resolutions and actions taken by the Secretary or Assistant Secretary, director or other appropriate official Company’s board of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent directors and the Lenders shall be entitled to rely until informed Company Stockholders in connection with the approval of any change in writing by this Agreement and the applicable Borrowing Subsidiary, and Transactions; (v) any other information required by Section 326 of a schedule reflecting: (A) the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiarycalculation, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing DateClosing, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in Aggregate Company Share Amount, Total Outstanding Company Shares, each Company Stockholder’s Total Stockholder Outstanding Shares and the Parent's consolidated financial statements as of December 31, 2007, and Per Share Amount; (ivB) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations portion of the Parent and its Subsidiaries which could reasonably be expected Closing Number of Securities issuable to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender each Company Stockholder at Closing pursuant to Section 2.16 payable 2.7(a); and (C) each Company Stockholder’s Earn-Out Pro Rata Share of the Earn-Out Shares to be issued upon the occurrence of the Triggering Events in accordance with Article III; and (vi) all other documents, instruments or certificates required to be delivered by the Company at or prior to the order of each such requesting LenderClosing pursuant to Section 8.3. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent At the Closing, the Company shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory delivered to the Administrative Agent and Purchasers all of the Lenders, and following documents (except for that the Notesdocuments referred to in clause (v) with sufficient copies for below shall only be delivered to the Administrative Agent and each Lender:SBIC Purchaser): (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the ParentCompany, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of dated the Closing Date, stating that the conditions specified in Section 1 and Paragraphs 2A through 2V (other than Paragraphs 2D, 2E, 2G, 2I, 2J, 2S, 2T and 2V), inclusive, have been fully satisfied; (ii) certified copies of (a) the resolutions duly adopted by the Company's board of directors authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, the adoption and filing of the Articles of Incorporation referred to in Paragraph 2B, the amendment and restatement of the Bylaws referred to in Paragraph 2C, the Investment Transaction, the Repurchase Transaction, the Senior Debt Transaction and the other transactions contemplated hereby and (b) the resolutions duly adopted by the Company's shareholders adopting the amendment and restatement of the Articles of Incorporation referred to in Paragraph 2B the amendment and restatement of the Bylaws referred to in Paraxxxxx 0X xxx approving the amendment and restatement of the Stock Option Plans; (iii) there has occurred no material adverse change in the consolidated financial condition certified copies of the Parent from that reflected Articles of Incorporation and the Bylaws, each as in effect at the Parent's consolidated financial statements as of December 31, 2007, and Closing; (iv) since December 31copies of all Third Party Approvals and Governmental Approvals (including all blue sky law filings and waivers of all preemptive rights and rights of first refusal); (v) copies of (a) duly completed and executed SBA Forms 480, 2007652 and 1031 (Parts A and B), there has been no change in (b) a business plan showing the businessCompany's financial projections (including balance sheets and income and cash flow statements) for a five-year period, Property, prospects, condition (financial or otherwisec) or results of operations a written certification from the Company regarding its intended use of the Parent proceeds from the Financing and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion a list, after giving effect to the transactions contemplated hereby, of (1) the name of each of the general counsel Company's directors, (2) the name and title of each of the ParentCompany's officers and (3) the name of each of the Company's shareholders setting forth the number and class of shares held; (vi) good standing certificates of the Company from its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, addressed in each case dated as of a recent date prior to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Closing Date; and (evii) A written opinion of the outside counsel such other documents relating to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested transactions contemplated by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations this Agreement as the Administrative Agent Purchasers or their special counsel may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to the Agent and its counsel and to the Lenders: (i) certified copies of the articles or certificate of incorporation and bylaws of each Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, and the borrowings under this Agreement, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of each Borrower or before other Person executing any document, certificate or instrument to be delivered in connection with this Agreement or the Closing Loan Documents and, in the case of each Borrower, to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of each Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in SECTION 6.1(o) and meeting the requirements thereof, (vi) a signed opinion of Akerman, Senterfitt & Eidsxx, X.A., counsel for the Borrowers and the Trust, substantially in the form of EXHIBIT C, and of such local counsel for the Borrowers and the Trust as may be required, opining as to such matters in connection with the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request, (vii) an opinion of Lytlx Xxxxx & Xurlxx xxx Crowx & Dunlxxx, xxch dated the Effective Date (which opinion may be delivered orally on the followingEffective Date and followed by a signed written opinion promptly thereafter) opining that (A) the Airframe and Engine Mortgage and the Mortgage Supplement are in due form for recordation by the FAA and have been duly filed for recordation with the FAA, (B) the Collateral described in the Airframe and Engine Mortgage and in the Mortgage Supplement is free and clear of all Liens other than the Security Interest, (C) the Security Interest in all Collateral that consists of Airframe Inventory registered in the United States is a perfected, first priority Security Interest, (D) the Security Interest in all Engine Inventory is a perfected, first priority Security Interest, (E) no filings or recordings (other than the above described filings with the FAA) are necessary to perfect the Security Interest in any jurisdiction within the United States, and (F) no authorization, approval, consent, license, or order of, registration with, or giving of notice to, the FAA Engines Registry is required for the valid authorization, delivery or performance of the Airframe and Engine Mortgage and any Mortgage Supplement except for such authorizations, approvals, consents, licenses, orders, registrations and notices as have been effected, (viii) the Financing Statements duly executed and delivered by the Borrowers and the Trust and acknowledgement copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (ix) the Airframe and Engine Mortgage and the Mortgage Supplement duly executed by each Borrower and the Trust, (x) a certification from the principal officers of the Borrowers as to such factual matters as shall be requested by the Agent, (xi) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral, together with loss payable clauses which comply with the terms of SECTION 8.8, the Mortgages and the Airframe and Engine Mortgage, (xii) a certificate of the Financial Officer (or such other officer of Kellxxxxx xx may be acceptable to the Agent) stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, after giving effect to the Loans to be made at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists, (xiii) a Borrowing Base Certificate, a Schedule of Inventory and a Schedule of Receivables, prepared as of a date not more than 5 days prior to the Effective Date, (xiv) solvency certificates, certificates of projection of income and cash flow, and such other certificates as the Agent may require to evidence each Borrower's solvency, (xv) copies of the Mortgages duly executed and delivered by the applicable Borrowers and evidencing the recording of each such instrument in the appropriate jurisdiction for the recording thereof on the Real Estate subject thereto, in order to create in favor of the Agent (for the benefit of the Secured Parties) a valid first Lien on and security title to the Real Estate described therein, or, at the option of the Agent, in proper form for recording in such jurisdiction, (xvi) one or more fully paid mortgagee title insurance policies or, at the option of the Agent, unconditional commitments for the issuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, each dated in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such date Mortgage creates a valid first Lien on, and security title to, all Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing, (unless otherwise specifiedxvii) such materials and information concerning the Real Estate as the Agent may require, including, without limitation, (A) current and accurate surveys satisfactory to the Agent of all of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) zoning letters as to the zoning status of all of the owned Real Estate, (C) certificates of occupancy covering all of the Real Estate, and (D) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may request, (xviii) landlord's, warehouseman's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord, warehouseman or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, -63- 72 (xix) Agency Account Agreements, each duly executed by the respective applicable Borrowers and the Clearing Bank party thereto, (xx) the Initial Notice of Borrowing, duly executed by the chief financial officer of Kellxxxxx, (xxi) a report from a qualified engineering firm or parties theretoother qualified consultant acceptable to the Agent with respect to an investigation and audit of all Real Estate, which shall be based on a thorough review of past and present uses, occupants, ownership and tenancy of the property and/or adjacent properties and/or upgradient properties regarding (A) subsurface ground water hazards, soils and/or test boring reports; (B) contact with local, state or federal agencies regarding known or suspected hazardous material contamination of the property or other properties in form and substance the area; (C) review of aerial photographs; (D) visual site inspection noting unregulated fills, storage tanks or areas, ground discoloration or soil odors; and (E) other investigative methods deemed necessary by the consultant or the Agent to enable the consultant to report that there is no apparent or likely contamination of the property or another property in the area, (xxii) if deemed reasonably necessary to further investigate suspected or likely contamination, supplemental environmental reports prepared by qualified consultants of the analysis of core drilling or ground water samples from the property, showing no contamination by hazardous materials, (xxiii) an appraisal of all owned Real Estate prepared by appraisers satisfactory to the Administrative Agent and Agent, establishing values at levels satisfactory to the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Agent, (axxiv) Copies a certified copy of the Parent's (i) certificate of incorporationorganizational trust agreement governing the Trust, together with all amendments, and a certificate of good standing, each certified by such certifications from the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary trustee of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of Trust with respect to the Loan Documents to which the Parent Trust is a party, party as the Agent may request, (ivxxv) an incumbency certificate, copies of each of the other Loan Documents duly executed by the Secretary or Assistant Secretary parties thereto, together with evidence satisfactory to the Agent of the Parent, which shall identify by name due authorization and title and bear the signatures binding effect of the Authorized Officers and any other officers of the Parent authorized to sign the each such Loan Documents to which the Parent is a Document on such party, upon which certificate and (xxvi) such other documents and instruments as the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Actmay reasonably request. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent 7.1. At the Closing, Seller shall have received on deliver to Purchaser (or before the Closing Date Title Company, as applicable) the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificateLimited Warranty Deed, executed by Seller, in the Secretary or Assistant Secretary form attached hereto as Exhibit F and made a part hereof (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller, and if and to the extent the legal description of the ParentPremises derived from the Updated Survey differs from the legal description set forth on Exhibit A hereto, which shall identify by name and title and bear a Quitclaim Deed conveying the signatures of the Authorized Officers and any other officers of the Parent authorized as-surveyed legal description to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Purchaser; (b) Copies a quitclaim bxxx of each Borrowing Subsidiary's sale, in the form attached hereto as Exhibit G and made a part hereof (i) organizational documents, together with all amendments, and a certificate the “Bxxx of good standing (if applicableSale”), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Seller; (c) A certificatean assignment and assumption of leases, signed in the form attached hereto as Exhibit H and made a part hereof (the “Assignment and Assumption of Leases”), executed by Seller; (d) an assignment and assumption of Contracts, in the chief financial officer form attached hereto as Exhibit I and made a part hereof (the “Assignment and Assumption of Contracts”), executed by Seller; (e) an assignment and assumption of Intangible Property, in the form attached hereto as Exhibit J and made a part hereof (the “Assignment and Assumption of Intangible Property”), executed by Seller; (f) a “non-foreign person certification” that meets the requirements of Section 1445(b)(2) of the ParentInternal Revenue Code of 1986, stating that as amended, or any successor statute thereto (“Code”), in the form attached hereto as Exhibit K and made a part hereof, executed by (or on behalf of) Seller; (g) a signed notice to the Closing Date tenants of the Premises, in the form attached hereto as Exhibit L and made a part hereof (the “Notice to Tenants”), executed by Seller; (h) a signed notice to the third parties under the Contracts, in the form attached hereto as Exhibit M and made a part hereof (the “Notice to Contract Parties”), executed by Seller; (i) no Default or Unmatured Default has occurred all forms, affidavits and is continuingcertificates required to be filed in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal and other transfer taxes with respect to the transactions set forth herein, including, if applicable an affidavit required by O.C.G.A. Section 48-7-128 (iian “Affidavit of Seller’s Residence”) each (the foregoing, collectively, the “Conveyance Tax Documents”), in proper form for submission, prepared, executed and acknowledged by Seller; (j) evidence of termination of the existing property management agreement and any Contracts terminated at or prior to Closing pursuant to Section 17.6; (k) an affidavit regarding brokers in a form reasonably satisfactory to the Title Company; (l) a lien waiver executed by Broker in a form reasonably satisfactory to the Title Company; (m) a title or owner’s affidavit as may be reasonably required by the Title Company in connection with the issuance of the title policy to Purchaser at Closing; (n) a written certification by Seller to Purchaser certifying that Seller's representations and warranties set out in Article V of this Agreement is Section 11 are true and correct on and in all material respects as of the Closing Date, except as expressly disclosed in such certificate; (iiio) there has occurred no a closing statement, acceptable to Seller in Seller’s sole and absolute discretion, executed by Seller; (p) such documents (such as limited liability company resolutions, corporate resolutions or partnership authorizations and certified limited liability company, corporate or partnership organizational documents) as are reasonably required by the Title Company to evidence the authorization of the transactions contemplated by this Agreement (the foregoing shall only be delivered to the Title Company); (q) such additional documents as may be reasonably required by Purchaser or the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material adverse change respect the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein); (r) to the extent same are in the consolidated financial condition possession or reasonable control of Seller or its property manager, original counterparts of all Leases and any guarantees relating thereto, and all lease files related to same; (s) to the Parent from that reflected extent same are in the Parent's consolidated financial statements as possession or reasonable control of December 31Seller or its property manager, 2007all plans and specifications with respect to the Premises; (t) to the extent same are in the possession or reasonable control of Seller or its property manager and are transferable to Purchaser, all original licenses, certificates and permits pertaining to the Premises and required for the use or occupancy thereof; (u) to the extent same are in the possession or reasonable control of Seller or its property manager, keys to all entrance doors to, and (iv) since December 31equipment and utility rooms located in, 2007the Premises, there has been no change to the extent such keys are in the businesspossession of Seller; and (v) to the extent same are in the possession or reasonable control of Seller or its property manager, Propertysuch other documents, prospectsinstruments and/or deliveries as are required to be delivered by Seller pursuant to the terms of this Agreement. 7.2. At the Closing, condition Purchaser shall deliver to Seller (financial or otherwisethe Title Company, as applicable) or results the following: (a) the Closing Funds; (b) the Assignment and Assumption of operations Leases, executed by Purchaser; (c) the Assignment and Assumption of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Contracts, executed by Purchaser; (d) A written opinion the Assignment and Assumption of the general counsel of the ParentIntangible Property, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.executed by Purchaser; (e) A written opinion of the outside counsel Notice to the Parent and the Borrowing SubsidiariesTenants, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.executed by Purchaser; (f) Any Notes requested the Notice to Contract Parties, executed by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender.Purchaser; (g) Written money transfer instructionsthe Conveyance Tax Documents, executed and acknowledged by Purchaser, each in substantially the proper form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.for submission; (h) This such documents (such as limited liability company resolutions, corporate resolutions or partnership authorizations and certified limited liability company, corporate or partnership organizational documents) as are reasonably required by Seller evidencing the authorization of the purchase of the Premises by Purchaser and the delivery by Purchaser of all of the Closing documents required by this Agreement; (i) such other documents as may reasonably be requested by the Title Company to evidence the authorization by Purchaser’s managers, members, partners, joint venturers, shareholders and other controlling entities of Purchaser, of the acquisition of the Premises by Purchaser; (j) an affidavit regarding brokers in a form reasonably satisfactory to the Title Company; (k) a written certification by Purchaser to Seller certifying that Purchaser's representations and warranties in Section 11 are true and correct in all material respects as of the Closing Date, except as expressly disclosed in such certificate; (l) a closing statement executed by Purchaser; and (m) such additional documents as may be reasonably required by Seller or the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Purchaser in a manner not otherwise provided for herein). 7.3. The acceptance of transfer of title to the Premises by Purchaser shall be deemed to be full performance and discharge of any and all obligations on the part of Seller to be performed pursuant to the provisions of this Agreement, except where such agreements and all its attached Exhibits and Schedulesobligations are specifically stated to survive the Closing herein.

Closing Documents. The Administrative Agent Company shall have received on or before delivered the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory following documents to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderPurchasers: (ai) Copies an Officer's Certificate, dated the date of the Parent's (i) certificate of incorporationClosing, together with all amendmentsstating that the conditions specified in paragraphs 2A through 2I, inclusive, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, this paragraph 2L have been fully satisfied; (ii) bylaws, copies certified by an officer of the Secretary or Assistant Company of the resolutions duly adopted by the Company's board of directors authorizing and approving the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, the Charter Amendment and the filing of the Charter Amendment with the Delaware Secretary of State, the Parentreservation for issuance upon conversion of the Preferred Stock of an aggregate of 529,049 shares of Common Stock, the issuance and sale of the Series B Preferred Stock, and the consummation of all other transactions contemplated by this Agreement; (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution copies certified by an officer of the Loan Documents to which Company of the Parent is a party, resolutions of the Company's stockholders authorizing and approving the Charter Amendment and the filing of the Charter Amendment with the Delaware Secretary of State; (iv) an incumbency certificatecopies of the Certificate of Incorporation, executed by the Secretary or Assistant Charter Amendment (as filed with the Delaware Secretary of State) and the ParentCompany's bylaws, each as in effect at the Closing; (v) copies certified by an officer of the Company of any governmental consents, approvals and filings (if any) required in connection with the consummation of the transactions hereunder (including, without limitation, all blue sky law filings); (vi) for the Purchasers which shall identify are SBICs, duly completed and executed SBA Xxxxx 000, 000 xxx 0000 (Xxxx X) xxxether with a five-year business plan showing the Company's financial projections (including balance sheets and income and cash flows statements) for such five-year period, a written statement from the Company regarding its intended use of proceeds from the financing and a list after giving effect to the transactions contemplated by this Agreement of (a) the name of each of the Company's directors, (b) the name and title and bear the signatures of each of the Authorized Officers Company's officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer name of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations Company's stockholders setting forth the number and warranties set out in Article V class of shares held; and (vii) such other documents relating to the transactions contemplated by this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial any Purchaser or otherwise) or results of operations of the Parent and its Subsidiaries which could special counsel may reasonably be expected to have a Material Adverse Effectrequest. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At or prior to the Closing, the Partnership shall have received on or before the Closing Date deliver to Home Properties the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, of which shall be in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderHome properties: (a1) Copies an estoppel certificate from the Existing Lender confirming that there is no default under the Existing Loan, and that there exists no event that with the passage of time or the giving of notice, or both, would constitute such a default; (2) any and all affidavits, certificates or other documents reasonably and customarily required by the Title Company in order to cause it to issue the title policy regarding the Property in the form and condition required by this Agreement; (3) an update of the Parent's Rent Roll pertaining to the Property (i) certificate including a listing of incorporation, together with all amendmentsdelinquent and prepaid rents, and a certificate all security deposits (including all interest due to tenants pursuant to Michigan or other applicable laws), dated as of good standing(or as close as reasonably practicable to) the Closing Date, each and represented and certified by the appropriate governmental officer Partnership to be true, accurate, complete and correct in its jurisdiction of incorporation, all material respects; (ii4) bylaws, certified by to the Secretary or Assistant Secretary extent in the possession of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution Partnership all of the Loan Documents original Leases, Service Contracts and Equipment Leases (such materials shall remain at the rental office and need not be brought to which closing); (5) all keys to the Parent is a party, (iv) an incumbency certificate, executed by Property in the Secretary or Assistant Secretary possession of the ParentPartnership, which shall identify be remain at the rental office and need not be brought to closing; (6) duly executed certificates of title, and other transfer documents, with regard to any vehicle owned by name and title and bear the signatures Partnership; (7) a certified copy of the Authorized Officers and any other officers Certificate of Limited Partnership of the Parent authorized Partnership, and such other evidence of the Partnership's power and authority as the title company may reasonably request; (8) a letter to sign each of the Loan Documents tenants in the Property advising them of the transfer of the Security Deposits, and directing that rentals or other payments thereafter be paid to a payee designated by Home Properties; (9) such existing maintenance records in the Partnership's possession or control in regard to the Property which Home Properties may request not later than five (5) days prior to the Parent is a party, upon Closing Date (which certificate the Administrative Agent and the Lenders shall be entitled delivered at the Property); (10) the currently effective Licenses regarding the Property, or other reasonably acceptable evidence of the right to rely until informed use and occupy the Property; (11) signed notices to each utility service provider, advising of any the change in writing by the Parent, and address for billing purposes; (v12) any other information required by Section 326 a signed counterpart of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 Lock-Up Agreement; (13) a signed counterpart of the USA Patriot Act.Registration Rights Agreement; (14) a signed counterpart of the Amendment to the Operating Partnership Agreement admitting the Unit Partners as limited partners of Home Properties (the "Amendment"); (15) a statement of the aggregate amount of the Security Deposits (with interest) as shown on the updated Rent Roll, which amount shall be adjusted as more fully provided in Section 17 (d); (16) such additional documentation as Home Properties, or the Title Company, may reasonably deem necessary or desirable in order to effectuate the transaction contemplated by this Agreement; (1) a signed counterpart of the Escrow Agreement-Reserve Amount in form substantially similar to EXHIBIT H and (18) a signed counterpart of the Escrow Agreement - Liabilities Reserve in the form substantially similar to EXHIBIT I. (b) Copies At the Closing, Home Properties shall deliver to the Partnership the following, each of each Borrowing Subsidiary's which shall be in form and substance satisfactory to such Partnership: (i1) organizational documentsproof of the issuance of the OP Units allocated to the Unit Partners (by and through the execution and delivery of the Amendment, together with all amendmentswhich shall evidence and reflect the ownership of the OP Units by such Partners); (2) proof of the payment of cash allocated to the Partners who have elected to receive cash in exchange for their Interests; (3) a receipt for the Security Deposits [acknowledged by the deduction described in Section 17 (d)] ; (4) a certificate of the Secretary of HME certifying that the Board of Directors of HME have duly adopted resolutions authorizing the transaction contemplated by this Agreement, and the execution of all of the Closing documents to be executed and delivered by Home Properties pursuant to this Agreement; (5) a sworn statement on behalf of HME certifying that the person signing documents in connection with the transaction contemplated by this Agreement on behalf of Home Properties is authorized to do so; (6) a signed counterpart of the Registration Rights Agreement; (7) a signed counterpart of the Lock-Up Agreement; (8) a signed counterpart of the Amendment; (9) signed counterparts of all other documents listed in Section 16(a) required to be signed by Home Properties; (10) a certified copy of the Operating Partnership Agreement; (11) on behalf of HME, a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by from the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures State of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Maryland; (c12) A certificateon behalf of Home Properties, signed by a certificate of good standing from the chief financial officer Secretary of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each State of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.New York; and (d13) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations additional documentation as the Administrative Agent Partnership may have reasonably requesteddeem necessary to effectuate the transaction set forth in this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Company will have delivered or caused to be delivered to Agent shall have received on or before all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies one or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.3(a) and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company; (ii) one or more Senior Term C Notes evidencing the Senior Term Loan C (as designated by Agent and Purchasers pursuant to Section 2.3(b) and Annex B hereof) in aggregate original principal amount as set forth herein, duly completed and executed by the Company; (iii) one or more Senior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.4 and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company; (iv) one or more Junior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.5 and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company; (v) one or more Warrants (as designated by Agent and Purchasers pursuant to Section 2.6 and Annex B hereof) evidencing the right to acquire the number of shares of Common Stock of the Parent's Company set forth in Section 2.6 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof; (ivi) certificate of incorporation, together with all amendments, and a certificate one or more stock certificates representing the Preferred Stock purchased pursuant to this Agreement; (vii) one or more stock certificates representing the Common Stock purchased pursuant to this Agreement; (viii) certificates of good standingstanding dated not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, for the Company issued by its jurisdiction of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent; (ix) a copy of the Charter of the Company certified by the appropriate governmental officer in its official of the jurisdiction of incorporationits organization as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be; (iix) bylawsa copy of the By-laws of the Company, certified as of the Closing Date and the Additional Closing Date, as the case may be, by the Secretary secretary or Assistant Secretary assistant secretary of the ParentCompany; (xi) a certificate of the secretary or assistant secretary of the Company, certifying as to the names and true signatures of the officers or other authorized person of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder; (iiixii) Board copies of Directors' the resolutions and duly adopted by the Company’s board of resolutions directors, general partners, board of managers or actions of any other body governing body, authorizing the execution execution, delivery and performance by the Company of this Agreement and each of the Loan Documents other agreements, instruments and documents contemplated hereby to which the Parent Company is a party, (iv) an incumbency certificate, executed by and the Secretary or Assistant Secretary consummation of all of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsTransactions, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date and the Additional Closing Date, (iii) there has occurred no material adverse change in as the consolidated financial condition case may be, by the secretary or assistant secretary of the Parent from that reflected in the Parent's consolidated financial statements Company; (xiii) a certificate dated as of December 31the Closing Date and the Additional Closing Date, 2007as the case may be, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations from an officer of the Parent and its Subsidiaries which could reasonably be expected to Company stating that the conditions specified in this Section 4.1 have a Material Adverse Effect.been fully satisfied or waived by Agent; (dxiv) A written opinion certificates of insurance evidencing the general counsel existence of all insurance required to be maintained by the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender Company pursuant to Section 2.16 payable 7.1(c), and Agent shall be satisfied with the type and extent of such coverage; (xv) copies of all material leases to which the Company is a party; and (xvi) such other documents relating to the order of each such requesting LenderTransactions contemplated by this Agreement as Agent or its special counsel reasonably may request. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received Closing Documents to be delivered on or before the Closing Date the following, each dated such date (unless otherwise specifiedspecified below) in respect of the Mortgage Loans to be purchased on the Closing Date shall consist of the following documents (which shall be fully executed originals as applicable): (a) this Agreement, in three (3) counterparts; (b) the Custodial Agreement, in three (3) counterparts; (c) the related Information Diskette provided by Seller, all other information agreed to be provided to the Purchaser by CHL herein or in the Purchase Price and duly executed by Terms Letter and the respective party Mortgage Loan Schedule prepared in accordance with Section 3, with a copy of the latter to be delivered to the Custodian for purposes of the Custodial Agreement; (d) a Custodian’s Initial Certification or parties theretoTrust Receipt, as required under the Custodial Agreement, in the form of Exhibit 6.1 to the Custodial Agreement or Exhibit Q to the Pooling Agreement, as applicable; (e) [Reserved]; (f) [Reserved]; (g) an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments hereto; (h) Opinion of Counsel of CHL and Countrywide Servicing (who may be an employee of CHL and/or Countrywide Servicing), in form and substance reasonably satisfactory to the Administrative Agent Purchaser and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Guarantor; (a) Copies of the Parent's (i) certificate [Reserved]; (j) a Security Release Certification, in the form of incorporationExhibit 3 hereto executed by any person having the benefit of any security interest, together with all amendmentspledge or hypothecation in relation to the Mortgage Loans, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary if any of the ParentMortgage Loans are subject to any security interest, (iii) Board of Directors' resolutions and of resolutions pledge or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary hypothecation for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official benefit of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and person as of the Closing Date; and (k) a certificate or other evidence or merger or change of name, (iii) there has occurred no material adverse change in signed or stamped by the consolidated financial condition applicable regulatory authority, if any of the Parent from that reflected in the Parent's consolidated financial statements as of December 31Mortgage Loans were acquired by CHL by merger or acquired or originated by CHL while conducting business under a name other than its present name, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effectif applicable. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before each of the Closing Date the followingfollowing documents, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, all of which shall be satisfactory in form and substance satisfactory to the Administrative Agent and its counsel and to the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (ai) Copies certified copies of the Parent's (i) articles or certificate of incorporationincorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, the borrowings under this Agreement, and the execution, delivery and performance of the Acquisition Agreement and the Acquisition Documents, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower and to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in Section 7.1(n) and meeting the requirements thereof, (vi) a signed opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, counsel for the Borrower, substantially in the form of Exhibit C, and of such local counsel for the Borrower as may be required, opining as to such matters in connection with the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request, including local counsel opinions regarding the Mortgages and the Real Estate, (vii) the Financing Statements duly executed and delivered by the Borrower and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (viii) a certification from the principal officers of the Borrower as to such factual matters as shall be requested by the Agent, (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with all amendments, and loss payable clauses which comply with the terms of Section 9.8, (x) a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary President or Assistant Secretary a Financial Officer of the ParentBorrower stating that, (iii) Board to the best of Directors' resolutions his knowledge and of resolutions or actions of any other body authorizing the execution of the Loan Documents based on an examination sufficient to which the Parent is a party, (iv) enable him to make an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.statement, (bA) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of made or deemed to be made under this Agreement is are true and correct on and as of the Closing Effective Date, after giving effect to the Initial Loans to be made (iiiand Letters of Credit to be issued) there has occurred at such time and the application of the proceeds thereof, and (B) no material adverse change Default or Event of Default exists, (xi) a Borrowing Base Certificate as of January 31, 1998, a Schedule of Inventory as of January 31, 1998 and a Schedule of Receivables as of January 31, 1998, (xii) copies of the Mortgages, duly executed and delivered by the Borrower, in proper form for recording in the consolidated financial appropriate jurisdiction, in order to create a valid first Lien on and security title to the Real Estate described therein, (xiii) one or more fully paid unconditional commitments for the issuance of mortgagee title insurance policies with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by First American Title Insurance Company, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first lien on, and security title to, all Real Estate described therein, with exceptions only for the Permitted Encumbrances (as defined in each Mortgage), (xiv) such materials and information concerning the Real Estate as the Agent may reasonably require, including, without limitation, (A) current and accurate surveys satisfactory to the Agent of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may reasonably request, and (C) engineer's reports as to the condition of the Parent from that reflected in improvements on the ParentReal Estate and the compliance of the Real Estate with all Applicable Laws, codes and ordinances as the Agent may reasonably request, (xv) landlord's consolidated financial statements or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of December 31Real Estate and any other real property on which any Collateral is located, 2007to the extent Borrower can obtain such landlord's or mortgagee's waiver and consent agreements using all reasonable efforts, (xvi) the Acquisition Documents Assignment, duly executed by the Borrower, (xvii) Agency Account Agreements, each duly executed by the Borrower and the Clearing Bank party thereto, with respect to each bank account of the Borrower other than the Excepted Accounts, (ivxviii) since December 31the Initial Notice of Borrowing, 2007duly executed by the Borrower, (xix) certificates of title for all of the Borrower's motor vehicles, there trailers and other property for which a certificate of title has been no change in issued, subject to such exceptions as the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could Agent shall reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officerapprove, together with applications for the noting of the Agent's security interest (on behalf of the Secured Creditors) thereon, duly executed by the Borrower and in form appropriate for submission to the applicable governmental authority that issued such certificate of title; (xx) copies of each of the other Loan Documents duly executed by the parties thereto, and (xxi) such other related money transfer authorizations documents and instruments as the Administrative Agent or any Lender may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory Seller shall submit to the Administrative Agent and Initial Purchaser fully executed originals of the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a) Copies of the Parent's (i) certificate of incorporationthis Agreement, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, four counterparts; (ii) bylawsthe Commitment Letter, certified by the Secretary or Assistant Secretary of the Parent, in four counterparts; (iii) Board an Officer's Certificate, in the form of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a partyExhibit 1 hereto, including all attachments thereto; (iv) an incumbency certificateOpinion of Counsel to the Seller, executed by in the Secretary or Assistant Secretary form of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Exhibit 2 hereto; and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary Seller's Underwriting Guidelines for the Administrative Agent or any Lender to verify Seller's origination programs; (vi) a Custodial Account Letter Agreement in the identity of Parent form attached as required by Section 326 of Exhibit 11 hereto; and (vii) an Escrow Account Letter Agreement in the USA Patriot Actform attached as Exhibit 10 hereto. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's fully executed originals of the following documents: (i) organizational documents, together with all amendments, the related Assignment and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, Conveyance; (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, related Commitment Letter; (iii) resolutions or actions authorizing the execution of related Mortgage Loan Schedule, one copy to be attached to the Loan Documents related Assignment and Conveyance and one copy to which such Borrowing Subsidiary is a party, be delivered to the Custodian; (iv) an incumbency certificatea Custodian's initial certification, executed indicating that the related Mortgage Files have been received by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and Custodian; (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiaryan Officer's Certificate, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.1 hereto, including all attachments thereto; (evi) A written opinion if requested by the Initial Purchaser, an Opinion of the outside counsel Counsel to the Parent and the Borrowing SubsidiariesSeller, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.2 hereto; (fvii) Any Notes requested by if applicable, a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructionsSecurity Release Certification, substantially in substantially the form of Exhibit D3 hereto executed by any Person other than the Federal Home Loan Bank, addressed as requested by the Initial Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; (viii) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and (ix) to the Administrative Agent extent that the Underwriting Guidelines are modified, amended or supplemented at any time following the Initial Closing Date, the Seller shall notify the Purchaser of such change and signed by an Authorized Officerprovide the Purchaser a copy in both electronic and hard copy of such modification, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedamendment or supplement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At the time and place of Settlement, Seller shall have received on deliver or before the Closing Date cause to be delivered to Buyer the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (ai) Copies Seller shall execute and deliver a good and sufficient general warranty deed to Buyer, conveying the Property free and clear of all taxes, except the general taxes for the year of the Parent's (i) certificate of incorporation, together with all amendmentsSettlement, and a certificate free and clear of good standingall other liens and encumbrances, each certified including governmental liens for special improvements installed as of the date of Buyer's execution of this Agreement, except those Exceptions accepted by Buyer in accordance with subsection 3(c) of this Agreement, those matters not shown by the appropriate governmental officer public records disclosed by Seller and accepted by Buyer in its jurisdiction accordance with subsection 3(d) of incorporation, this Agreement and inclusion of the Property in any special taxing district (the "Deed"); (ii) bylaws, certified by a warranty xxxx of sale whereby Seller shall convey to Buyer its title to the Secretary or Assistant Secretary Personal Property (the "Xxxx of the Parent, Sale"); (iii) Board an assignment whereby Seller will assign and Buyer shall assume all of Directors' resolutions Seller's right, title, and interest, including all the obligations of resolutions or actions of Seller, in, to and under any other body authorizing warranties, Licenses, Permits and Approvals (hereinafter referred to as the execution of the Loan Documents to which the Parent is a party, "Assignment"); (iv) an incumbency certificateall original Licenses, executed Permits and Approvals, and as many signed originals (or true and correct copies of same) of the items covered by the Secretary or Assistant Secretary of the ParentAssignment as are in Seller's possession, which shall identify unless previously delivered by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized Seller to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Buyer; (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary all equipment operating manuals and all equipment warranties and equipment guarantees, if any, in Seller's possession; (vi) all master and duplicate keys to all locks for the Administrative Agent or any Lender to verify Improvements which are in Seller's possession; (vii) a non-foreign person certification; and (viii) a Seller's title affidavit and such other documents as may be reasonably requested by the identity of Parent as required by Section 326 of the USA Patriot ActTitle Company. (b) Copies At the time and place of each Borrowing Subsidiary's Settlement, Buyer shall deliver or cause to be delivered to Seller the following: (i) organizational documents, together with all amendments, and a certificate the balance of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, Purchase Price; (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, Assignment; and (iii) resolutions or actions authorizing such other documents as may be reasonably requested by Seller to carry out the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V intent of this Agreement is true and correct on and as of or by the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse EffectTitle Insurer. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Closing Documents shall have received on or before the Closing Date consist of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of This Agreement duly executed and delivered by the Parent's (i) certificate of incorporationPurchaser, together with all amendments, CWCapital and the Seller and a certificate bill of good standing, each certified sale duly executed and delivered by the appropriate governmental officer Seller; (x) An Officer's Certificate substantially in its jurisdiction the form of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificateExhibit D-1 hereto, executed by the Secretary or Assistant Secretary an assistant secretary of CWCapital, and dated the ParentClosing Date, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to upon which the Parent is a partyPurchaser, upon which certificate the Administrative Agent Initial Purchasers and each Underwriter may rely, attaching thereto as an exhibit the Lenders shall be entitled to rely until informed By-Laws of any change CWCapital. In addition, an Officer's Certificate substantially in writing by the Parent, and (v) any other information required by Section 326 form of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificateExhibit D-1 hereto, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures an assistant secretary of the Authorized Officers Seller, and any other officers of each such Borrowing Subsidiary authorized to sign dated the Loan Documents to which such Borrowing Subsidiary is a partyClosing Date, and upon which certificate the Administrative Agent Purchaser, the Initial Purchasers and each Underwriter may rely, attaching thereto as an exhibit the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 By-Laws of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Seller; (c) A certificatecertificate of formation of CWCapital, signed and an original or copy of a certificate of good standing of CWCapital issued by the chief financial officer Commonwealth of the ParentMassachusetts, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of dated not earlier than 30 days prior to the Closing Date. In addition, (iii) there has occurred no material adverse change in the consolidated financial condition a certificate of formation of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007Seller, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial an original or otherwise) or results copy of operations a certificate of good standing of the Parent and its Subsidiaries which could reasonably be expected Seller issued by the State of Delaware, dated not earlier than 30 days prior to have a Material Adverse Effect.the Closing Date; (d) A written opinion Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for CWCapital, in form reasonably acceptable to counsel for the general Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel of for CWCapital and acceptable to counsel for the ParentPurchaser, dated the Closing Date and addressed to the Administrative Agent Purchaser, the Initial Purchasers and the Lenders in substantially the form of Exhibit A-1.each Underwriter; (e) A written opinion Any other opinions of counsel for CWCapital or the Seller reasonably requested by the Rating Agencies in connection with the issuance of the outside counsel to Certificates, each of which shall include the Parent Purchaser, the Initial Purchasers and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.each Underwriter as an addressee; and (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructionsSuch further certificates, in substantially the form of Exhibit D, addressed to the Administrative Agent opinions and signed by an Authorized Officer, together with such other related money transfer authorizations documents as the Administrative Agent Purchaser may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At or prior to the Closing, the Partnerships shall have received on deliver or before the Closing Date cause to be delivered to Home Properties the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, of which shall be in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderHome Properties: (a1) Copies an estoppel certificate from the Existing Lender confirming that there is no default under the Existing Loan, and that there exists no event that with the passage of time or the giving of notice, or both, would constitute such a default; (2) any and all affidavits, certificates or other documents reasonably and customarily required by the Title Company in order to cause it to issue the title policy regarding the Property in the form and condition required by this Agreement; (3) an update of the Parent's Rent Roll pertaining to the Property (i) certificate including a listing of incorporation, together with all amendmentsdelinquent and prepaid rents, and a certificate all security deposits (including all interest due to tenants pursuant to Illinois or other applicable laws), dated as of good standing(or as close as reasonably practicable to) the Closing Date, each and represented and certified by the appropriate governmental officer Partnerships to be true, accurate, complete and correct in its jurisdiction of incorporation, all material respects; (ii4) bylaws, certified by to the Secretary or Assistant Secretary extent in the possession of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution Partnerships all of the Loan Documents original Leases, Service Contracts and Equipment Leases (such materials shall remain at the rental office and need not be brought to which closing); (5) all keys to the Parent is a party, (iv) an incumbency certificate, executed by Property in the Secretary or Assistant Secretary possession of the ParentPartnerships, which shall identify remain at the rental office and need not be brought to closing; (6) duly executed certificates of title, and other transfer documents, with regard to any vehicle owned by name and title and bear the signatures Partnerships; (7) certified copies of the Authorized Officers and any other officers Certificates of Limited Partnership of the Parent authorized Partnerships, and such other evidence of the Partnerships' power and authority as the title company may reasonably request; (8) a letter to sign each of the Loan Documents tenants in the Property advising them of the transfer of the Security Deposits, and directing that rentals or other payments thereafter be paid to a payee designated by Home Properties; (9) such existing maintenance records in the Partnerships' possession or control in regard to the Property which Home Properties may request not later than five (5) days prior to the Parent is a party, upon Closing Date (which certificate the Administrative Agent and the Lenders shall be entitled delivered at the Property); (10) the currently effective Licenses regarding the Property, or other reasonably acceptable evidence of the right to rely until informed use and occupy the Property; (11) signed notices to each utility service provider, advising of any the change in writing by the Parent, and address for billing purposes; (v12) any other information required by Section 326 a signed counterpart of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 Lock-Up Agreement; (13) a signed counterpart of the USA Patriot Act.Registration Rights Agreement; (14) a signed counterpart of the Amendment to the Operating Partnership Agreement admitting the Unit Partners as limited partners of Home Properties (the "Amendment"); (15) a statement of the aggregate amount of the Security Deposits (with interest) as shown on the updated Rent Roll, which amount shall be adjusted as more fully provided in Section 17 (d); (16) such additional documentation as Home Properties, or the Title Company, may reasonably deem necessary or desirable in order to effectuate the transaction contemplated by this Agreement, including but not limited to such documents as are necessary or appropriate to accomplish the closing sequence as described in Section 2(b); (17) a signed counterpart of the Escrow Agreement-Reserve Amount in form substantially similar to EXHIBIT H; and (18) a signed counterpart of the Escrow Agreement - Liabilities Reserve in the form substantially similar to EXHIBIT I. (b) Copies At the Closing, Home Properties shall deliver to the Partnerships the following, each of each Borrowing Subsidiary's which shall be in form and substance satisfactory to such Partnership: (i1) organizational documentsproof of the issuance of the OP Units allocated to the Unit Partners (by and through the execution and delivery of the Amendment, together with all amendmentswhich shall evidence and reflect the ownership of the OP Units by such Partners); (2) proof of the payment of cash allocated to the Partners who have elected to receive cash in exchange for their Interests; (3) a receipt for the Security Deposits [acknowledged by the deduction described in Section 17 (d)] ; (4) a certificate of the Secretary of HME certifying that the Board of Directors of HME have duly adopted resolutions authorizing the transaction contemplated by this Agreement, and the execution of all of the Closing documents to be executed and delivered by Home Properties pursuant to this Agreement; (5) a sworn statement on behalf of HME certifying that the person signing documents in connection with the transaction contemplated by this Agreement on behalf of Home Properties is authorized to do so; (6) a signed counterpart of the Registration Rights Agreement; (7) a signed counterpart of the Lock-Up Agreement; (8) a signed counterpart of the Amendment; (9) signed counterparts of all other documents listed in Section 16(a) required to be signed by Home Properties; (10) a certified copy of the Operating Partnership Agreement; (11) on behalf of HME, a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by from the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures State of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Maryland; (c12) A certificateon behalf of Home Properties, signed by a certificate of good standing from the chief financial officer Secretary of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each State of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.New York; and (d13) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations additional documentation as the Administrative Agent Partnerships may have reasonably requesteddeem necessary to effectuate the transaction set forth in this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Seller shall have received on or before delivered to the Closing Date Purchaser the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the ParentA Bargain and Sale Deed with covenants against grantor's (i) certificate of incorporationacts in proper form for recording, together with all amendments, duly executed and a certificate of good standing, each certified acknowledged by the appropriate governmental officer in its jurisdiction of incorporationSeller, (ii) bylawsconveying good and marketable title to such Premises, certified by free from all liens and encumbrances other than the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Permitted Encumbrances; (b) Copies of each Borrowing Subsidiary's (i) organizational documentsThe Lease, together with all amendmentsduly executed and acknowledged by Vaso, and a certificate termination of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to lease under which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) Vaso or any other information required by Section 326 of tenant occupies the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Premises; (c) A certificate, signed An assignment by the chief financial officer Seller and an assumption by the Purchaser, in the form attached hereto as Schedule C, duly executed and acknowledged by the Seller and the Purchaser, of all of the ParentSeller's right, stating that on the Closing Date (i) no Default or Unmatured Default has occurred title, and is continuinginterest in, (ii) each to and under all of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Intangibles; (d) A written opinion bill of sale, in the form attached hereto as Schedule D, with respect to all of the general counsel Personal Property, on an "as is, where is" condition with "all faults" (it being understood and agreed that no portion of the Parent, addressed Purchase Price is allocated to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Personal Property); (e) A written opinion To the extent the same are in the Seller's possession, original, fully executed copies of the outside counsel all material documents and agreements, warranties and guarantees, or letters of credit from Tenants, if any, plans and specifications, certificates of occupancy, and other governmental licenses and permits pertaining to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.Premises; (f) Any Notes requested An assignment by a Lender pursuant Seller and an assumption by the Purchaser in the form attached hereto as Schedule E, duly executed and acknowledged by the Seller and the Purchaser of all Seller's right, title and interest in, to Section 2.16 payable and under the Contracts that are being assigned to and assumed by Purchaser in accordance with the order terms hereof, together with true, correct and complete copies of each such requesting Lender.the Contracts being assumed by Purchaser; (g) Written money transfer instructionsA certification, duly executed and acknowledged by Seller, in substantially the form attached hereto as Schedule F that Seller is not a foreign person within the meaning of Exhibit DSection 1445 of the United States Revenue Code of 1986, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.amended; (h) This AgreementSuch other conveyance documents, certificate, deeds, tax returns and other instruments as the Purchaser, the Seller or the Title Company may reasonably require and as are customary in like transactions in the greater New York area; (i) A certificate confirming that all its attached Exhibits of Seller's representations and Scheduleswarranties to the Purchaser are true and correct on the Closing Date; and (j) All keys and combinations to all locks on the Premises.

Closing Documents. The Administrative Agent shall have received on or before each of the Closing Date the followingfollowing documents, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, all of which shall be satisfactory in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies certified copies of the Parent's (i) certificate articles of incorporation, together with all amendments, incorporation and a certificate bylaws of good standing, each certified by the appropriate governmental officer Borrower as in its jurisdiction of incorporation, effect on or about the Effective Date; (ii) bylawscertified copies of all corporate action (including stockholder approval, certified if necessary) taken by the Secretary or Assistant Secretary Borrower to authorize the execution, delivery and performance of this Agreement and the ParentLoan Documents, and the borrowings under this Agreement; (iii) Board certificates of Directors' resolutions incumbency and specimen signatures with respect to each of resolutions the officers of the Borrower who is authorized to execute and deliver this Agreement or actions any Loan Document on behalf of the Borrower or any other body authorizing the execution of document, certificate or instrument to be delivered in connection with this Agreement or the Loan Documents and to which the Parent is a party, request borrowings under this Agreement; (iv) an incumbency certificate, executed by a certificate evidencing the Secretary or Assistant Secretary good standing of the Parent, Borrower in the respective jurisdiction of its incorporation and in each other jurisdiction in which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized it is qualified as a foreign corporation to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and transact business; (v) any other information required by copies of all the financial statements referred to in Section 326 of 6.1 (m) and meeting the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.requirements thereof; (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (ivvi) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the ParentSuthxxxxxx, addressed to the Administrative Agent and the Lenders Xxxxxx & Xrenxxx XXX in substantially the form of Exhibit A-1.C hereto and opining as to such other matters in connection with this Agreement as the Agent may reasonably request; (evii) A written opinion evidence satisfactory to the Agent and each Lender as to the filing of the outside counsel Financing Statements and other documents as appropriate naming the Borrower as debtor and the Agent as secured party, duly executed by the Borrower, in each jurisdiction or with each agency of the United States of America where such filing may be necessary or appropriate to perfect the Security Interest and evidence that such filings have created a first priority security interest in the Collateral; (viii) the Revolving Credit Notes complying with the terms of Section 2.4, duly executed and delivered by the Borrower; (ix) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 8.8(b) and are otherwise satisfactory to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.Lenders; (fx) Any Notes requested by a Lender pursuant to Section 2.16 payable Certificate of the chief executive officer or chief financial officer of the Borrower stating that, to the order best of each such requesting Lender.his knowledge and based on an examination sufficient to enable him to make an informed statement, (gA) Written money transfer instructionsall of the representations and warranties made or deemed to be made under this Agreement are materially true and correct as of the Effective Date, in substantially the form of Exhibit D, addressed both with and without giving effect to the Administrative Loans to be made at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists; (xi) a letter from the Borrower to the Agent requesting any Loans to be made, specifying the method of disbursement, and signed Letters of Credit to be issued on the Effective Date; (xii) a Borrowing Base Certificate and a Schedule of Inventory and a Schedule of Receivables, based upon the end of the Fiscal Month next preceding the Effective Date; (xiii) any Security Documents to be delivered in connection with the Collateral, duly executed and delivered by an Authorized Officerthe parties thereto; (xiv) evidence satisfactory to the Lenders that all "Letters of Credit" as defined in and issued by Wachovia Bank, together with N.A. under the Existing Loan Agreement have been returned by the beneficiaries thereof for cancellation; and (xv) such other related money transfer authorizations documents and instruments as the Administrative Agent or any Lender may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At the Closing, the Stockholder shall have received on or before deliver to the Closing Date Purchaser all of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (ai) Copies this Agreement; (ii) the Shares, together with duly executed instruments of assignment; (iii) a certificate certifying that the conditions set forth in Sections 7.1(a), (b) and (c) have been satisfied by the Stockholder. Attached to such certificate shall be a copy of the Parent's (i) Company’s bylaws, a certified copy of the Company’s certificate of incorporation, together with all amendmentsa good standing certificate for the Company and a copy of the minutes or resolutions approving the transactions contemplated in this Agreement, and a such certificate of good standingshall certify that, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, such bylaws, certificate of incorporation and minutes or resolutions are true, complete and correct, have not be altered or repealed and are in full force and effect; (iv) written resignations from the directors and officers of the Company; (v) the Escrow Agreement; (vi) the Non-Competition Agreement; (vii) [Intentionally Omitted]; (viii) the Company’s original minute book; and (ix) such other documents and instruments as are contemplated in this Agreement or as Purchaser or Purchaser’s counsel may reasonably request in order to evidence or consummate the transactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement. (b) At the Closing, the Purchaser shall deliver to the Stockholder the following: (i) this Agreement; (ii) a certificate from the Purchaser certifying that the conditions set forth in Sections 7.2(a) and (b) have been satisfied by the Purchaser; (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and Escrow Agreement; (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition Non Competition Agreement; (financial or otherwisev) or results of operations the wire transfer of the Parent and its Subsidiaries which could reasonably be expected Purchase Price (net of the Escrow Amount delivered to have a Material Adverse Effect.the Escrow Agent pursuant to the terms of the Escrow Agreement); and (dvi) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations documents and instruments as are contemplated in this Agreement or as Stockholder or Stockholder’s counsel may reasonably request in order to evidence or consummate the Administrative Agent may have reasonably requestedtransactions contemplated in this Agreement or to effectuate the purpose or intent of this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the followingSeller or Servicer, each dated such date (unless otherwise specified) and duly as applicable, shall submit to the Initial Purchaser fully executed by originals of the respective party or parties theretofollowing documents: 1. this Agreement, in four counterparts; 2. a Custodial Account Letter Agreement in the form and substance satisfactory attached as Exhibit 7 hereto; 3. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 4. a Seller’s Officer’s Certificate, in the form of Exhibit 1-A hereto, including all attachments thereto; 5. an Servicer’s Officer’s Certificate, in the form of Exhibit 1-B hereto, including all attachments thereto; 6. an Opinion of Counsel to the Administrative Agent Seller and Servicer, in the Lenders, and (except for form of Exhibit 2 hereto; and 7. the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActUnderwriting Guidelines. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution fully executed originals of the following documents: 1. the related Confirmation; 2. the related Mortgage Loan Documents to which such Borrowing Subsidiary is Schedule; 3. a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodian’s Trust Receipt, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed form acceptable to the Administrative Agent and the Lenders Initial Purchaser; 4. an Officer’s Certificate, in substantially the form of Exhibit A-1.1-A hereto, including all attachments thereto; (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries5. an Servicer’s Officer’s Certificate, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.1-B hereto, including all attachments thereto; (f) Any Notes 6. if requested by a Lender pursuant to Section 2.16 payable the Initial Purchaser, an Opinion of Counsel to the order of each such requesting Lender. (g) Written money transfer instructionsSeller, in substantially the form of Exhibit D2 hereto; 7. a Security Release Certification, addressed in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 8. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 9. any modifications, amendments or supplements to the Administrative Agent Underwriting Guidelines following the Initial Closing Date; and 10. an Assignment and signed by Conveyance in the form of Exhibit 4 hereto; and 11. in the event that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, an Authorized Officer, together with updated copy of such other related money transfer authorizations as the Administrative Agent may have reasonably requestedUnderwriting Guidelines. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the initial Closing Date Date, the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory Company shall submit to the Administrative Agent and Purchaser fully executed originals of the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a) Copies of the Parent's (i) certificate of incorporationthis Agreement, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, four counterparts; (ii) bylawsan Officer’s Certificate, certified by in the Secretary or Assistant Secretary form of the ParentExhibit I hereto, including all attachments thereto; (iii) Board an Opinion of Directors' resolutions and Counsel to the Company, in the form of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, Exhibit Jhereto; (iv) an incumbency certificate, executed by a Custodial Account Letter Agreement in the Secretary or Assistant Secretary form of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Exhibit D-2hereto; (v) any other information required by Section 326 an Escrow Account Letter Agreement in the form of Exhibit E-2 hereto; and (vi) the USA Patriot Act or deemed necessary Company’s Underwriting Guidelines for the Administrative Agent or any Lender to verify the identity each of Parent as required by Section 326 of the USA Patriot Actits origination programs. (b) Copies The Closing Documents for the Loans to be purchased on each Closing Date (including the initial Closing Date) shall consist of each Borrowing Subsidiary's fully executed originals of the following documents: (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, related Trade Confirmation; (ii) bylaws, certified if requested by the SecretaryPurchaser, Assistant Secretaryan Officer’s Certificate, director or other appropriate official in the form of such Borrowing SubsidiaryExhibit I hereto, including all attachments thereto; (iii) resolutions or actions authorizing if requested by the execution Purchaser, an Opinion of Counsel to the Loan Documents to which such Borrowing Subsidiary is a partyCompany, in the form of Exhibit J hereto; (iv) an incumbency certificateif any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of any Person, a Security Release Certification, in the form of Exhibit K hereto, executed by the Secretary or Assistant Secretary, director such Person; (v) a certificate or other appropriate official evidence of each Borrowing Subsidiarymerger or change of name, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing signed or stamped by the applicable Borrowing Subsidiaryregulatory authority, and (v) if any other information required by Section 326 of the USA Patriot Act Mortgage Loans were acquired by the Company by merger or deemed necessary for acquired or originated by the Administrative Agent or any Lender to verify Company while conducting business under a name other than its present name, if applicable; and (vi) an Assignment and Conveyance, in the identity form of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot ActExhibit L hereto. (c) A certificateIn addition, signed by to the chief financial officer of extent that the ParentUnderwriting Guidelines are modified, stating that on amended or supplemented at any time following the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the initial Closing Date, the Company shall notify the Purchaser of such change and provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or supplement no later than five (iii5) there has occurred no material adverse change in Business Days following the consolidated financial condition effective date of the Parent from that reflected in the Parent's consolidated financial statements as of December 31such modification, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial amendment or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effectsupplement. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Buyer shall have received delivered to the Seller the following: (i) wire transfers representing the Purchase Price determined in accordance with Section 1.8, as adjusted, if at all, pursuant to Section 1.9; (ii) a certificate of an officer of the Buyer dated as of the relevant Closing Date and signed by an executive officer of the Buyer, certifying that the conditions in Section 6.2(a) and Section 6.2(b) have been met; (iii) a copy of the resolutions duly adopted by the board of directors and shareholders of the Buyer authorizing the execution, delivery and performance by the Buyer of each Transaction Document to which the Buyer is a party and the consummation of the Transactions, as in effect as of the relevant Closing, certified on behalf of Buyer by an officer of the Buyer (which such certification shall include a representation as to the incumbency and signatures of the officers of the Buyer executing the Transaction Documents); (iv) with respect to the First Closing, the Transition Services Agreement, duly executed by the Buyer or its Affiliate (including the Subject Companies); and with respect to the Second Closing, the joinder to the Transition Services Agreement, duly executed by the Buyer or its Affiliate (including the Subject Companies); (v) with respect to the First Closing, the Technical Support Agreement, duly executed by the Buyer or its Affiliate (including the Subject Companies); and with respect to the Second Closing, the joinder to the Technical Support Agreement, duly executed by the Buyer or its Affiliate (including the Subject Companies); (vi) evidence in a form reasonably satisfactory to the Seller of the termination, in each case, on or before the relevant Closing Date, of each guarantee or similar obligation issued by the Seller or its Affiliates for the benefit of the Subject Companies; (vii) a termination statement (or similar document) in a form reasonably satisfactory to the Seller evidencing the settlement on or before the First Closing Date of a certain loan from PDITL to General Cable Energy India Private Ltd.; (viii) with respect to the followingFirst Closing, each dated such date the Thailand Technical Assistance Termination Agreement, duly executed by PDITL; (unless otherwise specifiedix) with respect to the First Closing, the Thailand Management Termination Agreement, duly executed by PDITL; (x) with respect to the First closing, the Thailand Trademark License Agreement, duly executed by PDITL and PD Trading; (xi) with respect to the Second Closing, the China Management Termination Agreement, duly executed by GC China; (xii) with respect to the Second Closing, the China Trademark License Agreement, duly executed by GC China; (xiii) with respect to the Second Closing, the Australia Management Termination Agreement, duly executed by GC Australia; (xiv) with respect to the Second Closing, the names of the nominees to replace all of the directors and officers of the Subject Companies (other than PDITL and PD Trading); (xv) a general release of the Seller and the Equity Sellers, duly executed by the respective party or parties thereto, Buyer and in form and substance satisfactory to the Administrative Agent Seller and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Buyer; and (axvi) Copies of the Parent's (i) certificate of incorporationall other documents, together with all amendmentscertificates, and a certificate of good standing, each certified instruments or writings required to be delivered by the appropriate governmental officer Buyer at or prior to the relevant Closing pursuant to this Agreement. Any condition set forth in its jurisdiction of incorporation, (ii) bylaws, certified this Section 6.2 may be waived by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActSeller. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received (a) Before noon Eastern time on or before the Business Day prior to the Closing Date Date, Seller shall deliver to Buyer the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, Loan Schedule; (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, Settlement Statement; and (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution completed drafts of the Loan Documents allonges and assignments contemplated to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized be delivered hereunder related to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Acteach Loan. (b) Copies of each Borrowing Subsidiary's On or before noon Eastern time on the Closing Date, the parties shall exchange the following: (i) organizational documentsthis Agreement, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, fully-executed; (ii) bylawsexecuted allonges and assignments for each Loan, certified by completed to the Secretary, Assistant Secretary, director or other appropriate official reasonable satisfaction of such Borrowing Subsidiary, both parties; and (iii) resolutions or actions authorizing consents, to the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificateextent required, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and required parties in order to transfer any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot ActAsset hereunder. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of On the Closing Date, after confirmation of receipt of the funds required under Section 6.4, Seller shall deliver the following documentation to Buyer: (iiii) there has occurred no material adverse change for each Loan, the Collateral Documents shown on Exhibit B-1 with exceptions as noted on Exhibit B-2; and (ii) {[____]} originals of the Limited Power of Attorney, substantially in the consolidated financial condition form of Exhibit I, fully-executed by Seller and which shall only be used by Buyer to correct any errors contained on any assignment documents which are subsequently rejected by the Parent applicable recording offices. Delivery shall be, at Buyer’s expense and choice, by (i) Buyer picking up such documentation from that reflected in Seller (or Servicer or Seller’s document custodian, as the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwisecase may be) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect(ii) overnight delivery using Buyer’s customary courier. (d) A written opinion On the Business Day following the Closing Date: (i) Seller shall make the Loan Files available to Buyer for pickup. Buyer shall be responsible for arranging pickup of the general counsel of the Parent, addressed to the Administrative Agent files by a shipping company and the Lenders in substantially the form of Exhibit A-1related shipping costs. (e) A written opinion of Within five (5) Business Days following the outside counsel to the Parent and the Borrowing Subsidiaries, Closing Date: (i) Seller shall mail executed letters addressed to the Administrative Agent and the Lenders Borrower, substantially in substantially the form of Exhibit A-2H, notifying such Borrower of the conveyance of the Loan to Buyer and directing such Borrower to make all payments under the Loan to Buyer. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's ’s (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent Parent, as required by Section 326 of the USA Patriot ActAct has been received by the Administrative Agent or such Lender at least five (5) days prior to the Closing Date. (b) Copies of each Borrowing Subsidiary's ’s (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporationorganization, (ii) bylawsbylaws (or equivalent governing documents), certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act, has been received by the Administrative Agent or such Lender at least five (5) days prior to the Closing Date. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct in all material respects on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's ’s consolidated financial statements as of December 31, 20072014, and (iv) since December 31, 20072014, there has been no change in the business, Property, prospects, Property or financial condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries Subsidiaries, taken as a whole, which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1Lenders. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2Lenders. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the followingSeller shall submit to the Initial Purchaser fully executed originals (or, each dated with respect to clause (6) below, a link to Seller’s website that contains such date (unless otherwise specifiedinformation) and duly executed by of the respective party or parties theretofollowing documents: 1. this Agreement, in four counterparts; 2. a Custodial Account Letter Agreement in the form and substance satisfactory to attached as Exhibit 6 hereto; 3. as Escrow Account Letter Agreement in the Administrative Agent and form attached as Exhibit 7 hereto; 4. an Officer’s Certificate, in the Lendersform of Exhibit 1 hereto, and (except including all attachments thereto; 5. Reserved; and 6. the Seller’s Underwriting Guidelines for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActSeller’s origination programs. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's (i) organizational fully executed originals of the following documents: 1. the related Commitment Letter; 2. the related Mortgage Loan Schedule to be attached to the related Assignment and Conveyance; 3. a Custodian’s trust receipt and initial certification, together with as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all amendmentsattachments thereto; 5. Reserved; 6. a Security Release Certification, and in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 7. a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official evidence of such Borrowing Subsidiarymerger or change of name, (iii) resolutions signed or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing stamped by the applicable Borrowing Subsidiaryregulatory authority, and (v) if any other information required by Section 326 of the USA Patriot Act Mortgage Loans were acquired by the Seller by merger or deemed necessary for acquired or originated by the Administrative Agent Seller while conducting business under a name other than its present name, if applicable; 8. an Assignment and Conveyance in the form of Exhibit 4 hereto; and 9. any modifications, amendments or any Lender supplements to verify the identity of such Borrowing Subsidiary, as required by Section 326 of Underwriting Guidelines following the USA Patriot ActInitial Closing Date. (c) A certificateIn addition, signed by to the chief financial officer of extent that the ParentUnderwriting Guidelines are modified, stating that on amended or supplemented at any time following the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Initial Closing Date, the Seller shall notify the Purchaser of such change and provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or supplement no later than five (iii5) there has occurred no material adverse change in Business Days following the consolidated financial condition effective date of the Parent from that reflected in the Parent's consolidated financial statements as of December 31such modification, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial amendment or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effectsupplement. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before At the Closing Date the following, each dated such date (unless otherwise specifiedexpressly indicated): (a) Seller shall deliver to Purchaser the following items: (i) a Deed for the Property in accordance with Section 21 hereof. (ii) the Assignment of Space Leases for the Property executed by Seller, which Assignment shall be in the form of Exhibit F attached hereto. (iii) duplicate originals, or if duplicate originals are not available, true and complete copies certified as true by Seller, of all of the Space Leases. (iv) to the extent in Seller's possession, the real estate tax bills then payable for each Property for the then current real estate tax year. (v) a duly executed by certificate of Seller, in the respective party or parties theretoapplicable form set forth in Treasury Regulations Section 1.1445-2(b)(2). (vi) an assumption agreement ("Assumption Agreement") in a mutually agreeable form whereby Purchaser assumes all of Seller's obligations under the ECR and the Development Agreement. (vii) at least five (5) business days prior to Closing, and subject to the terms of Section 25(a)(vii)(B), estoppel certificates ("Estoppel Certificates"), in form and substance which does not vary materially from the form annexed hereto as Exhibit G executed by each of the Anchor Space Tenants and Space Tenants under Space Leases which (together with the Anchor Space Tenants) demise an aggregate number of rentable square feet equal to at least eighty-five (85%) of the rented space at the Premises on the date hereof (which shall include Estoppel Certificates from all Space Tenants leasing at least five thousand [5,000] square feet of space); provided, however, with respect to Anchor Space Tenants, Seller shall only be required to deliver 18 such tenant estoppel certificate which is required under the Space Lease for such Anchor Space Tenants; (A) If the required number of Estoppel Certificates cannot be timely delivered, or if the required number of Estoppel Certificates which are timely delivered do not cover the material applicable matters set forth in Exhibit G, Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed thirty (30) days, to obtain satisfactory Estoppel Certificates or, if Purchaser consents, deliver its certificate ("Seller's Certificate") with respect to not more than fifty (50%) percent of the non-Anchor Space Tenants, covering all of the matters set forth in Exhibit G if no Estoppel Certificate is delivered by a Space Tenant or covering the matters not covered by a Space Tenant. Subsequent to the Administrative Agent Closing, Seller may deliver to Purchaser Estoppel Certificates or supplemental Estoppel Certificates covering those matters not covered by the previously delivered Estoppel Certificates. Upon delivery of such Estoppel Certificates, Seller shall be entirely released from all liability arising out of Seller's Certificate delivered at the Closing as Seller's Certificate relates to the particular Space Tenant and/or Space Lease covered by the Estoppel Certificate, to the extent the information contained in such Estoppel Certificates is consistent with the information contained in Seller's Certificate. If Seller does not or cannot deliver the required number of Estoppel Certificates or Seller's Certificate, or if Purchaser elects to not accept Seller's Certificate, Purchaser's sole remedy shall be to terminate this Contract and receive the Lendersreturn of the Deposit or to close title notwithstanding the lack of the Estoppel Certificate or Seller's Certificate without any reduction of the Purchase Price and without any liability of Seller relative thereto. (1) In the event any Estoppel Certificate or Seller's Certificate shall indicate a default by landlord under a Space Lease (such default hereinafter being referred to as an "Estoppel Default"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed thirty (except 30) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit. (2) Furthermore, in addition to the foregoing, if the required Estoppel Certificates have not been timely delivered, then Purchaser shall have the right to extend the Closing for a period not in excess of ten (10) days and Purchaser shall have the right to attempt to obtain such Estoppel Certificates; provided that Seller shall have no liability if Purchaser is unable to do so. (viii) to the extent then in Seller's possession or control, copies of plans and specifications relating to the Properties. (ix) a bill xx sale without representation or warranty for any personal property being conveyed pursuant to this Contract. (x) the Assignment of Service Contracts for the Notes) with sufficient copies for Property executed by Seller, which assignment shall be in the Administrative Agent and each Lender:form of Exhibit H attached hereto. (axi) Copies of the Parent's Outparcel Easements. (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (ivxii) an incumbency certificate, estoppel letter executed by the Secretary or Assistant Secretary First Baptist Church of Pontiac (the Parent, which shall identify by name and title and bear "Church") providing that the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent Church is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed not aware of any change default under that certain Agreement between the Church and Seller dated June 26, 1998 or that certain Easement Agreement between the Church and Seller dated June 26, 1998 and that both agreements are still in writing by the Parent, full force and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Acteffect. (b) Copies of each Borrowing Subsidiary's (i) organizational documentsPurchaser shall pay the Purchase Price to Seller or as Seller may direct, together with all amendments, and a certificate of good standing (if applicable), each certified by through the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryEscrowee, as required by provided in Section 326 of the USA Patriot Act3 hereof. (c) A certificatePurchaser shall execute, signed by the chief financial officer of the Parent, stating that on the Closing Date acknowledge (where required) and deliver to Seller: (i) no Default or Unmatured Default has occurred and is continuing, the Assignments of the Space Leases; (ii) each the Assignments of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, Service Contracts; (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and Outparcel Easements; and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse EffectAssumption Agreement. (d) A written opinion Seller and Purchaser shall execute a notice to each of the general counsel of Space Tenants stating in substance that Purchaser has succeeded to Seller's interest as landlord under the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1Space Leases. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Loan Parties will have delivered or caused to be delivered to Agent shall have received on or before all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies the US Notes (as designated by Agent and Purchasers pursuant to Section 2.1(a) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the US Loan Parties; (ii) the Canadian Notes (as designated by Agent and Purchasers pursuant to Section 2.1(b) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Canadian Loan Parties; (iii) the Warrants (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) evidencing the right to acquire the number of shares of Common Stock of Parent set forth in Section 2.2 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof; (iv) certificates of good standing dated not more than 10 Business Days prior to the Closing Date for each of the Parent's Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where they are qualified to operate as a foreign corporation, or its equivalent except for such jurisdiction where the failure to so qualify would not reasonably be likely to have or result in a Material Adverse Effect; (iv) certificate a copy of incorporationthe Charter Documents of each of the Loan Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its official of the jurisdiction of incorporation, its organization as of a date not more than 10 Business Days prior to the Closing Date; (iivi) bylaws, certified by the Secretary or Assistant Secretary a copy of the Parent, (iii) Board By-laws of Directors' resolutions and of resolutions or actions of any other body authorizing the execution each of the Loan Documents Parties, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party; (vii) a certificate of the secretary, assistant secretary, managing director, manager or general partner of each of the Loan Parties, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party hereunder; (viii) copies of the resolutions duly adopted by the each of the Loan Party’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Parent respective Loan Party is a party, (iv) an incumbency certificate, executed by and the Secretary or Assistant Secretary consummation of all of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsTransactions, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing DateDate by the secretary, (iii) there has occurred no material adverse change in the consolidated financial condition assistant secretary, manager or general partner of the Parent from that reflected in the Parent's consolidated financial statements respective Loan Party; (ix) a certificate dated as of December 31the Closing Date from an officer, 2007general partner or manager of each of the Loan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent; (x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and (iv) since December 31, 2007, there has been no change in Agent shall be satisfied with the business, Property, prospects, condition (financial or otherwise) or results type and extent of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.such coverage; (dxi) A written opinion opinions of the general counsel of the ParentXxxx Xxxxxx & Parks LLP, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent Loan Parties, and special counsel for the Borrowing SubsidiariesLoan Parties, addressed including, without limitation, appropriate Canadian counsel licensed in such provinces of Canada as requested by Agent, in each case in form and substance satisfactory to Agent; (xii) copies of all material leases to which any of the Loan Parties is a party; and (xiii) such other documents relating to the Administrative Transactions contemplated by this Agreement as Agent and the Lenders in substantially the form of Exhibit A-2or its special counsel may reasonably request. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At Closing, the applicable Xxxxxx Health Parties shall have received on execute and deliver to the applicable MPT Parties the following documents necessary to consummate the transactions contemplated hereunder: With respect to Acquired Assets: (i) One or before more Special Warranty Deeds (the Closing Date “Deeds”) in recordable form conveying to the followingapplicable Buyer title to the applicable Owned Real Property subject only to the Permitted Encumbrances in a form mutually agreeable to the parties. (ii) One or more Bills of Sale conveying the applicable property as described in Sections 1.1(c), each dated such date (unless otherwise specifiedd) and duly executed (e), to the applicable Buyers subject only to the Permitted Encumbrances, substantially in the form attached hereto as Exhibit N. (iii) An assignment to MPT of Casper, LLC, a Delaware limited liability company, of the Ground Lease substantially in the form attached hereto as Exhibit O, together with an amendment to the lease memorandum relating thereto and a consent and estoppel from the landlord thereof (the “Ground Lease Documents”). (iv) To the extent possessed by Sellers, an original of all certificates of occupancy for the respective party applicable Property. (v) Drawings, plans and specifications and maintenance and warranty manuals for the applicable Real Property, if any, that are in the possession or parties theretocontrol of any of the Xxxxxx Health Parties. (vi) A FIRPTA certificate stating that each Seller is not a non-U.S. person. (vii) An affidavit of payment of applicable sales and related Taxes; (viii) a certified list of all Tenant Leases and Collateral Leases, in form and substance reasonably satisfactory to the Administrative Agent Parties; and (ix) such other documents and instruments reasonably and customarily required by the LendersTitle Company, and (except for provided that the Notes) with sufficient copies for same do not impose any liability on the Administrative Agent and each LenderXxxxxx Health Parties. With respect to Financed Assets: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, The Real Estate Loan Agreement and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, other Real Estate Loan Documents; and (ii) bylaws, certified such other documents and instruments reasonably and customarily required by the Secretary or Assistant Secretary of Title Company, provided that the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of same do not impose any other body authorizing liability on the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActXxxxxx Health Parties. (b) Copies of each Borrowing Subsidiary's At Closing, the MPT Parties, as applicable, will execute and/or deliver to the Xxxxxx Health Parties, as applicable, all amounts and documents necessary to consummate the transactions contemplated hereunder including, without limitation, the following with respect to the Acquired Assets and/or the Financed Assets, as applicable: (i) organizational documentsThe aggregate Purchase Price and the aggregate Real Estate Loan Amount, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, immediately available funds; and (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution Any of the Loan Ground Lease Documents to which such Borrowing Subsidiary any MPT Party is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificateAt Closing, signed by the chief financial officer of Parties shall execute and deliver the Parent, stating that on following with respect to the Closing Date applicable Real Property being conveyed: (i) no Default or Unmatured Default has occurred Real estate transfer declarations required by the states, counties and municipalities in which the applicable Property is continuing, located; (ii) each A memorandum of Lease in form and substance reasonably satisfactory to the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, Parties; and (iii) there has occurred no material adverse change in Any other documents mutually agreed to by the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse EffectParties. (d) A written opinion of At Closing, Borrower and Lender shall execute and deliver the general counsel of the Parent, addressed following with respect to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.applicable Property or Properties being financed: (ei) A written opinion of All documents required by the outside counsel to states, counties and municipalities in which the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.applicable Real Property is located; (fii) Any Notes requested other documents mutually agreed to by a Lender pursuant to Section 2.16 payable to the order of each such requesting LenderParties. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) At the Closing, Parent or before Merger Sub shall, as applicable, deliver to the Closing Date Seller: (i) a certified copy of the followingParent A&R Charter and the Parent A&R Bylaws; (ii) copies of resolutions and actions taken by Parent’s and Merger Sub’s board of directors and stockholders in connection with the approval of this Agreement and the Transactions; (iii) a copy of the Stockholders’ Agreement, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Parent; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificatea copy of the Seller Lockup Agreement, duly executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and ; (v) any a copy of the Sponsor Lockup Agreement, duly executed by Parent and Sponsor; (vi) a copy of the License Agreement, duly executed by Parent; (vii) a duly executed hard-copy original stock certificate of the Company, representing one hundred percent (100%) of the issued and outstanding shares of capital stock of the Company, in the name of Parent; and (viii) (A) all other information documents, instruments or certificates required to be delivered by Parent at or prior to the Closing pursuant to Section 8.2; and (B) such other documents or certificates as shall reasonably be required by Section 326 of the USA Patriot Act or deemed necessary for Seller and its counsel in order to consummate the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActTransactions. (b) Copies of each Borrowing Subsidiary's At the Closing, the Company or the Seller, as applicable, shall deliver to Parent: (i) organizational documentsa copy of the Certificate of Merger, together with all amendments, and a certificate of good standing (if applicable), each certified duly executed by the appropriate governmental officer in its jurisdiction of incorporation, Company; (ii) bylawsa copy of the Investor Representation Letter, certified duly executed by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, Seller; (iii) resolutions or actions authorizing the execution a copy of the Loan Documents to which such Borrowing Subsidiary is a partyStockholders’ Agreement, duly executed by the Seller; (iv) an incumbency certificatea copy of the Seller Lockup Agreement, duly executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and Seller; (v) any other information required by Section 326 a copy of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryLicense Agreement, as required duly executed by Section 326 an Affiliate of the USA Patriot Act.Seller; (cvi) A certificate, signed copies of resolutions and actions taken by the chief financial officer Company’s board of directors and the Parent, stating that on Company Stockholders in connection with the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V approval of this Agreement is true and correct on the Transactions; (vii) a properly executed IRS Form W-9 from the Seller and as of the Company;; and (viii) (A) all other documents, instruments or certificates required to be delivered by the Company at or prior to the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, pursuant to Section 8.3; and (ivB) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial such other documents or otherwise) or results of operations of the certificates as shall reasonably be required by Parent and its Subsidiaries which could reasonably be expected counsel in order to have a Material Adverse Effectconsummate the Transactions. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent (a) At the Closing, Parent or Merger Sub, as applicable, shall have received on deliver to the Stockholder Representative: (i) a certified copy of the Parent Charter and the Parent Bylaws; (ii) a copy of the A&R Registration Rights Agreement, duly executed by Parent; (iii) a copy of the director nomination agreement, substantially in the form attached as Exhibit F (the “Director Nomination Agreement”), duly executed by Sponsor; (iv) copies of resolutions and actions taken by Parent’s and Merger Sub’s board of directors, shareholders and stockholders (or before managers, as applicable) in connection with the approval of this Agreement and the Transactions; and (v) (A) all other documents, instruments or certificates required to be delivered by Parent at or prior to the Closing Date pursuant to Section 7.02; and (B) such other documents or certificates as shall reasonably be required by the followingStockholder Representative and its counsel in order to consummate the Transactions. (b) At the Closing, each dated such date the Company or the Stockholder Representative, as applicable, shall deliver to Parent: (unless otherwise specifiedi) and a copy of the Certificate of Merger, duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Company; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsa copy of the A&R Registration Rights Agreement, certified duly executed by the Secretary or Assistant Secretary of the Parent, Company Stockholders that are a party hereto; (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution a copy of the Loan Documents Director Nomination Agreement, duly executed on behalf of Parent by an officer of Parent who was a duly authorized officer of the Company as of immediately prior to which the Parent is a party, Closing; (iv) an incumbency certificate, executed copies of resolutions and actions taken by the Secretary or Assistant Secretary Company’s board of directors and the Company Stockholders in connection with the approval of this Agreement and the Transactions; (v) a schedule reflecting: (A) a calculation of the ParentMerger Consideration, which shall identify by name and title and bear the signatures including each Company Stockholder’s portion of the Authorized Officers Merger Consideration in an amount equal to, on a class by class basis, (x) the number of shares of Company Capital Stock owned by such Company Stockholder multiplied by (y) the Fully Diluted Adjusted Merger Consideration for each share in such class of Company Capital Stock (it being understood and any other officers agreed that (I) the calculations set forth in such schedule shall be prepared in accordance with the Certificate and the requirements of the DGCL, (II) Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed (without any duty of inquiry or investigation) upon such schedule, (III) a letter of transmittal shall be required to be delivered by each Company Stockholder as a condition to receipt of any change in writing by Merger Consideration and shall include a waiver of, among other things, any and all claims (x) that such schedule did not accurately reflect the Parentterms of the Certificate, and (vy) in connection with the issuance of any Company Capital Stock (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Company Stockholder in connection with such issuance)); and (vi) (A) all other information documents, instruments or certificates required to be delivered by the Company at or prior to the Closing pursuant to Section 7.03; and (B) such other documents or certificates as shall reasonably be required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected counsel in order to have a Material Adverse Effectconsummate the Transactions. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the followingSeller shall submit to the Initial Purchaser fully executed originals of the following documents: 1. this Agreement, each dated in four counterparts; 2. a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto; 3. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in such date (unless otherwise specified) and duly executed form as mutually agreed upon by the respective party or parties thereto, in form and substance satisfactory to parties; and 6. the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActUnderwriting Guidelines. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution fully executed originals of the following documents: 1. the related Confirmation; 2. the related Mortgage Loan Documents to which such Borrowing Subsidiary is Schedule; 3. a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodian’s trust receipt, as required by Section 326 of under the USA Patriot Act. (c) A certificateCustodial Agreement, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed form acceptable to the Administrative Agent and the Lenders Initial Purchaser; 4. an Officer’s Certificate, in substantially the form of Exhibit A-1.1 hereto, including all attachments thereto; (e) A written opinion 5. if requested by the Initial Purchaser, an Opinion of the outside counsel Counsel to the Parent and Seller, in such form as mutually agreed upon by the Borrowing Subsidiariesparties; 6. a Security Release Certification, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 7. a Lender pursuant to Section 2.16 payable certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 8. any modifications, amendments or supplements to the order of each such requesting Lender.Underwriting Guidelines following the Initial Closing Date; and (g) Written money transfer instructions, 9. an Assignment and Conveyance in substantially the form of Exhibit D, addressed 4 hereto; and 10. in the event that the Seller’s Underwriting Guidelines have been modified following delivery to the Administrative Agent and signed by Initial Purchaser, an Authorized Officer, together with updated copy of such other related money transfer authorizations as the Administrative Agent may have reasonably requestedUnderwriting Guidelines. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received each of the following documents, all of which shall be satisfactory in form and substance to Agent and to the Lenders: (i) certified copies of the certificate of incorporation and bylaws of each Loan Party as in effect on the Effective Date; (ii) certificates of incumbency and specimen signatures with respect to each of the officers of each Loan Party authorized to execute and deliver this Agreement and the other Loan Documents on behalf of such Loan Party and each other Person executing any document, certificate or before instrument to be delivered in connection with this Agreement and the Closing Date other Loan Documents and, in the followingcase of each Borrower, to request borrowings under this Agreement; (iii) a certificate evidencing the good standing of each dated such date Loan Party in the jurisdiction of its incorporation or organization and in each other jurisdiction in which it is required to be qualified as a foreign business entity to transact its business as presently conducted; (unless otherwise specifiediv) certified copies of all action taken by each Loan Party to authorize the execution, delivery and performance of this Agreement, the other Loan Documents and the borrowings under this Agreement; (v) copies of all financial statements referred to in Section 8.1(o) and meeting the requirements thereof; (vi) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 10.8; (vii) a certificate of the president or a Financial Officer of each of the Loan Parties stating that, to the best of his/her knowledge and based on an examination sufficient to enable him/her to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, after giving effect to the Revolving Credit Loans to be made at such time and the application of the proceeds thereof, (B) no Default or Event of Default exists, and (C) as to such other factual matters as may be reasonably requested by Agent; (viii) a Borrowing Base Certificate and a Schedule of Receivables, prepared as of June 30, 1998; (ix) landlord's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located (provided, that Agent in its sole discretion may defer or waive requirement for any such waiver or consent and establish a Reserve with respect to all Collateral at any time located at any such location or exclude any or all of such Collateral from calculation of the Borrowing Base); (x) each Agency Account Agreement duly executed by the respective Loan Party and the Clearing Bank party thereto; (xi) a certificate from Borrower to Agent requesting the initial Loans and specifying the method of disbursement pursuant to Section 11.8; (xii) a Revolving Credit Note payable to the order of each Lender, duly executed and delivered by Borrower, complying with the requirements of Section 2.4; (xiii) each of the Security Documents to be executed by any of the Loan Parties, together with: (A) the Financing Statements, duly executed by each Person a party thereto as required by this Agreement and the Security Documents, and acknowledgment copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or parties theretoappropriate to perfect the Security Interest; (B) evidence of the filing, recording, or acknowledgment of the Patent Security Agreements, the Trademark Security Agreements and the Copyright Security Agreements, where the same may be necessary or appropriate to perfect the Security Interest; and (C) a stock transfer power, duly executed by GNI in blank, and stock certificates representing one hundred percent (100%) of the issued and outstanding Capital Stock of GNICC, DSI, RTSI, DSCCI and GNLI; (xiv) With respect to all Real Estate, a Mortgage (or amendments to any deed of trust or mortgage previously delivered under the Existing Credit Agreement) duly executed and delivered by Borrower and in proper form for recording in the appropriate jurisdiction and, if requested by Agent, a mortgagee's policy of title insurance (or endorsement with respect to any mortgagee's policy of title insurance previously delivered under the Existing Credit Agreement), boundary survey, appraisal and/or environmental reports, all in form and substance satisfactory to the Administrative Agent and the LendersAgent; (xv) an appraisal of all Equipment prepared by a credentialed appraiser satisfactory to Agent, establishing values at levels satisfactory to Agent, in form, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:based on valuations methods, satisfactory to Agent; (axvi) Copies counterparts of each of the Parent's other Security Documents and other Loan Documents required by Agent, duly executed by the parties thereto, together with evidence satisfactory to Agent of the due authorization and binding effect of each such Loan Document on such party, together with the items specified in clauses (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, through (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary with respect to each party thereto; (xvii) signed opinions of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign counsel for the Loan Documents Parties, opining as to which such matters in connection with the Parent is a partytransactions contemplated by this Agreement as Agent or its special counsel may reasonably request, upon which certificate the Administrative Agent in each case in form and the Lenders shall be entitled substance satisfactory to rely until informed of any change in writing by the Parent, Agent; (xviii) such other documents and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative instruments as Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could may reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.request; and

Closing Documents. The Administrative Agent shall have received on (a) On or before the Initial Closing Date Date, the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory Seller shall submit to the Administrative Agent and Purchaser fully executed originals of the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lenderfollowing documents: (a1) Copies this Agreement, in four counterparts; (2) a Custodial Account Letter Agreement in the form attached as Exhibit B hereto; (3) as Escrow Account Letter Agreement in the form attached as Exhibit C hereto; (4) a Seller's Officer's Certificate, in the form of the Parent's Exhibit G hereto, including all attachments hereto; (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv5) an incumbency certificateOpinion of Counsel to the Seller, executed by substantially in the Secretary or Assistant Secretary form of Exhibit H hereto; and (6) the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActUnderwriting Standards. (b) Copies The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution fully executed originals of the following documents: (1) the related Purchase Price and Terms Letter; (2) the related Mortgage Loan Documents to which such Borrowing Subsidiary is Schedule; (3) a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name Custodian's Trust Receipt and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryInitial Certification, as required by Section 326 of under the USA Patriot Act.Custodial Agreement, in a form acceptable to the Purchaser; (c4) A certificatea Security Release Certification, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.I hereto executed by any Person, as requested by the Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; (e5) A written opinion a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the outside counsel Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (6) any modifications, amendments or supplements to the Parent Underwriting Standards following the Initial Closing Date; and (7) an Assignment and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders Conveyance in substantially the form of Exhibit A-2E hereto. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent In connection with the Closing, YRC, Company, and/or Town as applicable, shall have received on execute and/or deliver (or before the Closing Date cause to be executed and/or delivered) the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporationConveyance Documents and, together with all amendmentsif applicable, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Seller Financing Note; (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Bond Documents; (c) A certificateif applicable, signed by the chief financial officer of Project Note, the ParentProject Note Transaction Agreement, stating that on and any documents required to be executed pursuant to the Closing Date Project Note Transaction Agreement (i) no Default or Unmatured Default has occurred and is continuingincluding, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition case of the Parent from that reflected in the Parent's consolidated financial statements as of December 31Company, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.promissory note); (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Construction Loan Documents; (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.Disbursement Approval Agreement; (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender.Completion Guaranty and the Taxpayer Agreement Guaranty; (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.Taxpayer Agreement; (h) This the Income Allocation Agreement; (i) the Appreciation Allocation Agreement; (j) if applicable, an amendment to this Agreement attaching a replacement Exhibit G and/or Exhibit I superseding the currently attached Exhibit G and/or Exhibit I; (k) the Multi-Party Agreement; (l) the Closing Appraisal; (m) an affidavit affirming that Company: (i) is enrolled in the E-Verify Program; (ii) is participating in the E-Verify Program; and (iii) does not knowingly employ, or contract with, any Unauthorized Aliens; and (n) copies of such resolutions, consents, authorizations, and all other evidence as either party or the Title Insurer reasonably may request in connection with the Closing. YRC may elect to require Company to execute and deliver its attached Exhibits and Schedulesdocuments up to two business days in advance of the scheduled Closing date, which documents shall be held in escrow by YRC’s counsel pending the Closing.

Closing Documents. The Administrative Agent Closing Documents for the Initial Closing shall have received on or before the Closing Date consist of the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies an executed copy of the Parent's this Agreement,including all exhibits, in two (i2) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.counterparts; (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director Custodial Account Certification or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing SubsidiaryCustodial Account Letter Agreement, as required by Section 326 of under the USA Patriot Act.Agreement; (c) A certificatean Escrow Account Certification or Escrow Account Letter Agreement, signed by as required under the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Agreement; (d) A written opinion of an REO Account Certification or REO Account Letter Agreement, as required under the general counsel of the Parent, addressed to the Administrative Agent and the Lenders Agreement; and (e) an Officer's Certificate in substantially the form of Exhibit A-1.I hereto, including all attachments, thereto; The Closing Documents for the Initial Closing as well as all other Closings: (a) Assignment and Conveyance Agreement by and between Seller and Purchaser dated as of the related Closing Date; (b) the Initial Certification of the Custodian regarding the Mortgage Loans in the related Mortgage Loan Package; (c) a Security Release Certification, if applicable, executed by any other Person, as requested by Purchaser, if any of the Mortgage Loans have at any time been subject to a security interest, pledge or hypothecation for the benefit of such person; (d) an Assignment and Assumption by Purchaser to Seller of the Purchaser's rights as Servicer under the Custodial Agreement by and between Purchaser and Custodian dated as of September 1, 1999, with respect to the Mortgage Loans in the related Mortgage Loan Package; (e) A written opinion of the outside counsel The Mortgage Loan Schedule, one copy to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.be attached hereto; and (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lenderrelated Purchase Price and Terms Letter. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. (a) The Administrative Agent Closing Documents for the initial Closing shall have received on or before consist of fully executed originals of the Closing Date following documents: (i) this Agreement; (ii) the followingrelated Purchase Price and Terms Letter; (iii) each of the documents required to be delivered by the Seller pursuant to Section 2(c) hereof; (iv) the related Mortgage Loan Schedule, with one copy to be attached to each dated such date counterpart of this Agreement; (unless otherwise specifiedv) and duly an Officer’s Certificate, in the form of Exhibit D hereto, including all attachments thereto; (vi) an Opinion of Counsel of the Seller, in the form of Exhibit E hereto; (vii) (i) a Security Release Certification, in the form of Exhibit F hereto (for a Seller which is a member of the Federal Home Loan Bank System), executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationapplicable regional Federal Home Loan Bank and, (ii) bylawsif applicable, certified in the form of Exhibit G hereto executed by any other person, as requested by the Secretary or Assistant Secretary Purchaser, if any of the ParentMortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution if applicable a certificate of the Loan Documents Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to which any security interest, claim, pledge, hypothecation or lien; (viii) a copy of the Parent is a partyCustodial Agreement between Purchaser as Owner and Servicer and U.S. Bank Trust National Association (the “Custodian”) dated as of September 1, 1999 (ivthe “Custodial Agreement”); (ix) an incumbency certificateAssignment and Assumption of Purchaser’s rights as Initial Servicer under the Custodial Agreement to the Seller, executed as such rights relate to the Mortgage Loans being sold by Seller to Purchaser on such Closing Date (the “Custodial Assignment and Assumption”) in the form of Exhibit K hereto; (x) a copy of the Interim Servicing Agreement between Seller and Servicer; (xi) the initial certification of the related Mortgage Loans by the Secretary Custodian; (xii) an Escrow Agreement between Seller and Purchaser and a mutually acceptable third party who would act as escrow agent for this purchase transaction; (xiii) a Certificate or Assistant Secretary other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing related Mortgage Loans were acquired by the Parent, and (v) any Seller by merger or acquired or originated by the Seller while conducting business under a name other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Actthan its present name. (b) Copies The Closing Documents for each subsequent Closing shall consist of each Borrowing Subsidiary's fully executed originals of the following documents: (i) organizational documentseach of the documents required to be delivered by the Seller pursuant to Section 2(c) hereof; (ii) the related Mortgage Loan Schedule, together with all amendmentsone copy to be attached to each counterpart of this Agreement; (iii) the initial certification of the related Mortgage Loans by the Custodian; (iv) (i) a Security Release Certification, and in the form of Exhibit F hereto (for a certificate Seller which is a member of good standing (if applicablethe Federal Home Loan Bank System), each certified executed by the appropriate governmental officer in its jurisdiction of incorporationapplicable regional Federal Home Loan Bank and, (ii) bylawsif applicable, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.G hereto executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (iii) if applicable a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (ev) A written opinion an Assignment and Assumption of Purchaser’s rights as Initial Servicer under the outside counsel Custodial Agreement to the Parent and the Borrowing SubsidiariesSeller, addressed as such rights relate to the Administrative Agent Mortgage Loans being sold by Seller to Purchaser on such Closing Date (the “Custodial Assignment and the Lenders Assumption”) in substantially the form of Exhibit A-2.K hereto; (fvi) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructionsan Assignment and Conveyance, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requestedL hereto. (hvii) This Agreementa Certificate or other evidence of merger or change of name, and all signed or stamped by the applicable regulatory authority, if any of the related Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its attached Exhibits and Schedulespresent name. The Seller shall bear the risk of loss of the Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies At the Closing, Axxxx-Xxxxxxxx shall pay by way of cash payment to BrazAlta the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by Purchased Share Price less the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActStandard Bank Holdback. (b) Copies At the Closing, each of each Borrowing Subsidiary's BrazAlta and the Corporation shall deliver to Axxxx-Xxxxxxxx such closing documents as are customary including, but not limited to the following: (i) organizational documentsall certificates representing the Purchased Shares, all duly endorsed in favor of Axxxx-Xxxxxxxx or together with stock transfer powers of attorney completed in blank, as directed by and to the satisfaction of Axxxx-Xxxxxxxx; (ii) confirmation from the Corporation evidencing the cancellation or purchase of the ESOP Options and the ESOP Shares by the Corporation; (iii) confirmation from the Corporation evidencing the termination of the ESOP; (iv) confirmation from Standard Bank Plc (as agent for the Senior Lenders) evidencing that it no longer has any interest in or charge over the Purchased Shares; (v) copies of all required consents, waivers and releases by any Person in connection with the transactions contemplated by this Agreement, including, but not limited to, consents from the TSX Venture Exchange and the shareholders of BrazAlta, as may be required; (vi) resignations of each of the Directors nominated by BrazAlta and each of the directors of the Subsidiaries of the Corporation, together with all amendments, a mutual release and a certificate discharge executed by each of good standing (if applicable), each certified by the appropriate governmental officer them in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution favour of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name Corporation and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.its Subsidiaries; and (cvii) A certificateall original minute books, signed by corporate records, corporate seals and all other books and records of, or documents relating to the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent Corporation and its Subsidiaries including, without limitation, all accounting and tax records, forms and elections and relevant working papers and files and data in the possession of BrazAlta and which could reasonably be expected were not previously delivered to have a Material Adverse EffectAxxxx-Xxxxxxxx. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Company shall have received on or before delivered to each Purchaser all of the Closing Date following documents: (i) an Officer's Certificate, dated the followingdate of the Closing, stating that the conditions specified in Section 1 and paragraphs 2A through 2I, inclusive, have been fully satisfied; (ii) certified copies of the resolutions duly adopted by the Company's board of directors authorizing the execution, delivery and performance of this Agreement, the Amended Registration Agreement, the Amended Stockholders Agreement, the Fourth Amendment to Purchase Agreement and each of the other agreements contemplated hereby, the filing of the Certificate of Designation, the filing of the Certificate of Amendment, the issuance and sale of the Stock, and the consummation of all other transactions contemplated by this Agreement; (iii) certified copies of the Certificate of Incorporation (as amended by the Certificate of Amendment), the Certificate of Designation and the Company's bylaws, each dated such date as in effect at the Closing; (unless otherwise specifiediv) copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights and rights of first refusal); (v) duly completed and executed by SBA Forms 480, 652 and Part A of 1031; (vi) a business plan showing the respective party or parties theretoCompany's financial projections (including balance sheets and income and cash flow statements) for a 5-year period; (vii) a written statement from the Company regarding its intended use of the proceeds of the Financing; (viii) a list, in form and substance satisfactory after giving effect to the Administrative Agent transactions contemplated by this Agreement, of (a) the name of each of the Company's directors, (b) the name and title of each of the LendersCompany's officers, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer name of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations Company's stockholders setting forth the number and warranties class of shares held; (ix) a duly executed Amendment to Plan of Divestiture in the form set out forth in Article V of Exhibit I attached hereto; and (x) such other documents relating to the transactions contemplated by this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial any Purchaser or otherwise) or results of operations of the Parent and its Subsidiaries which could special counsel may reasonably be expected to have a Material Adverse Effectrequest. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Seller shall have received on or before execute, acknowledge (if necessary) and deliver originals of the following documents: 8.2.1.1 Special Warranty Deed substantially in the form of Exhibit D hereto (the “Deed”); 8.2.1.2 Xxxx of Sale, substantially in the form of Exhibit E hereto; 8.2.1.3 Assignment and Assumption Agreement with respect to the Leases and Licenses, substantially in the form of Exhibit F-1 hereto; 8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, Permits and Intangibles, substantially in the form of Exhibit F-2 hereto (the “Assignment and Assumption Agreement”); 8.2.1.5 Certificate of Non-Foreign Status, substantially in the form of Exhibit G hereto; 8.2.1.6 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, following the Closing Date Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction; 8.2.1.7 Settlement statement prepared by Escrow Agent showing all of the followingpayments, each dated such date adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory “Settlement Statement”); 8.2.1.8 Such transfer tax forms as may be required as a condition to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies recordation of the Parent's Deed or as may be required in connection with the transfer of the Property (i) certificate including a Real Estate Excise Tax Affidavit); 8.2.1.9 Subject to Section 7.1.4 of incorporationthis Agreement, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, Seller stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the Seller’s representations and warranties set out contained in Article V Section 5.1 of this Agreement is true and correct on and in all material respects as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition provided, however, that, subject to Section 7.1.4 above, if any of the Parent from that reflected in representations and warranties have changed since the Parent's consolidated financial statements as of December 31Effective Date, 2007, then Seller shall revise the representations and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected warranties to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed conform to the Administrative Agent changed circumstances and the Lenders shall set forth such changed representations and warranties in such certificate; 8.2.1.10 An Owner’s Affidavit substantially in the form of Exhibit A-1. I attached hereto (e) A written opinion the “Owner’s Affidavit”). Seller shall also deliver to the Title Company and Purchaser such evidence as may be reasonably required by the Title Company with respect to the authority of the outside counsel to person(s) executing the Parent Deed and the Borrowing Subsidiariesother documents required to be executed by Seller on behalf of Seller; 8.2.1.11 Evidence of the termination of the Property Management Agreement, addressed to the Administrative Agent Exclusive Leasing Agreement and the Lenders Retail Leasing Agreement effective as of the Closing Date and copies of notices of termination of such other Contracts as are to be terminated in substantially accordance with Section 6.1.3; 8.2.1.12 Such transfer documentation as may be necessary to transfer all tenant security deposits held by Seller under the Leases or Licenses in the form of Exhibit A-2. a letter of credit (f“Letters of Credit”) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such or any other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.non-cash form; and

Closing Documents. The Administrative Agent (a) At or prior to the Closing, the Partnership shall have received on or before the Closing Date deliver to OP the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, of which shall be in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderOP: (a1) Copies an estoppel certificate from the Existing Lender confirming that to its knowledge there is no default under the Existing Loan substantially in the form of Exhibit I; (2) any and all affidavits (including, but not limited to, a non-imputation affidavit), certificates or other documents reasonably and customarily required by the title company in order to cause it to issue the title policy regarding the Property in the form and condition required by this Agreement; (3) an update of the Parent's Rent Roll pertaining to the Property (i) certificate including a listing of incorporation, together with all amendmentsdelinquent and prepaid rents, and a certificate all security deposits (including all interest due to tenants pursuant to Pennsylvania or other applicable laws), dated as of good standing(or as close as reasonably practicable to) the Closing Date, each and represented and certified by the appropriate governmental officer Partnership to be true, accurate, complete and correct in its jurisdiction all material respects; (4) to the extent in the possession of incorporationthe Partnership, all of the original Leases, Service Contracts and Equipment Leases (iiin the case of the Equipment Leases or Service Contracts, limited to those Equipment Leases or Service Contracts which constitute Transferred Liabilities) bylaws(such materials if at the rental office need not be brought to closing); (5) all keys to the Property in the possession of the Partnership, which shall remain at the rental office and need not be brought to closing; (6) duly executed certificates of title, and other transfer documents, with regard to any vehicle owned by the Partnership; (7) a certified copy of the Certificate of Limited Partnership of the Partnership, a good-standing certificate issued by the Corporation Bureau of the Commonwealth of Pennsylvania for the Partnership, certified resolutions and incumbency certificates from the General Partners, and such other evidence of the Partnership's power and authority as the title company or OP may reasonably request; (8) a letter to each of the tenants in the Property advising them of the change of beneficial ownership of the Property, and the transfer of the Security Deposits, and directing that rentals or other payments thereafter be paid to a payee designated by OP; (9) such existing maintenance records possessed by the Secretary Partnership in regard to the Property which OP may request not later than five (5) days prior to the Closing Date (which shall be delivered at the Property); (10) the currently effective Licenses regarding the Property, or Assistant Secretary other reasonably acceptable evidence of the Parentright to use and occupy the Property; (11) signed notices to each utility service provider, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution advising of the Loan Documents to which change in beneficial ownership of the Parent is a party, Property; (iv12) an incumbency certificateA Joinder Agreement and Assignment in the form of Exhibit B hereto, executed by the Secretary or Assistant Secretary each Partner. (13) a counterpart signature page of the ParentOperating partnership Agreement on the Registration Rights Agreement in the form of Exhibit J hereto, executed by each Unit Partner; (14) A Subscription Agreement, including Exhibit A thereto, in the form of Exhibit K hereto, completed and executed by each Unit Partner; (15) a signed counterpart of the Amendment to the Operating Partnership Agreement admitting the Unit Partners as limited partners of OP (the "Amendment"); (16) a statement of the aggregate amount of the Security Deposits (with interest) as shown on the updated Rent Roll, which amount shall identify be adjusted as more fully provided in Section 16 (d); and (17) such additional documentation as OP, or the title company, may reasonably deem necessary or desirable in order to effectuate the transaction contemplated by name and title and bear the signatures this Agreement; and (18) a signed counterpart of the Authorized Officers and any other officers of the Parent authorized Escrow Agreement-Reserve Amount in form substantially similar to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Exhibit H. (b) Copies At the Closing, OP shall deliver to the Partnership the following, each of each Borrowing Subsidiary's which shall be in form and substance satisfactory to such Partnership: (i1) organizational documentsproof of the issuance of the OP Units allocated to the Unit Partners (by and through the execution and delivery of the Amendment, together with all amendmentswhich shall evidence and reflect the ownership of the OP Units by such Partners); (2) proof of the payment of cash allocated to the Partners who have elected to receive cash in exchange for their Interests; (3) subject to Section 16(d), and a receipt for the Security Deposits; (4) a certificate of good standing (if applicable)the Secretary of PREIT certifying that the Board of Directors of PREIT have duly adopted resolutions authorizing the transaction contemplated by this Agreement, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing and the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as all of the Closing Date, documents to be executed and delivered by OP pursuant to this Agreement; (iii5) there has occurred no material adverse change a sworn statement on behalf of PREIT certifying that the person signing documents in connection with the consolidated financial condition transaction contemplated by this Agreement on behalf of OP is authorized to do so; (6) a signed counterpart of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and Registration Rights Agreement; (iv7) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations counter-signed copies of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Subscription Agreement; (d) A written opinion 8) a signed counterpart of the general counsel Amendment; (9) signed counterparts of all other documents listed in Section 15(a) required to be signed by OP; (10) a certified copy of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Operating Partnership Agreement; (e11) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations additional documentation as the Administrative Agent Partnership may have reasonably requesteddeem necessary to effectuate the transaction set forth in this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Company shall have received on or before delivered the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory following documents to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderInvestor: (a) Copies copies certified by the Secretary of the ParentCompany of the resolutions duly adopted by the Company's board of directors authorizing and approving: (i) certificate the execution, delivery and performance of incorporationthis Agreement, together with all amendments, the Shareholders' Agreement and a certificate each of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationother agreements contemplated hereby, (ii) bylaws, certified by the Secretary or Assistant Secretary terms of the ParentPreferred Stock as set forth on Exhibit A hereto, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution reservation for issuance upon conversion of the Loan Documents Preferred Stock and upon exercise of the Warrant of an aggregate number of shares of Common Stock equal to which the Parent is a partytotal number of shares to be issued upon conversion and exercise, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary issuance and sale of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent Preferred Stock and the Lenders shall be entitled to rely until informed of any change in writing by the ParentWarrant, and (v) any the consummation of all other information required transactions contemplated by Section 326 of this Agreement and the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Shareholders' Agreement; (b) Copies copies of the Company's Articles of Incorporation (as filed with the Colorado Secretary of State) and the Company's bylaws, each Borrowing Subsidiaryas in effect at the Closing; (c) copies certified by an executive officer of the Company of any governmental consents, approvals and filings (if any) required in connection with the consummation of the transactions hereunder (including, without limitation, all blue sky law filings); (d) duly completed and executed SBA Forms 480, 652 and 1031 (Parts A and B) together with a five-year business plan showing the Company's financial projections (including balance sheets and income and cash flows statements) for such five-year period, a written statement from the Company regarding its intended use of proceeds from the issuance of the Preferred Stock and Warrant at Closing and a list, after giving effect to the transactions contemplated by this Agreement, of: (i) organizational documents, together with all amendments, and a certificate the name of good standing (if applicable), each certified by of the appropriate governmental officer in its jurisdiction of incorporationCompany's directors, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official name and title of such Borrowing Subsidiary, each of the Company's officers and (iii) resolutions or actions authorizing the execution name of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the ParentCompany's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent shareholders and the Lenders in substantially the form number and class of Exhibit A-1.shares held by each shareholder; and (e) A written opinion of the outside counsel such other documents relating to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested transactions contemplated by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations this Agreement as the Administrative Agent Investor or its counsel may have reasonably requestedrequest. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Seller and Purchaser as applicable shall have received on delivered, or before cause to have been delivered, to the Closing Date Escrow Agent the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of A deed to each Property on the Parent's Escrow Agent’s standard form for the applicable County in which the Property is located (i) certificate of incorporationthe “Grant Deeds” ), together with all amendments, duly executed and a certificate of good standing, each certified acknowledged by the appropriate Seller, conveying title to the Property, free from all liens and encumbrances other than non-monetary liens and encumbrances of record, liens for taxes, assessments and governmental officer in its jurisdiction charges not yet due and payable; such other matters that would be disclosed by an ALTA Survey. The Grant Deeds shall provide for documentary transfer statements to not be disclosed of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.record; (b) Copies An assignment by the Seller and an assumption by the Purchaser, in the form set forth on Exhibit “C” attached hereto (“Assignment of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicableLeases”), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, duly executed by the Secretary or Assistant SecretarySeller and the Purchaser, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures all of the Authorized Officers Seller’s right, title interest obligations and any other officers of each such Borrowing Subsidiary authorized liabilities in, to sign and under the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Leases; (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) Written notice to each of the representations tenants of the Property in the form set forth on Exhibit “ E” attached hereto ( “Notices to Tenants” ) executed by Seller and warranties set out in Article V of this Agreement is true Purchaser which notifies the tenants to pay to the Purchaser all rent and correct on other payments made by the tenants under the Leases from and as of after the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.; (d) A written opinion general assignment by the Seller and an assumption by the Purchaser in the form set forth on Exhibit “B” attached hereto (“General Assignment”), duly executed by the Seller and the Purchaser, of all of the general counsel of the ParentSeller’s right, addressed title interest obligations and liabilities, if any, in, to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.under all freely transferable Other Property; (e) A written opinion xxxx of sale executed by the Seller, without warranty of any kind except as expressly set forth in this Agreement, in the form set forth on Exhibit “D” attached hereto (“Xxxx of Sale” ), with respect to any personal property owned by the Seller, situated at the Property owned by Seller and used in connection with the Property (it being understood and agreed that no portion of the outside counsel Purchase Price is allocated to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.personal property); (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to To the order extent the same are in the Seller’s possession or control, copies of each such requesting Lender.all Property Documents; (g) Written money transfer instructionsTo the extent the same are in the Seller’s possession or control, in substantially duly executed original copies of the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.Leases; (h) This AgreementA closing statement showing the Purchase Price, apportionments and fees, and costs and expenses paid in connection with the Closing, all its attached Exhibits according to the applicable provisions of this Agreement; provided, however, that neither Seller nor Purchaser shall be entitled to review the other’s closing statement; and (i) Such other conveyance documents, certificates, deeds and Schedulesother instruments as the Escrow Agent or the Title Company may reasonably require and as are customary in like transactions in sales of property in similar transactions.

Closing Documents. The Administrative Loan Parties will have delivered or caused to be delivered to Agent shall have received on or before all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderAgent: (ai) Copies the US Notes (as designated by Agent and Purchasers pursuant to Section 2.1(a) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the US Loan Parties; (ii) the Canadian Notes (as designated by Agent and Purchasers pursuant to Section 2.1(b) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Canadian Loan Parties; (iii) the Warrants (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) evidencing the right to acquire the number of shares of Common Stock of Parent set forth in Section 2.2 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof; (iv) certificates of good standing dated not more than 10 Business Days prior to the Closing Date for each of the Parent's Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where they are qualified to operate as a foreign corporation, or its equivalent except for such jurisdiction where the failure to so qualify would not reasonably be likely to have or result in a Material Adverse Effect; (iv) certificate a copy of incorporationthe Charter Documents of each of the Loan Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its official of the jurisdiction of incorporation, its organization as of a date not more than 10 Business Days prior to the Closing Date; (iivi) bylaws, certified by the Secretary or Assistant Secretary a copy of the Parent, (iii) Board By-laws of Directors' resolutions and of resolutions or actions of any other body authorizing the execution each of the Loan Documents Parties, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party; (vii) a certificate of the secretary, assistant secretary, managing director, manager or general partner of each of the Loan Parties, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party hereunder; (viii) copies of the resolutions duly adopted by the each of the Loan Party's board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Parent respective Loan Party is a party, (iv) an incumbency certificate, executed by and the Secretary or Assistant Secretary consummation of all of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsTransactions, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing DateDate by the secretary, (iii) there has occurred no material adverse change in the consolidated financial condition assistant secretary, manager or general partner of the Parent from that reflected in the Parent's consolidated financial statements respective Loan Party; (ix) a certificate dated as of December 31the Closing Date from an officer, 2007general partner or manager of each of the Loan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent; (x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and (iv) since December 31, 2007, there has been no change in Agent shall be satisfied with the business, Property, prospects, condition (financial or otherwise) or results type and extent of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.such coverage; (dxi) A written opinion opinions of the general counsel of the ParentXxxx Xxxxxx & Parks LLP, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent Loan Parties, and special counsel for the Borrowing SubsidiariesLoan Parties, addressed including, without limitation, appropriate Canadian counsel licensed in such provinces of Canada as requested by Agent, in each case in form and substance satisfactory to Agent; (xii) copies of all material leases to which any of the Loan Parties is a party; and (xiii) such other documents relating to the Administrative Transactions contemplated by this Agreement as Agent and the Lenders in substantially the form of Exhibit A-2or its special counsel may reasonably request. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent 9.1 At or prior to the Closing, Seller shall have received on or before execute and/or deliver to the Closing Date Title Company the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of A special warranty deed (the Parent's (i“Deed”) certificate of incorporationin the form attached hereto as Exhibit G conveying fee simple title to the Land, together with the Improvements and all amendmentseasements and other rights appurtenant thereto to Purchaser, and a certificate of good standing, each certified by subject to the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActPermitted Exceptions. (b) Copies A xxxx of each Borrowing Subsidiary's (i) organizational documentssale and general assignment conveying all of Seller’s right, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear interest in the signatures Systems, Personal Property, Licenses and Permits, Guarantees and Records, in the form attached hereto as Exhibit H, along with originals (or copies, if such originals do not exist) of the Authorized Officers all such items, to Purchaser, free and any other officers clear of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a partyall liens, upon which certificate the Administrative Agent security interests and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Actadverse claims. (c) A certificate, signed by the chief financial officer Two (2) originally executed counterparts of Seller’s assignment to Purchaser of the ParentNavistar Lease, stating that on in the Closing Date form attached hereto as Exhibit I (ithe “General Assignment”), along with an original (or copy, if such original does not exist) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse EffectNavistar Lease. (d) A written opinion An originally executed assignment by Seller to Purchaser of the general counsel “Grantee’s” right, title and interest in and to that certain Water Main and Sewer Easement dated October 18, 2007 by and between Seller and Commonwealth Edison Company, an Illinois corporation (“ComEd”), recorded November 9, 2007 as document R2007-202441, as amended by that certain Corrective Letter recorded October 2, 2008 as document R2008-147926 (the “Easement”), in the form attached hereto as Exhibit J (the “Easement Assignment”), together with an originally executed consent by ComEd to such assignment of the Parent, addressed Easement to the Administrative Agent and the Lenders Purchaser substantially in substantially the form of attached hereto as Exhibit A-1.K. (e) A written opinion Notice to Navistar notifying it of the outside counsel to consummation of the Parent and the Borrowing Subsidiariestransactions contemplated hereby, addressed to the Administrative Agent and the Lenders in substantially the form of which notice is set forth on Exhibit A-2E attached to this Agreement, which notice shall be sent by Purchaser promptly after the Closing. (f) Any Notes requested Originals, if the same are in the possession of Seller, of all of the Due Diligence Materials; provided, however, that, any or all of such items to be delivered by a Lender pursuant to Section 2.16 payable to Seller in accordance with the order terms of each such requesting Lender. this subparagraph may be delivered outside of escrow, within five (g5) Written money transfer instructions, in substantially business days after the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This AgreementClosing, and all its attached Exhibits and Schedulesshall be deemed to have been delivered, if the same shall be available at the Property as of such time.

Closing Documents. The Administrative Agent (a) At the Closing, SummitBridge or the Receiver, as the case may be, at its sole cost and expense, shall have received on deliver or before the Closing Date cause to be delivered to Purchaser the following, each dated such date of which shall be in form and substance in reasonable conformity with this Agreement: (unless i) Receiver’s Deed(s) (the “Deed”), conveying to Purchaser fee simple absolute title to the Premises, in particular: a receiver’s deed conveying the Ohio Property to USAC Roxx; and a receiver’s deed conveying the Washington Property to USAC WA, which conveyance of title shall be subject to liens and encumbrances set forth in the Title Commitment or otherwise specified) and permitted hereunder, which Deed shall be in recordable form, duly executed by the respective party or parties thereto, in form Receiver and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:acknowledged; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylawsA bixx xf sale (a form of which is attached hereto as Exhibit C) without warranty (other than that Receiver has not previously conveyed or encumbered its interest, certified by the Secretary or Assistant Secretary if any) conveying, transferring and selling to Purchaser all right, title and interest of SummitBridge and Receiver in and to all of the Parentpersonal property subject to the Receiver Order located at or relating to the Premises, including, without limitation, accounts receivable, inventory and equipment; (iii) Board An affidavit of Directors' resolutions title in a form reasonably acceptable to Receiver and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, Title Company; (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary Certified copies of the ParentReceiver Order, which shall identify by name and title and bear to be recorded in the signatures respective counties where the portions of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Premises are situate; and (v) any other information required by Section 326 A duly executed counterpart of SummitBridge and Receiver to the USA Patriot Act settlement statement or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Actclosing statement. (b) Copies At the Closing, Purchaser, at its sole cost and expense, shall deliver to SummitBridge and Receiver, as the case may be, the following, each of each Borrowing Subsidiary's which shall be in form and substance in reasonable conformity with this Agreement: (i) organizational documentsThe consideration required pursuant to Section 2, together with all amendments, in the amount and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, form required thereby; (ii) bylaws, certified by A duly executed counterpart of the Secretary, Assistant Secretary, director Purchaser to the settlement statement or other appropriate official of such Borrowing Subsidiary, closing statement; (iii) resolutions A resolution or actions consent of an authorized officer or member of Purchaser, authorizing the purchase of the Premises and the execution of the Loan Documents to which such Borrowing Subsidiary is a party, documentation in connection therewith; and (iv) an incumbency certificate, executed Such other affidavits and documents as are otherwise required to consummate the transaction contemplated by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Actthis Agreement. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent 6.1 At the Time of Closing, the Shareholders of Targetco shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory deliver to the Administrative Agent and the Lenders, and (except counsel for the Notes) with sufficient copies for the Administrative Agent and each LenderMerger Parent: (a) Copies a certified true copy of the Parent's resolutions of the directors of Targetco and the Subsidiary evidencing that the directors of the Targetco and the Subsidiary have approved this Agreement and all of the transactions of Targetco contemplated hereunder and the resolutions shall include specific reference to: (i) certificate the cancellation of incorporation, together with all amendments, and a certificate the share certificates (the "Old Share Certificates") representing the Targetco Shares held as set forth in paragraph B of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, recitals to this Agreement; and (ii) bylaws, certified by the Secretary or Assistant Secretary approval of the Parent, (iii) Board Articles of Directors' resolutions and of resolutions or actions of any other body authorizing Merger whereby Targetco is merged with the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.Subsidiary; (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Old Share Certificates; (c) A certificate, signed by the chief financial officer duly executed Articles of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out Merger in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change form for filing in the consolidated financial condition State of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Wisconsin; (d) A written opinion the Employment Agreement referred to in subparagraph 2.1 (b) of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.this Agreement; (e) A written opinion all the minute books and corporate seals of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.Targetco; and (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, release in substantially the form of Exhibit DSchedule "G" to this Agreement (the "Release") from each of the Shareholders of Targetco of all claims against Targetco for any outstanding amounts owing by Targetco to any of the Shareholders of Targetco on account of any loans, addressed bonuses, reimbursements, compensation, fees, royalties, dividends or other consideration whatsoever, except only as provided in the Employment Agreements. 6.2 At the Time of Closing, the Merger Parent shall deliver to the Administrative Agent counsel for the Vendor: (a) certified true copies of the resolutions of the directors of the Merger Parent and the Subsidiary, evidencing that the directors of the Merger Parent and the Subsidiary have approved this Agreement and all of the transactions of the Merger Parent and the Subsidiary contemplated hereunder; (b) the balance of the Cash Portion after payment of the Deposit as provided for in subparagraph 1.6 of this Agreement, as set forth on Schedule 1.3, which balance is to be paid by wire transfer to Xxxxxxx & Xxxx, S.C. as exchange agent for the Shareholders of Targetco; (c) share certificates representing the Merger Parent's Shares registered in the individual names of the Shareholders of Targetco as provided for in subparagraph 1.3 of this Agreement; (d) a certificate of confirmation signed by an Authorized Officer, together with such other related money transfer authorizations officer or director of the Merger Parent in the form attached as the Administrative Agent may have reasonably requestedSchedule ____ to this Agreement. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Closing Date for a Site, Seller will deposit the followingfollowing into escrow with respect to such Site (as applicable), each dated such date with all documents having been duly executed and, if to be recorded, acknowledged by Seller: (unless otherwise specifiedi) and duly a Special Warranty Deed (or the state-specific counterpart thereof) in the form attached to this Agreement as Exhibit B (the “Deed”) executed by the respective party applicable Selling Entity, with Buyer or parties theretothe applicable designee, in form and substance satisfactory to the Administrative Agent and the Lendersif applicable, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:as grantee; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified an Assignment and Assumption of Lease in the form attached to this Agreement as Exhibit C executed by the Secretary applicable Selling Entity, with Buyer or Assistant Secretary the applicable designee, if applicable, as the counterparty (the “Assignment of the Parent, Leases”); (iii) Board a Bill of Directors' resolutions Sale and Assignment of resolutions Intangible Property in the form attached to this Agreement as Exhibit D executed by the applicable Selling Entity, with Buyer or actions of any other body authorizing the execution of applicable designee, if applicable, as the Loan Documents to which counterparty (the Parent is a party, “General Assignment”); (iv) if applicable, an incumbency certificate, Assignment and Assumption of Contracts in the form attached to this Agreement as Exhibit E executed by the Secretary applicable Selling Entity, with Buyer or Assistant Secretary the applicable designee, if applicable, as the counterparty (the “Assignment of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Contracts”); (v) such disclosures, filings (including any other information transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Seller by Section 326 applicable state and local law in connection with the conveyance of the USA Patriot Act applicable Site; (vi) a form notice to be given to the applicable Tenants stating that the Site has been sold to Buyer and that, after the Closing, all rents should be paid to or deemed necessary for as directed by Buyer or the Administrative Agent or any Lender applicable designee, if applicable; (vii) a confirmation pursuant to verify the identity of Parent as required by Section 326 1445(b)(2) of the USA Patriot Act.Code that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (bviii) Copies an Owner’s Affidavit;; (ix) Seller’s counterpart signature to the closing statement prepared by Escrow Agent which shall include the applicable prorations and adjustments calculated in accordance with the terms of each Borrowing Subsidiary's this Agreement (ithe “Closing Statement”); (x) organizational documentsresolutions, together with all amendments, and a certificate certificates of good standing (if applicable), each certified by and such other organizational documents as the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by Title Company may reasonably require to evidence such Seller’s authority to consummate the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.transactions contemplated hereby; (cxi) A certificateTenant files in Seller’s possession (which files may, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and if not readily deliverable to Buyer as of the Closing Date, be delivered to Buyer within a reasonable time following the Closing Date); (xii) the Registration Rights Agreement, duly executed by an authorized officer of Modiv; (xiii) a duly executed certificate of representations for purposes of the Ownership Waiver in a form substantially similar to the form attached hereto as Exhibit L (the “Ownership Waiver Certificate”); and (xiv) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Closing and are reasonably acceptable to Seller. (b) On or before the Closing Date, Xxxxx will deposit the following into escrow with respect to each Site, with all documents having been duly executed and, if to be recorded, acknowledged by Xxxxx: (i) the Purchase Price, as adjusted and reflected in the closing settlement statement agreed upon by Xxxxx and Seller; (ii) counterparts of the Assignment of Leases, the General Assignment, and the Assignment of Contracts (if any); (iii) there has occurred no material adverse change such disclosures, filings (including any transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Buyer by applicable state and local law in connection with the consolidated financial condition conveyance of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and applicable Site; (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written an opinion of the general counsel of the ParentXxxxx & Xxxxxxx LLP, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside tax counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructionsGIPR, in substantially the form of attached hereto as Exhibit D, addressed I to the Administrative Agent effect that GIPR has been organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and GIPR’s actual method of operation through the date of this Agreement has enabled it to meet, and its proposed method of operation will enable it to continue to meet, the requirements for qualification and taxation as a REIT under the Code and all applicable regulations under the Code for its taxable year ending December 31, 2021 and thereafter, which opinion shall be based upon a customary representation letter and shall be subject to customary assumptions, limitations and qualifications; (v) a certified copy of a resolution of the board of directors of GIPR signed by the chief executive officer of GIPR (i) exempting Modiv or its assigns from the Aggregate Share Ownership Limit (as defined in Section 4.05(b)(vii) of the GIPR Charter) and establishing Modiv or its assigns as an Authorized OfficerExcepted Holder (as defined in Section 4.05(a)(vi) of the GIPR Charter) for the full amount of the Share Consideration in a form reasonably acceptable to Seller (the “Ownership Waiver”) and (ii) approving this Agreement, together the Articles Supplementary, the filing of the Articles Supplementary with the SDAT and the authorization and issuance of the Share Consideration and the authorization and reservation of the Underlying Shares; (vi) the Registration Rights Agreement, duly executed by an authorized officer of GIPR; and (vii) such other related money transfer authorizations documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Administrative Agent may have Closing and are reasonably requestedacceptable to Buyer. (hc) This The Parties agree that the form documents attached as exhibits to this Agreement are acceptable to accomplish the conveyances contemplated by this Agreement. The acceptance by Buyer of a Deed to a Site (and the other Closing Documents applicable to such Site required to be delivered by Seller) at the Closing of such Site shall be deemed to be a full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to such Site, and all its attached Exhibits and Schedulesother than those that are specifically stated in this Agreement to survive the Closing. The Parties may agree, each in their reasonable discretion, to utilize “blanket” documents applicable to multiple Sites for certain of the Closing Documents other than the Deeds.

Closing Documents. The Administrative Agent shall Loan Parties will have received on delivered or before caused to be delivered to Purchaser all of the following documents in form and substance satisfactory to Purchaser: (i) one or more Notes (as designated by Purchaser pursuant to Section 2.3 hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties; (ii) one or more Warrants (as designated by Purchaser pursuant to Section 2.3 hereof) evidencing the right to acquire the number of shares of IGI Common Stock set forth in Section 2.2 hereof, subject to adjustment from time to time in accordance with the terms thereof; (iii) certificates of good standing dated not more than 10 days prior to the Closing Date for each of the followingLoan Parties issued by the State of Delaware and the States of Arkansas, California, Georgia, Maryland, Mississippi, New Hampshire, New Jersey, Pennsylvania and Texas; (iv) a copy of the Charter Documents of each dated such of the Loan Parties, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date not more than 10 days prior to the Closing Date; (unless otherwise specifiedv) a copy of the Bylaws of each of the Loan Parties, certified as of the Closing Date by the secretary or assistant secretary of the respective Loan Parties; (vi) a certificate of the secretary or the assistant secretary of each of the Loan Parties, certifying as to the names and duly executed true signatures of the officers of the respective Loan Party authorized to sign this Agreement and the other documents to be delivered by the respective party Loan Party hereunder; (vii) copies of the resolutions duly adopted by the each of the Loan Parties' board of directors authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party is a party, and the consummation of all of the other Transactions, certified as of the Closing Date by the secretary or parties theretoassistant secretary of the respective Loan Party; (viii) a certificate dated as of the Closing Date from an officer of each of the Loan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Purchaser; (ix) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and Purchaser shall be satisfied with the type and extent of such coverage; (x) an opinion of Hale xxx Dorr XXX, counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Purchaser; (axi) Copies copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents material leases to which the Parent is Loan Parties are a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act.; and (bxii) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified such other documents relating to the Transactions contemplated by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial Purchaser or otherwise) or results of operations of the Parent and its Subsidiaries which could special counsel may reasonably be expected to have a Material Adverse Effectrequest. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) At the Closing, Parent, First Merger Sub or before Second Merger Sub shall, as applicable, deliver to the Closing Date Stockholder Representative: (i) a certified copy of the followingParent A&R Charter and the Parent A&R Bylaws; (ii) a copy of the A&R Registration Rights Agreement, each dated such date duly executed by Parent; (unless otherwise specifiediii) and a copy of the Second Certificate of Merger, duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender:Second Merger Sub; (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificatecopies of resolutions and actions taken by Parent’s, executed by First Merger Sub’s and Second Merger Sub’s board of directors and stockholders (or managers and members, as applicable) in connection with the Secretary or Assistant Secretary approval of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent this Agreement and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and Transactions; (v) any a copy of the Escrow Agreement, duly executed by Parent and the Escrow Agent; (vi) a copy of the Investor Rights Agreement, duly executed by Parent; (vii) a copy of the Tax Receivable Agreement, duly executed by Parent; and (viii) (A) all other information documents, instruments or certificates required to be delivered by Parent at or prior to the Closing pursuant to Section 8.2; and (B) such other documents or certificates as shall reasonably be required by Section 326 of the USA Patriot Act or deemed necessary for Stockholder Representative and its counsel in order to consummate the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActTransactions. (b) Copies of each Borrowing Subsidiary's At the Closing, the Company or the Stockholder Representative, as applicable, shall deliver to Parent: (i) organizational documentsa copy of the First Certificate of Merger, together with all amendments, and a certificate of good standing (if applicable), each certified duly executed by the appropriate governmental officer in its jurisdiction of incorporation, Company; (ii) bylawsa copy of the A&R Registration Rights Agreement, certified duly executed by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, Company Stockholders; (iii) resolutions or actions authorizing the execution a copy of the Loan Documents to which such Borrowing Subsidiary is a partyEscrow Agreement, duly executed by the Stockholder Representative; (iv) an incumbency certificatea copy of the Tax Receivable Agreement, duly executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent Stockholder Representative and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and Company Stockholders; (v) any other information required by Section 326 a copy of the USA Patriot Act or deemed necessary for Investor Representation Letter, duly executed by the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 Company Stockholders; (vi) a copy of the USA Patriot Act.Investor Rights Agreement, duly executed by the Stockholder Representative; (cvii) A certificate, signed copies of resolutions and actions taken by the chief financial officer Company’s board of directors and the Parent, stating that on Company Stockholders in connection with the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V approval of this Agreement is true and correct on and the Transactions, including the termination of the Participation Plan as contemplated by Section 7.8; (viii) a schedule reflecting: (A) a calculation of the Closing DateCash Payment Amount, (iii) there has occurred no material adverse change the Closing Number of Securities and the Deleveraging Amount, in each case, based upon the amounts contained in the consolidated financial condition of Parent Financing Certificate and the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and Estimated Adjustment Statement; (ivB) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.each Company Stockholder’s: (d1) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.Pro Rata Share;

Closing Documents. The Administrative Agent Immediately following the Closing, the Sellers shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory deliver to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderBuyer: (a) Copies of the Parent's with respect to each Loan, (i) certificate a Xxxx of incorporationSale in the form attached hereto as Exhibit A-1 selling, together with assigning, transferring and setting over to the Buyer all amendmentsrights, title and interests of the Seller in, to and under the Loan, all on the terms and conditions set forth in this Agreement, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by an Assignment of Loan and Liens in the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent form attached hereto as required by Section 326 of the USA Patriot Act.Exhibit D; (b) Copies with respect to each parcel of each Borrowing Subsidiary's Direct OREO, (i) organizational documents, together with all amendmentsa Xxxx of Sale and General Assignment in the form attached hereto as Exhibit A-2, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified an original Deed from the Seller in blank (or to such person as is directed by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change Buyer in writing by prior to the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act.Closing); (c) A certificatewith respect to the Loans subject to the Sale Orders, signed an Assignment in the form attached hereto as Exhibit J; (d) with respect to each OREO Company, certificates representing the shares of any OREO Company that is a corporation, duly endorsed and accompanied by duly executed stock powers in the chief financial officer form attached hereto as Exhibit G, or duly executed assignments, in the form attached hereto as Exhibit H, of the Parentmembership interests of any OREO Company that is a limited liability company; (e) written resignations from all managers, stating that on the Closing Date (i) no Default or Unmatured Default has occurred directors and is continuingofficers of each OREO Company, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as applicable, effective as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.; (f) Any Notes requested by a Lender pursuant to Section 2.16 payable the original Notes, endorsed to the order Buyer by allonge in the form attached hereto as Exhibit B, or affidavits of each such requesting Lender.lost Notes in the form attached as Exhibit E; (g) Written money transfer instructions, an assignment of each Mortgage in substantially the form of attached hereto as Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.C; (h) This copies of the Assumed Contracts; and (i) such other documents as may be necessary for the sale of such Assets as required by the relevant jurisdiction to transfer title in accordance with standard practice (collectively, to the extent delivered to the Buyer, the “Closing Documents”). Any qualifying language on the endorsements and assignments shall not affect, limit or enlarge the obligations of the Sellers and the rights, remedies and recourse of the Buyer under this Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall Acquiror will have received on or before delivered the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory following documents to the Administrative Agent and Company and/or the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each LenderCompany Shareholders: (a) Copies The Acquiror shall have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Parent's Acquiror; (b) a President’s Certificate, dated the Closing Date, certifying (i) certificate the satisfaction of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer conditions specified in its jurisdiction of incorporationArticle 7 relating to the Acquiror, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parentthat Acquiror's capitalization has not changed from that set forth in Section 4.03, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred been no material adverse change in the consolidated financial condition of Acquiror since the Parent from that reflected in the Parent's consolidated financial statements as date of December 31, 2007this Agreement, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations certifying attached copies of the Parent resolutions of the Acquiror Board that, among things, approve this Agreement, the other Transaction Documents to which it is a party, and its Subsidiaries which could reasonably be expected to have the transactions contemplated hereby are in full force and effect; (c) a Material Adverse Effect.Certificate of Good Standing of the Acquiror from the State of Nevada dated a date within ten (10) days of the Closing Date; (d) A written opinion each of the general counsel of Transaction Documents to which the ParentAcquiror is a party, addressed to duly executed by the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.Acquiror; (e) A written opinion each of the outside counsel Transaction Documents to which the Parent and Acquiror Stockholder is a party, duly executed by the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2.Acquiror Stockholder; (f) Any Notes requested by the resignation of Xxxx Xxxxx as an officer of the Acquiror effective as of the Closing and as a Lender pursuant director of the Acquiror to Section 2.16 payable to be effective upon expiration of the order applicable waiting period under Rule 14f-1 of each such requesting Lender.the Exchange Act; (g) Written money transfer instructions, the Certificate of Amendment in substantially form suitable for filing with the form Secretary of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.State of Nevada; and (h) This Agreement, and all its attached Exhibits and Schedulessuch other documents as the Company or the Company Shareholders may reasonably request.

Closing Documents. The Administrative Agent Such Purchaser shall have received on or before the Closing Date the following, each dated the date of the applicable Closing Day: (i) The Note(s) to be purchased by such date Purchaser. (unless otherwise specifiedii) A fully executed and duly delivered guaranty agreement or a reaffirmation of a previously executed guaranty agreement, each in a form acceptable to the Purchasers, executed by each Subsidiary of the respective party Company (if any) that is a “Guarantor” under the Existing Credit Agreement or parties theretothe 2020 Bond Indenture (the “Guaranty”). (iii) A favorable opinion of Bass, Xxxxx & Xxxx, PLC, special counsel to the Company and all Guarantors, if any, (and/or such other or additional counsel designated by the Company and all Guarantors and reasonably acceptable to each Purchaser) in form and substance reasonably satisfactory to each Purchaser and covering the Administrative Agent opinions described in Exhibit E attached hereto. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and the Lenderssale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (except for iv) The Articles/Certificate of Incorporation, Formation or Limited Partnership, as applicable, of the Notes) with sufficient copies for the Administrative Agent Company and each Lender:Guarantor, if any, each certified as of a recent date by the Secretary of State of the state of their respective incorporation or formation, as applicable. (av) Copies The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Parent's (i) certificate of incorporationCompany and each Guarantor, together with all amendments, and a certificate of good standingif any, each certified by the appropriate governmental officer in its jurisdiction respective Secretary of incorporation, the Company and each Guarantor (iior a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers have not been amended). (vi) bylaws, certified An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and Guarantors, if any, certifying as to the names, titles and true signatures of the officers of the Company or the Guarantors authorized to sign this Agreement, the Notes, the Guaranty and the other documents to be delivered hereunder. (vii) A certificate of the Secretary of the ParentCompany and the Guarantors, if any, (iiiA) attaching resolutions of the Board of Directors' resolutions and of resolutions , members, managers or actions of any other body authorizing the execution partners, as applicable, of the Loan Documents to which Company and the Parent is a partyGuarantors, (iv) an incumbency certificateif any, executed by the Secretary or Assistant Secretary evidencing approval of the Parenttransactions contemplated by this Agreement and the Guaranty, which shall identify by name if applicable, and title and bear the signatures issuance of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent Notes and the Lenders shall be entitled Guaranty, if applicable, and the execution, delivery and performance thereof, and authorizing certain officers to rely until informed of any change in writing by execute and deliver the Parentsame, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (vB) any other information required by Section 326 of certifying that no dissolution or liquidation proceedings as to the USA Patriot Act or deemed necessary for the Administrative Agent Company, each Guarantor, if any, or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActSubsidiary have been commenced or are contemplated. (bviii) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by An Officer’s Certificate certifying as to the appropriate governmental officer matters set forth in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot ActParagraph 3C below. (cix) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred Corporate and is continuing, (ii) tax good standing certificates as to each of the representations Company and warranties set out the Guarantors, if any, from the jurisdictions in Article V of this Agreement which it is true organized or incorporated and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (dx) A written opinion of the general counsel of the Parent, addressed Such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes transactions contemplated hereby as may be reasonably requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting LenderPurchaser. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on On or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Initial Closing Date, (iii) there has occurred no material adverse change the Seller shall submit to the Purchaser fully executed originals of the following documents: this Agreement, in four counterparts; the Custodial Agreement, in six counterparts, in the consolidated financial condition of the Parent from that reflected form attached as Exhibit 6 hereto; a Custodial Account Letter Agreement in the Parent's consolidated financial statements form attached as of December 31, 2007, and (iv) since December 31, 2007, there has been no change Exhibit 7 hereto; as Escrow Account Letter Agreement in the businessform attached as Exhibit 8 hereto; an Officer's Certificate, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion 1 hereto, including all attachments thereto; an Opinion of the outside counsel Counsel to the Parent and the Borrowing SubsidiariesSeller, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant 2 hereto; and the Seller's underwriting guidelines. The Closing Documents for the Mortgage Loans to Section 2.16 payable be purchased on each Closing Date shall consist of fully executed originals of the following documents: the related Confirmation; the related Mortgage Loan Schedule, one copy to be attached hereto and one copy to be attached to the order Custodian's counterpart of each such requesting Lender. (g) Written money transfer instructionsthe Custodial Agreement, as the Mortgage Loan Schedule thereto; a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in substantially a form acceptable to the Purchaser; an Officer's Certificate, in the form of Exhibit D1 hereto, addressed including all attachments thereto; if requested by the Purchaser, an Opinion of Counsel to the Administrative Agent Seller, in the form of Exhibit 2 hereto; if requested by the Purchaser, an Opinion of Counsel to the Custodian, in a form acceptable to the Purchaser; a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and signed by an Authorized Officer, together with such other related money transfer authorizations as Assignment and Conveyance in the Administrative Agent may have reasonably requestedform of Exhibit 4 hereto. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent Company shall have received on delivered or before ordered to be delivered to such Purchaser all of the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, following documents in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lendersuch Purchaser: (a) Copies of the Parent's (i) certificate of incorporationthis Agreement, together with all amendments, duly completed and a certificate of good standing, each certified executed by the appropriate governmental officer in its jurisdiction of incorporation, Company; (ii) bylawsa legal opinion of Company Counsel, in the form of EXHIBIT C attached hereto; (iii) a letter to American Stock Transfer, Inc. ("American Stock"), transfer agent for the Common Stock, executed by the Company and in form reasonably satisfactory to the Purchaser instructing American Stock to issue the number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser's Shares, with an exercise price equal to $0.45, subject to adjustment therein; (v) the Registration Rights Agreement, duly completed and executed by the Company; (vi) a copy of the Charter Documents and Bylaws of the Company certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Act. (b) Copies of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and Company as of the Closing Date, ; (iiivii) there has occurred no material adverse change in the consolidated financial condition copies of the Parent from that reflected in resolutions duly adopted by the Parent's consolidated financial statements Board authorizing the execution, delivery and performance by the Company of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Company is a party, and the consummation of all of the other Transactions, certified as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in each Closing Date by the business, Property, prospects, condition (financial President or otherwise) or results of operations Secretary of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.Company; (dviii) A written opinion a certificate dated as of the general counsel Closing Date from the President and Secretary, as officers of the ParentCompany, addressed stating that the conditions specified in this SECTION 3.1 have been fully satisfied or waived by such Purchhaser with respect to the Administrative Agent and the Lenders its purchase; (ix) a lock-up agreement, in substantially the form of Exhibit A-1.EXHIBIT B attached hereto, executed by (a) David Savitsky, (b) Stephen Savitsky and (c) any xxxxxxxxxx or afxxxxxxxx xx Xxxxxxxx Capital who participate in the offering, whereby each of them agrees to lock-up its shares of Common Stock for a period ending 60 days after the Mandatory Registration Statement (as defined in the Registration Rights Agreement) is declared effective; and (ex) A written opinion of the outside counsel such other documents relating to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2Transactions contemplated by this Agreement that such Purchaser may reasonably request. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on (a) On or before the Closing Date Date, Seller will deposit the followingfollowing into escrow with respect to each Site (as applicable), each dated such date (unless otherwise specified) and with all documents having been duly executed and, if to be recorded, acknowledged by Seller: (i) a Special Warranty Deed (or the respective party or parties theretostate-specific counterpart thereof) in the form attached hereto as Exhibit B (the “Deed”); (ii) a Xxxx of Sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”); (iii) an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the “Assignment of Lease”); Agreement of Purchase and Sale National Credit Industrial Portfolio 35659245v1 (iv) an Assignment of Contracts and Intangible Property in the form attached hereto as Exhibit E (the “General Assignment”); (v) such documents as may reasonably be required to effectuate the transfer, assignment and assumption, as appropriate, of the Related Agreements between Seller and Buyer, all in form and substance satisfactory reasonably acceptable to Seller and Buyer (the “Related Agreement Assignments”); (vi) intentionally omitted; (vii) all documents required of Seller by the Loan Assumption Approval to effectuate the assignment to, and assumption by, Buyer of the Loan; (viii) the closing settlement statement showing all prorations, adjustments and other closing costs provided for under this Agreement, including, without limitation, those contained in Section 5.4 and Section 5.6 of this Agreement (the “Settlement Statement”); (ix) such disclosures and reports (including tax reporting and withholding certificates) as are required of Seller by applicable state and local law in connection with the conveyance of the Property; (x) a notice to be given to the Administrative Agent Tenant stating that the Site has been sold to Buyer and that, after the LendersClosing, all rents should be paid to or as directed by Buyer; (xi) a confirmation pursuant to Section 1445(b)(2) of the Code that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (xii) Seller’s “owner’s affidavit” or comparable assurance to Title Company regarding work performed, parties in possession, so-called “gap” exceptions against acts of Seller only, and (except for the Notes) with sufficient copies for the Administrative Agent other matters as may customarily be required by Title Company, in a form reasonably acceptable to Seller and each Lender:Title Company; and (axiii) Copies of the Parent's (i) certificate of incorporation, together with all amendmentssuch other documents as may be specifically required under this Agreement, and a certificate of good standing, each certified by such other customary documents as are necessary and appropriate to effect the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions Closing and of resolutions or actions of any other body authorizing the execution of the Loan Documents are reasonably acceptable to which the Parent is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot ActSeller. (b) Copies of On or before the Closing Date, Buyer will deposit the following into escrow with respect to each Borrowing Subsidiary's Site (as applicable), with all documents having been duly executed and, if to be recorded, acknowledged by Buyer: (i) organizational documentsthe Purchase Price, together with all amendmentsless the amount of the Deposit and the principal amount of the Loan being assumed by Buyer, and a certificate of good standing (if applicable), each certified by as adjusted and reflected in the appropriate governmental officer in its jurisdiction of incorporation, Settlement Statement; (ii) bylawscounterparts of the Xxxx of Sale, certified by the SecretaryAssignment of Lease, Assistant Secretarythe General Assignment, director or other appropriate official of such Borrowing Subsidiary, the Related Agreement Assignments and the Settlement Statement; (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, intentionally omitted; (iv) an incumbency certificate, executed all documents required of Buyer by the Secretary or Assistant SecretaryLoan Assumption Approval to effectuate the assignment to, director or other appropriate official of each Borrowing Subsidiaryand assumption by, which shall identify by name and title and bear the signatures Buyer of the Authorized Officers Loan; Agreement of Purchase and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and Sale National Credit Industrial Portfolio 35659245v1 (v) any other information such disclosures and reports (including tax reporting and withholding certificates) as are required of Buyer by Section 326 applicable state and local law in connection with the conveyance of the USA Patriot Act or deemed Property; and (vi) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary for and appropriate to effect the Administrative Agent or any Lender Closing and are reasonably acceptable to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot ActBuyer. (c) A certificate, signed by The Parties agree that the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of form documents attached as exhibits to this Agreement is true and correct on and as are acceptable to accomplish the conveyances contemplated by this Agreement. The consummation of the Closing Date, (iii) there has occurred no material adverse change in shall be deemed to be a full performance and discharge of every obligation on the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order part of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed Party to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This be performed under this Agreement, and all its attached Exhibits and Schedulesother than those that are specifically stated in this Agreement to survive the Closing.

Closing Documents. The Administrative Agent shall have received each of the following (in sufficient copies, other than the Notes, for all Lenders), all of which shall be satisfactory in form and substance to the Administrative Agent and its special counsel: (1) This Agreement, duly executed and delivered by each Borrower. (2) The Revolving Credit Notes to the order of each Lender, duly executed and delivered by each Borrower. (3) Certified copies of the articles of incorporation and by-laws of each Borrower as in effect on the Effective Date. (4) Certified copies of all corporate action and shareholder action, if necessary, taken by each Borrower or before its shareholders, as the Closing Date case may be, to authorize the followingexecution, delivery and performance of this Agreement and the Loan Documents to which it is a party and the borrowings under this Agreement. (5) Certificates of incumbency and specimen signatures with respect to each dated of the officers of each Borrower authorized to execute and deliver this Agreement and the Loan Documents on its behalf or any certificate or instrument to be delivered in connection with this Agreement or to request borrowings under this Agreement. (6) A signed opinion of each of (i) the General Counsel of Syratech, (ii) Xxxxxxxx, Xxxxxxx & Xxxxxxx, special counsel for the Borrowers and (iii) such date local counsel as the Administrative Agent may deem desirable, as to such matters in connection with this Agreement and the Loan Documents as any Lender through the Administrative Agent, may reasonably request. (unless otherwise specified7) A Certificate of the Chief Financial Officer stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, both with and without giving effect to the Initial Loans and the application of the proceeds thereof, and (B) no Default or Event of Default exists, and the Administrative Agent shall be satisfied as to the accuracy thereof. (8) The Financing Statements duly executed and delivered by the Borrowers, and evidence satisfactory to the Administrative Agent that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest. (9) Landlord's waiver and consent agreements duly executed on behalf of each landlord of real property on which any Collateral is located. (10) A report from a qualified engineering firm or other qualified consultant acceptable to the Administrative Agent with respect to a "phase I" investigation and assessment of all owned Real Estate, which shall be based on a thorough review of past and present uses, occupants, ownership and tenancy of the property and/or adjacent properties and/or adjacent properties regarding compliance with Environmental Laws. (11) An appraisal of all Inventory, prepared by an appraiser satisfactory to the Administrative Agent, establishing values at levels satisfactory to the Administrative Agent. (12) A certification or opinion as to the Solvency of Syratech and its Subsidiaries, prepared by Xxxxxx Xxxxxx & Company or another reputable, independent firm acceptable to the Administrative Agent, prepared on a basis (including, giving pro forma effect to the Merger and the transactions contemplated by this Agreement) and duly executed by the respective party or parties thereto, otherwise in form and substance satisfactory to the Administrative Agent Agent. (13) A Schedule of Inventory and a Schedule of Receivables, each prepared as of a recent date. (14) Certificates or binders of insurance relating to each of the Lenders, and policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 9.8(b). (except for the Notes15) with sufficient copies for Such Agency Account Agreements as shall be required by the Administrative Agent and each Lender: (a) Copies of the Parent's (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary of the Parent, (iii) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a party, (iv) an incumbency certificate, duly executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent applicable Clearing Bank and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of Parent as required by Section 326 of the USA Patriot Actrelevant Borrower. (b16) Copies A Borrowing Base Certificate prepared as of each Borrowing Subsidiary's (i) organizational documents, together with all amendments, a date within five Business Days prior to the Effective Date duly executed and a certificate of good standing (if applicable), each certified delivered by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution of the Loan Documents to which such Borrowing Subsidiary is a party, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot ActChief Financial Officer. (c17) A certificate, signed by An Initial Notice of Borrowing from the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed Borrowers to the Administrative Agent requesting the Initial Loans and specifying the Lenders in substantially the form method of Exhibit A-1disbursement. (e18) A written opinion Copies of all the outside counsel financial statements referred to in Section 6.1(m) and meeting the Parent and the Borrowing Subsidiaries, addressed requirements thereof. (19) Evidence satisfactory to the Administrative Agent of the release and termination of (or agreement to release and terminate) or, at its discretion, assignments of all Liens other than Permitted Liens, including, without being limited to, a payoff letter from Nations Bank as the Lenders in substantially lender under the form of Exhibit A-2Existing Credit Agreement. (f20) Any Notes requested A certification from the Principal Officers of the Borrowers as to such factual matters as shall be required by a Lender pursuant to Section 2.16 payable to the order of each such requesting LenderAdministrative Agent. (g21) Written money transfer instructionsOne or more Pledge Agreements, in substantially the form duly executed and delivered by Syratech and, as to certain indirect Subsidiaries of Exhibit DSyratech, addressed to the Administrative Agent and signed by an Authorized Officerother Borrowers, together with stock transfer powers, duly executed by Syratech (or other shareholder) in blank, and stock certificates representing 100% of the issued and outstanding capital stock of each of Syratech's United States Subsidiaries and 65% of the issued and outstanding capital stock of each of Syratech's non-United States Subsidiaries; a Pledge Agreement, duly executed and delivered by Holding (and, as necessary, other Borrower-shareholders), together with stock transfer powers, duly executed by Holding (or such other related money transfer authorizations as shareholders) in blank, and stock certificates representing 100% of the Administrative Agent may have reasonably requestedoriginally issued and outstanding capital stock of each of Holdings' Subsidiaries. (h22) This AgreementSuch other documents and instruments as the Agent, and all its attached Exhibits and Schedulesor any Lender, may reasonably request.

Closing Documents. The Administrative Agent A. At the time of Closing, the Contributor shall have received on or before the Closing Date deliver to Buyer the following: (1) A bargain and sale deed without covenants in the form provided for under the laws of the State of New York (the "Deed"). Such Deed shall convey the Property to the Buyer subject to: (i) all zoning and building laws, each dated such date ordinances, resolutions and regulations of all governmental authorities having jurisdiction which affect the Property and the use and improvement thereof; (unless otherwise specifiedii) all leases identified in the Rent Roll (hereinafter defined) and duly executed by others entered into in the respective party or parties theretoordinary course of business; (iii) ad valorem real estate taxes for the current year and subsequent years which are not yet due and payable; and (iv) easements, in form covenants, restrictions, agreements and/or reservations of record, so long as they do not interfere with the use of the Property as a rental apartment complex, if any, (v) private, public and substance satisfactory to the Administrative Agent utility easements and the Lendersroads and highways, if any, and (except vi) and any other exceptions not objected to or waived by Buyer under Section 9 of this Agreement (collectively, the "Permitted Exceptions"); (2) A Bill of Sale; (3) A current rent roll ("Renx Xxll") certified, as of the date of Closing, which shall include a correct list of all tenants, all rental obligations of each tenant with respect to the Property and all security deposits (with interest) along with a copy of all leases shown on the Rent Roll; (4) An executed assignment of leases, security deposits and contracts (the "Assignment") in the form attached hereto as EXHIBIT D. In lieu of an assignment of the security deposits, the Contributor may provide Buyer with a credit at Closing for the Notesall security held by Contributor (including any accrued interest, if required by law or contract to be earned thereon) with sufficient copies for respect to all leases encumbering the Administrative Agent and each Lender:Property; (a5) Contributor's affidavit stating Contributor's federal taxpayer identification number and certifying that Contributor is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder pursuant to the Foreign Investment in Real Property Tax Act of 1980; (6) Copies of the Parent's (i) certificate personnel files of incorporation, together with all amendments, employees employed at the Property and a certificate of good standing, each certified by remaining in the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary or Assistant Secretary employment of the Parent, Buyer after the Closing; (iii7) Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution An executed counterpart of the Loan Documents to which the Parent is a partyRegistration Rights Agreement; and (8) Any additional funds, (iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Parent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall documents and/or instruments as may be entitled to rely until informed of any change in writing by the Parent, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify proper performance by the identity Contributor of Parent as required its obligations contemplated by Section 326 of the USA Patriot Actthis Agreement. (b9) Copies Such other instruments as are customarily executed by Seller in the county and state where the Property is located to effectuate the sale of property similar to the Property and the issuance of the Units and payment of the consideration, or as may be required under any applicable federal or state securities laws. B. At the time of Closing, Buyer shall deliver to Contributor the following: (1) An executed counterpart of the Assignment; (2) Evidence of organization, existence and authority of Buyer and HME and the authority of each Borrowing Subsidiaryperson executing documents on behalf of each, reasonably satisfactory to Contributor; (3) An Amendment to the Buyer's (i) organizational documents, together with all amendments, Partnership Agreement in the form necessary to admit Contributor and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, (ii) bylaws, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, (iii) resolutions or actions authorizing the execution Designees as limited partners of the Loan Documents Buyer and evidencing the issuance of the Units required pursuant to which such Borrowing Subsidiary is a party, this Agreement; (iv4) an incumbency certificate, An executed counterpart of the Registration Rights Agreement executed by the Secretary HME; (5) Any additional funds, documents and or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall instruments as may be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender proper performance by Buyer of its obligations contemplated by this Agreement; (6) An opinion of Buyer's counsel in a form reasonably acceptable to verify Contributor; (7) Such other instruments as are customarily executed by Buyer in the identity county and state where the Property is located to effectuate the acquisition of such Borrowing Subsidiaryproperty similar to the Property, as required by Section 326 the issuance of the USA Patriot Act. (c) A certificate, signed by Units and the chief financial officer payment of the ParentNet Contribution Value, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) each of the representations and warranties set out in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial may be required under any applicable federal or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effectstate securities laws. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1. (e) A written opinion of the outside counsel to the Parent and the Borrowing Subsidiaries, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-2. (f) Any Notes requested by a Lender pursuant to Section 2.16 payable to the order of each such requesting Lender. (g) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested. (h) This Agreement, and all its attached Exhibits and Schedules.

Closing Documents. The Administrative Agent shall have received on or before the Closing Date the following, each dated such date (unless otherwise specified) and duly executed by the respective party or parties thereto, in form and substance satisfactory to the Administrative Agent and the Lenders, and (except for the Notes) with sufficient copies for the Administrative Agent and each Lender: (a) Copies The closing documents to be delivered on the initial Closing Date shall consist of fully executed originals of the Parent's following documents, as well as the documents referred to in Section 12.04(b): (i) certificate of incorporation, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, this Agreement; (ii) bylawsa Custodial Account Letter Agreement or a Custodial Account Certification, certified by as applicable, in the Secretary form of Exhibit D-1 or Assistant Secretary of the ParentExhibit D-2 hereto, as applicable; (iii) Board an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, in the form of Directors' resolutions and of resolutions Exhibit E-1 or actions of any other body authorizing the execution of the Loan Documents to which the Parent is a partyExhibit E-2 hereto, as applicable; (iv) an incumbency certificateOfficer's Certificate, executed by in the Secretary or Assistant Secretary form of the ParentExhibit H hereto, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Parent authorized to sign the Loan Documents to which the Parent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Parent, and including all attachments thereto; and (v) any other information required by Section 326 an Opinion of Counsel of the USA Patriot Act or deemed necessary for Seller, in the Administrative Agent or any Lender to verify the identity form of Parent as required by Section 326 of the USA Patriot ActExhibit I hereto. (b) Copies The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the initial Closing Date) shall consist of each Borrowing Subsidiary's fully executed originals of the following documents: (i) organizational documents, together with all amendments, the related Purchase Price and a certificate of good standing (if applicable), each certified by the appropriate governmental officer in its jurisdiction of incorporation, Terms Agreement; (ii) bylawsthe related Acknowledgment and Conveyance Agreement, certified by the Secretary, Assistant Secretary, director or other appropriate official of such Borrowing Subsidiary, including all annexes thereto; (iii) resolutions or actions authorizing the execution each of the Loan Documents documents required to which such Borrowing Subsidiary is a party, be delivered by the Seller pursuant to Section 2.03 hereof; (iv) an incumbency certificateinitial certification of the Custodian; (A) a Security Release Certification, in the form of Exhibit J-1 hereto (if Seller is a member of the Federal Home Loan Bank System), executed by the Secretary or Assistant Secretary, director or other appropriate official of each Borrowing Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Borrowing Subsidiary authorized to sign the applicable regional Federal Home Loan Documents to which such Borrowing Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Borrowing Subsidiary, and (v) any other information required by Section 326 of the USA Patriot Act or deemed necessary for the Administrative Agent or any Lender to verify the identity of such Borrowing Subsidiary, as required by Section 326 of the USA Patriot Act. (c) A certificate, signed by the chief financial officer of the Parent, stating that on the Closing Date (i) no Default or Unmatured Default has occurred and is continuingBank and, (iiB) each of the representations and warranties set out if applicable, a Security Release Certification, in Article V of this Agreement is true and correct on and as of the Closing Date, (iii) there has occurred no material adverse change in the consolidated financial condition of the Parent from that reflected in the Parent's consolidated financial statements as of December 31, 2007, and (iv) since December 31, 2007, there has been no change in the business, Property, prospects, condition (financial or otherwise) or results of operations of the Parent and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. (d) A written opinion of the general counsel of the Parent, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A-1.J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (evi) A written opinion a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the outside counsel to Mortgage Loans were acquired by the Parent and Seller by merger or acquired or originated by the Borrowing SubsidiariesSeller while conducting business under a name other than its present name; (vii) upon reasonable request by the Purchaser, addressed to the Administrative Agent and the Lenders an Officer's Certificate, in substantially the form of Exhibit A-2.H hereto, including all attachments thereto; (fviii) Any Notes requested upon reasonable request by a Lender pursuant to Section 2.16 payable the Purchaser, an Opinion of Counsel to the order of each such requesting Lender. (g) Written money transfer instructionsSeller, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.I hereto; and (hix) This Agreementupon request by the Purchaser an Escrow Agreement between the Seller, the Purchaser and all its attached Exhibits and Schedulesa mutually acceptable third party acting as escrow agent.