Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitments and to make any initial Advance hereunder, and the obligation of the Issuing Bank to issue (or arrange for the issuance of) any initial Letter of Credit hereunder, are subject to the prior fulfillment of each of the following conditions: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Revolving Loan Note to the Custodial Agreement, order of each Lender requesting a promissory note in four counterpartsthe amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) an Officers' CertificateThe Security Agreement duly executed by the Borrower Parties, in the form of Exhibit 9 hereto, including all attachments together with Uniform Commercial Code financing statements related thereto; (iv) an Opinion of Counsel to The Fee Letter duly executed by the SellerBorrowers; (v) a certificate or other evidence The legal opinion of merger or change in-house counsel of nameParent, signed or stamped by addressed to the applicable regulatory authority, if any, which states that 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 applicableLender Group; (vi) the related Purchase Price and Terms LetterThe legal opinion of Trenam, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementKemker, as originally executed (subject to amendments)Scharf, in four counterparts; (iii) the Custodial AgreementBarkin, as originally executed (subject to amendments)Frye, in four counterparts; (iv) an Officers' CertificateX’Xxxxx & Xxxxxx, in the form of Exhibit 9 heretoP.A, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel Florida counsel to the Seller (Borrower Parties, addressed to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Lender Group; (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) A loan certificate signed by an AssignmentAuthorized Signatory of each Borrower Party, Assumption including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of Certificate of Incorporation or Formation of such Borrower Party certified to be true, complete and Recognition Agreementcorrect by the Secretary of State of the State of such Borrower Party’s incorporation or formation, in (B) a true, complete and correct copy of the form By-Laws of Exhibit 2.05 hereto. such Borrower Party, (dC) All other terms a true, complete and conditions correct copy of this Agreement the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and the Purchase Price Bank Products Documents and Terms Letter shall have been complied with. Subject to authorizing the foregoing conditionsborrowings or guaranty, Purchaser shall pay to Seller on each Funding Date as applicable, hereunder, (D) certificates of active status or good standing from the applicable Purchase Price as provided herein.jurisdiction where such Borrower Party was organized or incorporated, (E) copies of employment contracts for key management level employees of such Borrower Party, and

Conditions Precedent to Closing. Each purchase Closing of Mortgage Loans hereunder the sale of the Governmental Lender Notes on the Closing Date shall be subject to conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the following conditionsconditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a) All Receipt by the Funding Lender of the representations and warranties of original executed Governmental Lender Notes, authenticated by the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideFiscal Agent; (b) On or before Receipt by the each Fiscal Agent of the original executed Xxxxxxxx Notes, endorsed to the Fiscal Agent by the Governmental Lender; (c) Receipt by the Funding DateLender of executed counterparts of this Funding Loan Agreement, the Seller shall submit Borrower Loan Agreement, the Construction Funding Agreement, the Regulatory Agreement, the Tax Certificate and Agreement, the Security Instrument, and any UCC financing statement required by the Security Instrument; (d) Receipt by the Fiscal Agent of a certified copy of the Resolution; (e) Receipt by the Governmental Lender and Fiscal Agent of the executed Required Transferee Representations Letter from the Funding Lender; (f) A written request and authorization by the Governmental Lender (acting through an Authorized Representative) to the Purchaser fully executed originals Fiscal Agent to authenticate and deliver the Governmental Lender Notes to or for the account of the following documents:Funding Lender upon receipt from the Funding Lender of the proceeds of the Governmental Lender Notes; (g) Delivery into escrow with the Title Company (or separate escrow company, if applicable) or to the Fiscal Agent, as appropriate, of all amounts required to be paid in connection with the origination of the Borrower Loan and the Governmental Lender Notes and any underlying real estate transfers or transactions, including the Costs of Issuance Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (h) Receipt by the Funding Lender and the Fiscal Agent of a Governmental Lender Counsel Approving Opinion; (i) this Agreement, in four counterparts; (ii) Receipt by the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in Funding Lender and the form Fiscal Agent of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Sellereffect that the Governmental Lender Notes are exempt from registration under the Securities Act of 1933, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (vj) a certificate or other evidence Delivery of merger or change an opinion of namecounsel to the Borrower addressed to the Governmental Lender, signed or stamped by the applicable regulatory authority, if any, which states Fiscal Agent and the Funding Lender to the effect that the Mortgage Loans were acquired by Borrower Loan Documents, the Seller by merger or acquired or originated by Regulatory Agreement, and the Seller while conducting business under a name other than its present nameTax Certificate and Agreement are valid and binding obligations of the Borrower, if applicableenforceable against the Borrower in accordance with their terms, subject to such exceptions and qualifications as are acceptable to the Governmental Lender and the Funding Lender; (vik) Receipt by the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals Lender of the following documents: (i) Initial Notes registered by the related Purchase Price Comptroller and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart Attorney General of the related Custodial AgreementState of Texas approving the Governmental Lender Notes; and (viil) an Assignment, Assumption and Recognition Agreement, in Receipt by the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement Funding Lender and the Purchase Price and Terms Letter Governmental Lender of any other documents or opinions that the Funding Lender, the Governmental Lender or Governmental Lender Counsel may require. The Funding Lender shall be deemed to have been complied with. Subject to received or waived all conditions precedent upon the foregoing conditions, Purchaser shall pay to Seller on each release of the Funding Date the applicable Purchase Price as provided hereinLoan.

Conditions Precedent to Closing. Each purchase The agreement of Mortgage Loans hereunder shall be Agent and the Lenders to enter into this Agreement on the Closing Date is subject to the condition precedent that Agent and the Lenders shall have received, in form and substance satisfactory to Agent and the Lenders, each of the following conditionsitems and shall have completed each of the following requirements: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideAgreement; (b) On or before an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the each Funding Date, the Seller shall submit to the Purchaser fully executed originals execution and delivery of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents a financing statement (Form UCC-1); (d) a Loan Advance/Paydown Request Form in a minimum amount of $5,000,000; (e) payment of the fees and Lender Expenses then due specified in Section 2.4, which may be debited from any of Borrower’s accounts with Square 1; (f) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (g) current financial statements, including audited statements for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern solely due to Borrower’s projected need for additional funding to continue operations), company prepared consolidated, if applicable, balance sheets, income statements and statements of cash flows for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of most recently ended month in accordance with Section 6.2, and such other updated financial information as the following documents:Lenders may reasonably request; (h) current Compliance Certificate in accordance with Section 6.2; (i) the related Purchase Price warrants duly executed by Borrower and Terms Letter together with the related Mortgage Loan Scheduleissued to each Lender; (iij) this Agreement, as originally executed (subject to amendments), in four counterpartsa Borrower Information Certificate; (iiik) the Custodial Agreement, as originally executed (subject a deposit account control agreement with respect to amendments), in four counterpartsBorrower’s account numbers and at Square 1; (ivl) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto[Reserved]; (vm) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)payoff letter from Lighthouse Capital Partners VI, L.P.; (vin) a copy of Borrower’s policies or certificates of insurance including any endorsements showing Agent as loss payee (for the related Mortgage Loan Schedule, one copy to be attached to benefit of Lenders) and showing Agent and each counterpart of this AgreementLender as an additional insured; (o) such other documents or certificates, and to each counterpart completion of the related Custodial Agreementsuch other matters, as Agent and/or any Lender may reasonably request; and (viip) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrower shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinopened and funded deposit accounts held with Square 1.

Conditions Precedent to Closing. Each purchase Closing of Mortgage Loans hereunder the Funding Loan on the Closing Date shall be subject to conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each of the following conditionsconditions precedent to closing set forth in this Funding Loan Agreement, including but not limited to the following: (a) All Receipt by the Funding Lender of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideoriginal Governmental Lender Notes; (b) On or before Receipt by the each Funding DateLender of the original executed Borrower Notes, the Seller shall submit endorsed without recourse to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped Funding Lender by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleGovernmental Lender; (c) The closing documents for Receipt by the Mortgage Loans Funding Lender of executed counterpart copies of this Funding Loan Agreement, the Borrower Loan Agreement, the Construction Funding Agreement, the Regulatory Agreement, the Tax Certificate and the Security Instrument; (d) Receipt by the Funding Lender of a certified copy of the Resolution; (e) Executed Required Transferee Representations from the Funding Lender; (f) Delivery into escrow of all amounts required to be purchased on each Funding Date shall consist of fully executed originals paid in connection with the origination of the following documents:Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including the Costs of Funding Deposit, in accordance with Section 2.3(c)(ii) of the Borrower Loan Agreement; (g) Receipt by the Funding Lender of a Tax Counsel Approving Opinion; (h) Receipt by the Funding Lender of an Opinion of Counsel from Tax Counsel to the effect that the Governmental Lender Notes are exempt from registration under the Securities Act of 1933, as amended, and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; (i) Delivery of an opinion of counsel to the related Purchase Price Borrower addressed to the Governmental Lender to the effect that the Borrower Loan Documents and Terms Letter together the Regulatory Agreement are valid and binding obligations of the Borrower that are enforceable against the Borrower in accordance with the related Mortgage Loan Schedule; (ii) this Agreementtheir terms, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, such exceptions and qualifications as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel are acceptable to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementGovernmental Lender; and (viij) an Assignment, Assumption and Recognition Agreement, in Receipt by the form Funding Lender of Exhibit 2.05 heretoany other documents or opinions that the Funding Lender or Tax Counsel may require. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to the Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter and each of the representations and warranties of other Transaction Documents executed by the Originator, the SPV, the Seller under and the PHH GuideServicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor (certified by the Secretary of State or other similar official of the respective jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of managers or other governing body of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor authorizing the execution, delivery and performance of this AgreementAgreement and the other Transaction Documents to be delivered by the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents, if applicable) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor. (c) A certificate, substantially in four counterpartsthe form of Exhibit H of the secretary or assistant secretary of the Originator, the Servicer, the Seller and the Performance Guarantor certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, certificate of formation, charter or other organizing document (including a limited liability company agreement, if applicable) of the Originator, the Servicer, the Seller and the Performance Guarantor (certified by the Secretary of State or other similar official of its respective jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws and/or operating agreement of the Originator, in four counterpartsthe Servicer, the Seller and the Performance Guarantor; (iii) an Officers' Certificateresolutions of the board of directors or managers or other governing body of the Originator, in the form Servicer, the Seller and the Performance Guarantor authorizing the execution, delivery and performance by it of Exhibit 9 heretothis Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator, the Servicer, the Seller and the Performance Guarantor executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originator, the Servicer and Terms Letter the Seller issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Originator, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Seller, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV, the Seller or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts unless such filings have been complied with. Subject terminated or released pursuant to paragraphs (i) or (j) above or unless such Receivables, other Affected Assets or Contracts have been released under the terms of the related agreement as contemplated in Section 4.1(z) above), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) [Reserved]. (i) A favorable opinion of Xxxxx Xxxxx LLP, special counsel to the SPV, the Seller, the Servicer, the Performance Guarantor and the Originator, covering the matters set forth in Exhibit I, including non-contravention as to the material agreements (including the Revolving Credit Agreement and the Master Note Purchase Agreement and all related documents), the creation, attachment, perfection and priority of the interests created pursuant to each of the First Tier Agreement, the Second Tier Agreement, and this Agreement, the enforceability of each of the Transaction Documents against each of the Originator, the Seller, the SPV and the Performance Guarantor and as to such other matters as the Agent may reasonably request and (ii) a favorable opinion of the general counsel to the Originator covering certain corporate matters, each of the foregoing conditionsto be in form and substance acceptable to the Agent. (o) A favorable opinion of Xxxxx Xxxxx LLP, Purchaser shall pay special counsel to Seller on each Funding Date the applicable Purchase Price as provided herein.SPV, the Seller, the Performance Guarantor and the Originator, covering certain bankruptcy and insolvency matters i.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11, PPSA Registration System Inquiry Response Certificate or Certified Statement) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, Xxxxxxxx & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of Xxxxxx X. Xxxxxxx, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder It shall be subject a condition precedent to each of the following conditionsVendors' obligations to complete the transactions contemplated in this agreement that: (a) All of the 1. The aforesaid representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true on the Closing Date; 2. The Purchaser shall have completed the Private Placement as a result of which the Purchaser shall have working capital of not less than US$ 3,000,000 and correct net assets of not less than US$ 3,000,000 immediately prior to the Closing Date; 3. The Purchaser shall have filed with the office of the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation changing its name to one approved by the Company and combining its outstanding shares of Common Stock on the basis of one share for each six outstanding shares and following such consolidation and the completion of all the transactions contemplated by this agreement the Purchaser shall have not more that 11,811,244 common shares issued and outstanding. 4. The Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the Purchaser of the business of the Company; 5. On closing the board of directors of the Purchaser shall have three members consisting of Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxx or their nominees; 6. All of the documents required to be delivered by the Purchaser on closing shall have been delivered; 7. The Purchaser shall have filed with the SEC and mailed to its stockholders in the requisite time period the notice required by Rule 14f-1 under section 14(f) of the Exchange Act; and 8. The Management Group and Northfield Capital Corporation shall have acquired on or before the Closing Date from third parties an aggregate of 2,500,000 post-consolidated common shares of the Purchaser. 9. Quotations for the Purchaser's common stock shall have appeared on the OTC bulletin board for at least the five consecutive trading days before the Closing Date. It shall be a condition precedent to the Purchaser's obligations to complete the transactions contemplated in this agreement that: 1. The aforesaid representations and warranties of the Vendors and the Company shall be true on the Closing Date. 2. All outstanding indebtedness of the Company to its shareholders and affiliated companies as of June 30, 1998 being Cdn$ 717,702 shall have been forgiven or converted into shares of the Company and, if converted, such shares shall be added to and constitute part of the shares wherever that term is used in this agreement and such affiliated companies holding such shares shall agree to become a party to and bound by this agreement. 3. The Investment Representation Letter attached hereto as Schedule "E" shall have been executed by each Vendor. 4. The Vendors shall have provided the Purchaser with a certificate dated as of the related Funding Date, Closing Date and no event shall have occurred which, with notice or executed by both of them confirming that all information about the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit Company that has been provided to the Purchaser fully executed originals and its representatives by the Vendors or the Company for the purposes of preparing and which is contained in any confidential offering memorandum used in connection with the Private Placement did not and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the information contained therein respecting the Company not misleading. 5. Auditors independent of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel Company shall have confirmed to the Seller;Purchaser in writing that the Company Financial Statements (as defined in paragraph G.2) can be prepared and audited as described in and within the requisite time period referred to in that paragraph. (v) a certificate or other evidence of merger or change of name, signed or stamped 6. The Company and the Purchaser shall have obtained all necessary regulatory and shareholder approvals to the transactions contemplated under this agreement and to the carrying on by the applicable regulatory authority, if any, which states that Purchaser of the Mortgage Loans were acquired business of the Company. 7. All of the documents required to be delivered 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The Company on closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereindelivered.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement (the “Closing”) is subject to each of the following conditionsconditions precedent: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Bank shall have occurred whichreceived, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Datein form and substance satisfactory to Bank, the Seller shall submit to the Purchaser fully executed originals of the following documentsfollowing: (i) a duly executed copy of this Agreement, in four counterparts; (ii) a duly executed copy of the Custodial Pledge Agreement, in four counterparts; (iii) an Officers' Certificate, in a duly executed copy of the form of Exhibit 9 hereto, including all attachments theretoGuaranty; (iv) an Opinion officer’s certificate of Counsel each Loan Party with respect to incumbency and resolutions authorizing the execution and delivery of each Loan Document to which it is a party, and certifying as to true, correct and complete attached copies of the Operating Documents and good standing certificates of such Loan Party certified by the Secretary of State (or equivalent agency) of such Loan Party’s jurisdiction of organization or formation, each (other than in the case of the certified articles of organization or articles of incorporation, as applicable, for each Guarantor) as of a date no earlier than thirty (30) days prior to the SellerClosing Date; (v) a certificate proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that Bank may deem necessary or other evidence of merger or change of namedesirable in order to perfect the Liens created hereunder, signed or stamped by covering the applicable regulatory authority, if any, which states that 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 applicableCollateral described herein; (vi) evidence satisfactory to Bank that the related Purchase Price insurance policies required by Section 6.5 hereof are in full force and Terms Lettereffect; (vii) payment of the fees and Bank Expenses then due specified in Section 2.5; (viii) current SOS Reports from the Secretaries of State of each Loan Party State indicating that except for Permitted Liens, together there are no other security interests or Liens of record in the Collateral; (ix) a current Compliance Certificate in accordance with Section 6.2; (x) a duly executed copy of the Perfection Certificate; (xi) copies of the (A) documentation and other information requested by Bank in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case at least three (3) Business Days prior to the Closing Date and (B) at least three (3) Business Days prior to the Closing Date, if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; (xii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 3.1(c) have been satisfied and (B) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (xiii) a certificate from Borrower’s chief financial officer or senior vice president of finance attesting that the Loan Parties, on a consolidated basis and taken as a whole, are Solvent as of the Closing Date; (xiv) evidence that the Existing Credit Agreement and the Loan Documents (as defined therein) have been, or concurrently with the related Mortgage Loan ScheduleClosing Date are being, terminated and all Liens securing obligations thereunder have been, or concurrently with the Closing Date are being, released; and (xv) (i) a pro forma balance sheet of Borrower and its Subsidiaries as of the Closing Date after giving effect to the transactions contemplated hereunder, (ii) audited financial statements of Borrower and its Subsidiaries as described in Section 6.2(a)(ii) for the fiscal years ending December 31, 2017 and December 31, 2018, and (iii) projections for each of the fiscal years during the term of this Agreement as described in Section 6.2(a)(vi) and, in the case of the projections for the fiscal year ending December 31, 2020, approved by Borrower’s Board of Directors; (b) Bank shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Bank, and shall have been given such access to the management, records, books of account, contracts and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as Bank shall have requested; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price representations and Terms Letter together with warranties contained herein and in any other Loan Document shall be true and correct in all respects on and as of the related Mortgage Loan Schedule; Closing Date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form no Default or Event of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, Default has occurred and to each counterpart of the related Custodial Agreementis continuing; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All such other terms documents or certificates, and conditions completion of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionssuch other matters, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinBank may reasonably deem necessary or appropriate.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary 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 applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) In-house counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Administrative Agency and Arranger Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and The Agent shall have received evidence that all amounts outstanding under the Purchase Price and Terms Letter Existing Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to the fulfillment or waiver of each of the following conditionsconditions precedent: (a) All The Administrative Agent shall have received originals or telecopies (or in pdf or other electronic format) (followed promptly by originals) unless otherwise specified of the representations and warranties following, each properly executed by a Responsible Officer of the Seller under the PHH Guideeach applicable Loan Party, and of each (unless otherwise specified below) dated the Sellers Closing Date and Purchaser under this Agreement shall be true in form and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance reasonably satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) executed counterparts of this Agreement, in four counterpartsAgreement and the Collateral Documents; (ii) a certificate from a Responsible Officer of each Loan Party attaching certified copies of (x) the Custodial AgreementOrganizational Documents of such Loan Party (in each case, in four counterpartsincluding any amendments or supplements thereto), (y) the resolutions authorizing and approving the making and performance by such Loan Party of this Agreement and the other Facility Documents and the borrowing and Guarantee, as applicable, of the Loans and (z) (1) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document or (2) stating that no such action, approval or consents are required; (iii) an Officers' Certificate, in a certificate from a Responsible Officer of each Loan Party certifying the form names and true signatures of Exhibit 9 hereto, including all attachments theretoeach Person authorized to sign the applicable Facility Document to be delivered hereunder; (iv) an Opinion a certificate of Counsel to recent date evidencing the Sellergood standing of each Loan Party in its jurisdiction of formation; (v) a certificate or other evidence opinions of merger or change of namecounsel to the Loan Parties addressed to Administrative Agent and the Lenders, signed or stamped by in form and substance reasonably satisfactory to the applicable regulatory authority, if any, which states that 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 applicableAdministrative Agent; (vi) the related Purchase Price results of tax, judgment and Terms LetterLien searches of recent date on the Loan Parties in the jurisdictions of formation of the Loan Parties; (vii) all applicable “know your customer” and other account opening documentation required by Administrative Agent to be provided by the Loan Parties; and (viii) financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, together covering the Collateral described in the Collateral Documents. (b) In order to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid, perfected first priority security interest in the personal property Collateral (subject only to Liens approved by the Collateral Agent), each Loan Party shall have delivered to the Collateral Agent: (i) (A) certificates representing the Certificated Securities and all other certificated securities constituting Investment Property as defined and pledged under the Collateral Documents accompanied by undated stock powers executed in blank and (B) proper UCC financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents, covering the Collateral described in the Collateral Documents; and (ii) If so requested by the Collateral Agent, fully executed intellectual property security agreements, as applicable, in proper form for filing or recording with the related Mortgage Loan Schedule;United States Patent and Trademark Office and the United States Copyright Office, memorializing and recording the encumbrance of the intellectual property assets listed in Annexes I, J and K to the Security Agreement. (c) The closing documents Collateral Agent shall have received a certificate from the Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.01(e) is in full force and effect, together with evidence that the Collateral Agent, for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals benefit of the following documents: (i) Secured Parties, has the related Purchase Price and Terms Letter together with benefit of the related Mortgage Loan Schedule; (ii) this Agreement, lender loss payee clause thereunder and/or has been named as originally executed (subject to amendments)additional insured, in four counterparts; (iii) the Custodial Agreementeach case, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loansrequired under Section 5.01(e); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter The Borrower shall have been complied with. Subject paid all fees required to be paid on or before the foregoing conditionsClosing Date and fees, Purchaser shall pay charges and disbursements of counsel to Seller on each Funding Date the applicable Purchase Price as provided hereinany Agent.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder 9.1 Purchaser's obligation to close under this Purchase Contract, shall be subject to and conditioned upon the fulfillment of each and all of the following conditionsconditions precedent: (a) 9.1.1 All of the documents required to be delivered by Seller to Purchaser at each Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance reasonably satisfactory to Purchaser. 9.1.2 Each of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement contained herein shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the related Funding DateEffective Date as though such representations and warranties were made at and as of such date and time. 9.1.3 Seller shall have complied with, fulfilled and performed in all respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder. 9.1.4 Purchaser shall have received its internal approvals prior to the expiration of the Feasibility Period. 9.1.5 Purchaser shall have received estoppel certificates in the form set forth on Exhibit 9.1.5 attached hereto from each of the tenants listed on the Schedule attached hereto as Schedule 9.1.5.1 (or the form required under the applicable lease for any tenant unwilling to execute the form attached hereto as Exhibit 9.1.5) (each, a "Tenant Estoppel"), and no event Purchaser shall have occurred received a Seller's Best Knowledge Estoppel (as hereinafter defined) for each tenant that has not delivered a Tenant Estoppel. 9.1.6 There shall not be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, with notice or the passage of timeif determined adversely, would constitute an Event restrain the consummation of Default any of the transactions contemplated by this Purchase Contract, or declare illegal, invalid or nonbinding any of the covenants or obligations of Seller hereunder Notwithstanding anything to the contrary, there are no other conditions on Purchaser's obligation to Close except as expressly set forth above. 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller's obligation to close with respect to conveyance of a particular Property under this Agreement or under Purchase Contract shall be subject to and conditioned upon the PHH Guide; (b) On or before the fulfillment of each Funding Date, the Seller shall submit to the Purchaser fully executed originals and all of the following documentsconditions precedent: (i) 9.2.1 Purchaser's representations and warranties set forth in this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the Effective Date as though such representations and warranties were made at and as of such date and time. 9.2.2 Purchaser shall have fully performed and complied with. Subject with all covenants, conditions, and other obligations in this Purchase Contract to be performed or complied with by it at or prior to Closing including, without limitation, payment in full of the Purchase Price. 9.2.3 There shall not be pending or, to the foregoing conditionsknowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser hereunder. 9.2.4 If applicable, Purchaser shall pay have produced evidence reasonably satisfactory to Seller on each Funding Date of Purchaser's compliance with Hart-Scott-Rodino Act requirements or of the applicable non-applicability txxxxxx xx xxx xxxnsactions contemplated by this Purchase Price as provided hereinContract.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11, PPSA Registration System Inquiry Response Certificate or Certified Statement) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, Pxxxxxxx & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of Rxxxxx X. Xxxxxxx, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, Hxxxxx & MxXxxx LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All Each officer and Director of the representations Buyer shall tender his or her resignation from such position as of a date two days subsequent to the execution of this Agreement and warranties (i) a resolution shall be duly adopted by the Buyer’s Board of Directors, electing the Seller’s nominees to the Buyer’s Board of Directors and (ii) a resolution shall be duly adopted appointed Xxxxx Xxxx as President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct Buyer as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit a date two days subsequent to the Purchaser fully executed originals execution of the following documents:this Agreement. (i) this AgreementThe original copy of all corporate minutes and actions of the Board of Directors and shareholders of the Buyer, in four counterparts; including, but not limited records and authorizations received or issued to the Buyer’s stock transfer agent, the name and contact information of the Buyer’s tax advisors, accountants, and legal counsel, XXXXX filing agent, a listing of the XXXXX filing codes and such other information as may be reasonably necessary to allow the Buyer’s new officer and director to effect a timely filing of the Buyer’s periodic reports with the U.S. Securities and Exchange Commission shall be delivered to Xxxxx Xxxx prior to June 20, 2009; (ii) the Custodial AgreementA copy of all contracts, in four counterparts; (iii) an Officers' Certificateagreements, in the form of Exhibit 9 heretoand commitments, including leases, and all attachments thereto; (iv) an Opinion of Counsel other documents relating to the Seller; (v) a certificate all real and personal property owned or other evidence of merger or change of name, signed or stamped leased by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, Buyer together with such other documents as may be reasonably necessary to allow the related Mortgage Loan Schedule;new officer and director of the Buyer to function as such shall be delivered to Xxxxx Xxxx prior to June 20, 2009. (c) The closing documents On the Closing Date the Buyer shall have not have any obligation to issue any shares of its capital stock or any obligation to issue any security convertible or exchangeable for its capital stock or which upon exercise of any option, right, or warrant would result in the Mortgage Loans issuance of its capital. Further, the Stockholder shall have delivered to the Escrow Agent, one or more stock certificates representing the Shares to be purchased on each Funding Date shall consist of fully executed originals Cancelled together with written instructions instructing the Escrow Agent to effect the cancellation of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy Shares to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoCancelled. (d) All other terms representations and conditions warranties of this Agreement and the Purchase Price and Terms Letter Section 6 shall have been complied with. Subject to accurate, true and correct on and as of the foregoing conditionsdate of this Agreement, Purchaser and shall pay to also be accurate, true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. (e) The Seller on each Funding Date and Buyer shall have compiled and prepared all documents required, including any audits of financial statements of Entest, in order that the applicable Purchase Price as provided hereinrequirements of Form 8-K may be complied with by the Buyer.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder This Agreement shall be subject to each become effective upon the satisfaction of the following conditionsconditions precedent: (a) All The Administrative Agent’s receipt of the representations and warranties following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Seller under Borrower, if applicable, each dated the PHH GuideClosing Date (or, and in the case of the Sellers and Purchaser under this Agreement shall be true and correct as certificates of the related Funding Dategovernmental officials, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or a recent date before the Closing Date) and each Funding Date, the Seller shall submit in form and substance reasonably satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) executed counterparts of this Agreement, sufficient in four counterpartsnumber for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a Swing Line Note executed by the Custodial AgreementBorrower in favor of the Swing Line Lender, and a Committed Loan Note executed by the Borrower in four counterpartsfavor of each Lender requesting a Committed Loan Note; (iii) an Officers' Certificatesuch certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the form of Exhibit 9 hereto, including all attachments theretoother Loan Documents to which the Borrower is a party; (iv) an Opinion such documents and certifications as the Administrative Agent may reasonably require to evidence that each of Counsel the Borrower, General Partner, Bluewater and Pine Prairie is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to the Sellerengage in business in each jurisdiction as required by Section 5.01; (v) a certificate or other evidence favorable opinions of merger or change Xxx Xxxxx, Esq., General Counsel of namethe sole member of the General Partner, signed or stamped by and Fulbright & Xxxxxxxx L.L.P., special counsel for the applicable regulatory authorityBorrower, if any, which states that addressed to 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 applicableAdministrative Agent and each Lender; (vi) the Audited Financial Statements and the Initial Pro Forma Financial Statements; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the condition specified in Section 4.03(a) has been satisfied, (B) the Initial Pro Forma Financial Statements were prepared in good faith upon assumptions deemed reasonable by the Borrower at the time made, (C) that no Default shall have occurred and be continuing, and (D) that there has been no event or circumstance since the date of the most recent Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) evidence that all insurance required to be maintained pursuant to Section 6.07 has been obtained and is in effect; (ix) environmental assessment reports, audits and certifications as reasonably requested by Administrative Agent identifying existing and potential environmental concerns and quantifying related Purchase Price costs and Terms Letterliabilities, together associated with any Storage Facilities; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the related Mortgage execution, delivery and performance by the Borrower and the validity against the Borrower of the Loan Schedule;Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) The closing documents for There shall not have occurred during the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals period from the date of the following documents: (i) most recent Audited Financial Statements through and including the related Purchase Price Closing Date any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and Terms Letter together with there shall be no actions, suits, investigations, proceedings, claims or disputes pending or, to the related Mortgage Loan Schedule; (ii) this Agreementknowledge of the Borrower, as originally executed (subject to amendments)threatened in writing, at law, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments)equity, in four counterparts; (iv) an Officers' Certificatearbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the form of Exhibit 9 heretoaggregate, as originally executed (subject if determined adversely, could reasonably be expected to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterial Adverse Effect. (d) All The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date. (e) Copies (or electronic access to copies pursuant to the Borrower’s website or XXXXX) of the Registration Statement, including exhibits thereto, as amended through the Closing Date, with any material amendment to any financial statements, projections or forecasts contained therein, or any other terms material amendment to the Borrower’s operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) as described in the initial Registration Statement filed with the SEC reasonably satisfactory in form and substance to Administrative Agent. (f) The Closing Date shall have occurred on or before April 30, 2010. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions of specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto and the Purchase Price and Terms Letter shall have been complied with. Subject Administrative Agent hereby agrees to promptly provide the foregoing conditions, Purchaser shall pay to Seller on each Funding Date Borrower with a copy of any such notice received by the applicable Purchase Price as provided hereinAdministrative Agent.

Conditions Precedent to Closing. Each purchase This Agreement and the obligation of Mortgage each Lender to make Loans and of the LC Issuer to issue Facility LCs hereunder shall be subject to each the satisfaction (or waiver) of the following conditionsconditions precedent: (a) All of The Arrangers and the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lenders shall have occurred whichreceived (i) the Annual Financial Statements, the Quarterly Financial Statements and the Pro Forma Financial Statements and (ii) satisfactory financial statement projections through and including the Borrower’s 2022 fiscal year, together with notice or such information as the passage of time, would constitute an Event of Default under this Agreement or under Administrative Agent and the PHH Guide;Lenders shall reasonably request. (b) On or before The Arrangers and the each Funding DateLenders shall have received a certificate from the Borrower’s chief financial officer that the Borrower and its Subsidiaries, the Seller shall submit after giving effect to the Purchaser fully executed originals Transactions to occur on the Closing Date and the incurrence of Indebtedness related thereto, are Solvent, which certificate shall be in form and substance reasonably satisfactory to the following documentsArrangers. (c) The Administrative Agent and the Arrangers shall have received the following: (i) this AgreementCopies of the articles or certificate of incorporation (or the equivalent thereof) of each Credit Party, in four counterparts;each case, together with all amendments thereto, and a certificate of good standing, each certified not more than 30 days prior to the Closing Date by the appropriate governmental officer in its jurisdiction of organization and accompanied by a certification by the Secretary or Assistant Secretary of such Credit Party that there have been no changes in the matters certified by such governmental officer since the date of such governmental officer’s certification. (ii) Copies, certified by the Custodial AgreementSecretary or Assistant Secretary (or the equivalent thereof) of each Credit Party, in four counterparts;each case, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Credit Party is a party. (iii) an Officers' CertificateAn incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Credit Party authorized to sign the Loan Documents to which it 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 form of Exhibit 9 hereto, including all attachments thereto;applicable Credit Party. (iv) an Opinion of Counsel A certificate reasonably acceptable to the Seller;Administrative Agent signed by the chief financial officer of the Borrower and dated as of the Closing Date, certifying that as of the Closing Date and after giving effect to the Transactions to occur on such date (x) there exists no Default or Unmatured Default and (y) the representations and warranties contained in Article V are true and correct in all material respects (or, if qualified by materiality, “Material Adverse Effect” or like term, in all respects) as of such date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (or, if qualified by materiality, “Material Adverse Effect” or like term, in all respects) on and as of such earlier date). (v) a certificate or other evidence A written opinion (addressed to the Administrative Agent and the Lenders and dated as of merger or change the Closing Date) of nameeach of (A) Xxxxxx and Xxxxxx, signed or stamped by P.A., counsel to the applicable regulatory authorityCredit Parties, if any(B) Xxxxx Lovells US LLP, which states that Colorado counsel to the Mortgage Loans were acquired by Credit Parties, and (C) Xxx Xxxxx, counsel to the Seller by merger or acquired or originated by Borrower, in each case in form and substance reasonably satisfactory to the Seller while conducting business under a name other than its present name, if applicable;Administrative Agent. (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully Duly executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions counterparts of this Agreement and the Purchase Price Guaranty from each of the Credit Parties party hereto or thereto and, in the case of this Agreement, from each Lender, the Departing Lender and Terms Letter the Administrative Agent (which requirement may in each case be satisfied by telecopy or electronic transmission of a signed signature page to this Agreement or the Guaranty, as the case may be). (vii) Evidence satisfactory to the Administrative Agent that the Borrower has paid or, substantially simultaneously with the funding of any Advances on the Closing Date, will pay, to the Administrative Agent, the Arrangers, the Lenders, solely in the case of clause (y) below, the applicable Persons that are “Lenders” under the Existing Credit Agreement and, solely in the cause of clause (z) below, the Departing Lender, as applicable, (x) all fees and expenses due and payable on or prior to the Closing Date, including (A) the fees agreed to in the Fee Letters and (B) reimbursement or payment of all expenses required to be reimbursed or paid by the Borrower for which invoices have been presented no later than one Business Day prior to the Closing Date, (y) all accrued and unpaid interest and fees under the Existing Credit Agreement in respect of the Existing Revolving Loans and Existing Term Loans and all accrued and unpaid fees under Sections 2.5.1 and 2.24.4 of the Existing Credit Agreement (other than any accrued and unpaid interest owing to the Swing Line Lender in respect of the swing line loans previously made to the Borrower under the Existing Credit Agreement (the “Existing Swing Line Loans”), which interest shall be paid after the Closing Date in accordance with the terms of this Agreement) and (z) the principal amount of the Existing Revolving Loans and Existing Term Loans of the Departing Lender in accordance with Section 1.4. (viii) At least two (2) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities with respect to the Credit Parties reasonably requested by the Lenders in writing at least five (5) Business Days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (ix) A Borrowing Notice in respect of the Advances to be made on the Closing Date. For purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have been complied with. Subject received notice from such Lender prior to the foregoing conditions, Purchaser shall pay to Seller on each Funding proposed Closing Date the applicable Purchase Price as provided hereinspecifying its objection thereto.

Conditions Precedent to Closing. Each purchase (a) The obligations of Mortgage Loans hereunder DISTRIBUTORS and the STOCKHOLDERS under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions: (ai) All That PACIFIC's, HOLDINGS' and MANAGEMENT'S representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time; (ii) That PACIFIC, HOLDINGS and MANAGEMENT shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing; (iii) That DISTRIBUTORS shall have received a legal opinion from counsel to HOLDINGS and PACIFIC that the representations and warranties of the Seller under the PHH Guidecontained in Sections 3(a), (b), (g), (j), and of the Sellers (p), and Purchaser under this Agreement shall be Sections 4(a), (b), (c) (d) and (e) are true and correct as of the related Funding Closing Date, and no event that the actions described in Section 6(a)(iv) and Section 6(a)(v) herein can be effected without approval of PACIFIC's stockholders; (iv) That PACIFIC shall have occurred whichmade all necessary filings and given all necessary notices, with including without limitation the notice of the reverse split required by Rule 10b-17 under that Act, and the notice to its stockholders of the transactions referenced herein; (v) That PACIFIC's Board of Directors, by proper and sufficient vote, shall have approved this Agreement and the transactions contemplated hereby; previously consummated approved the reverse split of PACIFIC's outstanding Common Stock without changing either the authorized shares or the passage par value; approved the resignation of time, would constitute an Event all of Default under PACIFIC's current directors and the election of up to five designees of DISTRIBUTORS to serve as directors in place of PACIFIC's current directors; and will have approved such other changes as are consistent with this Agreement or under and approved by DISTRIBUTORS; and (vi) That HOLDINGS' Board of Directors and Shareholder, by proper and sufficient vote, shall have approved this Agreement and the PHH Guide;transactions contemplated hereby; approved the resignation of all of HOLDINGS' current directors and the election of up to five designees of DISTRIBUTORS to serve as directors in place of HOLDINGS' current directors; and will have approved such other changes as are consistent with this Agreement and approved by DISTRIBUTORS. (b) On The obligations of HOLDINGS, PACIFIC and MANAGEMENT under this Agreement shall be and are subject to fulfillment, prior to or before at the Closing of each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsconditions: (i) this Agreement, in four counterparts;That DISTRIBUTORS' and the STOCKHOLDERS' representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time; and (ii) That DISTRIBUTORS and the Custodial AgreementSTOCKHOLDERS shall have performed or complied with all agreements, in four counterparts;terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of Closing; and (iii) an Officers' CertificateThat HOLDINGS shall have entered into for delivery at the Closing, in the form of Consulting Agreements attached hereto as Exhibit 9 hereto, including all attachments thereto;F and Exhibit G. (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter That no STOCKHOLDER shall have been complied with. Subject to exercised its dissenters rights under the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinGCL.

Conditions Precedent to Closing. Each purchase The agreement of Mortgage Loans hereunder shall be Agent and the Lenders to enter into this Agreement on the Closing Date is subject to the condition precedent that Agent and the Lenders shall have received, in form and substance satisfactory to Agent and the Lenders, each of the following conditionsitems and shall have completed each of the following requirements: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideAgreement; (b) On or before an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the each Funding Date, the Seller shall submit to the Purchaser fully executed originals execution and delivery of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents a financing statement (Form UCC-1) for each Borrower; (d) a Loan Advance/Paydown Request Form in the amount of $12,500,000; (e) [Reserved]; (f) payment of the fees and Lender Expenses then due specified in Section 2.4 and invoiced to Borrower, which may be debited from any of Borrowers’ accounts with Square 1; (g) current SOS Reports indicating that, except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (h) company prepared consolidated balance sheets, income statements and statements of cash flows for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of most recently ended month in accordance with Section 6.2, and such other updated financial information as the following documents:Lenders may reasonably request; (i) the related Purchase Price and Terms Letter together a current Compliance Certificate in accordance with the related Mortgage Loan ScheduleSection 6.2; (iij) this Agreement, as originally warrants duly executed (subject by Borrower and issued to amendments), in four counterpartseach Lender; (iiik) the Custodial Agreement, as originally executed (subject to amendments), in four counterpartsa Borrower Information Certificate for each Borrower; (ivl) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject i) a deposit account control agreement with respect to amendments), including all attachments theretoParent’s account numbers [redacted] and [redacted] at Square 1; (vm) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)[Reserved]; (vin) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement[Reserved]; (o) such other documents or certificates, and to each counterpart completion of the related Custodial Agreementsuch other matters, as Agent and/or any Lender may reasonably request; and (viip) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrowers shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinopened and funded not less than fifty percent of Borrowers’ Cash assets in deposit accounts held with Square 1.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to each the condition precedent that Agent shall consent to or shall have received, in form and substance satisfactory to Agent, such documents, and completion of the following conditionssuch other matters, as Agent may reasonably deem necessary or appropriate, including, without limitation: (a) All of duly executed original signatures to this Agreement, the representations Perfection Certificate and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideother Loan Documents to which Borrower is a party; (b) On or before the duly executed original Secured Promissory Notes in favor of each Funding Date, the Seller shall submit Lender with a face amount equal to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage such Lender’s Term Loan ScheduleCommitment; (c) The closing documents for [Reserved]; (d) the Mortgage Loans to be purchased on each Funding Date shall consist Operating Documents of fully executed originals Borrower certified by the Secretary of State of the following documents:state of organization of Borrower as of a date no earlier than thirty (30) days prior to the Closing Date; (e) good standing certificates dated as of a date no earlier than thirty (30) days prior to the Closing Date to the effect that Borrower is qualified to transact business in all states in which the nature of Borrower’s business so requires; (f) duly executed original signatures to the completed Borrowing Resolutions for Borrower; (g) certified copies, dated as of a recent date, of financing statement searches, as Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; (h) a landlord’s consent executed in favor of Agent in respect of Borrower’s facilities located at 000 Xxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx 00000; (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulea landlord’s consent executed in favor of Agent in respect of Borrower’s facilities located at 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000; (iij) this Agreement, a duly executed legal opinion of Borrower’s counsel dated as originally executed (subject to amendments), in four counterpartsof the Closing Date; (iiik) the Custodial a Registration Rights Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments /Investors’ Rights Agreement and any amendments thereto; (vl) an Opinion a duly executed copy of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Series D Equity Agreement and any amendments thereto, and all other related documents; (vim) evidence satisfactory to Agent that the related Mortgage Loan Scheduleinsurance policies required by Section 6.5 hereof are in full force and effect, one copy to be attached to each counterpart together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of this AgreementAgent, and to each counterpart for the ratable benefit of Lenders; (n) payment of the related Custodial AgreementClosing Fee described in Section 2.4(a); and (viio) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter evidence that Borrower shall have been complied with. Subject received net cash proceeds of not less than FOUR MILLION, FIVE HUNDRED THOUSAND AND NO/100 Dollars ($4,500,000.00) from the sale of Borrower’s Series D Stock to existing shareholders after May 24, 2011 and on or prior to the foregoing conditionsClosing Date, Purchaser shall pay to Seller on each Funding Date pursuant to, and in accordance with, the applicable Purchase Price as provided hereinSeries D Equity Agreement.

Conditions Precedent to Closing. Each purchase This Agreement and the obligation of Mortgage Loans hereunder each Lender to make an Advance on the Closing Date shall be subject to not become effective until the date on which the Administrative Agent shall have received executed counterparts of this Agreement by each of the following conditionsparties hereto and each of the following, each (unless otherwise specified below) dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (c)) in sufficient copies for each Lender: (a) All Certified copies of (x) the certificate of incorporation and by-laws of the representations and warranties Borrower, (y) the resolutions of the Seller under Board of Directors of the PHH GuideBorrower authorizing the making and performance by the Borrower of this Agreement and the transactions contemplated hereby, and of the Sellers (z) documents evidencing all other necessary corporate action and Purchaser under this Agreement shall be true and correct as of the related Funding Dategovernmental approvals, and no event shall have occurred whichif any, with notice or the passage of time, would constitute an Event of Default under respect to this Agreement or under the PHH Guide;Agreement. (b) On A certificate of the Secretary or before an Assistant Secretary of the each Funding Date, Borrower certifying the Seller shall submit names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (c) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the Purchaser fully executed originals Closing Date as to the good standing of and certificate of incorporation filed by the following documents:Borrower. (id) this AgreementA favorable opinion of Xxxxx & Xxx Xxxxx, in four counterparts; (ii) PLLC, special counsel to the Custodial AgreementBorrower, in four counterparts; (iii) an Officers' Certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 C hereto. (de) All A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date. (f) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed. (g) Such other terms and conditions of documents relating to this Agreement and the Purchase Price transactions contemplated hereby as the Administrative Agent may reasonably request and Terms Letter as further described in the list of closing documents attached as Exhibit E. Furthermore, the Administrative Agent shall have been complied with. Subject received all fees and other amounts due and payable on or prior to the foregoing conditionsClosing Date, Purchaser including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall pay to Seller on each Funding Date notify the applicable Purchase Price as provided hereinBorrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans Lender to make the Advance hereunder shall be is subject to the fulfillment or waiver, to the satisfaction of Lender, of each of the following conditionsconditions on or before the Closing Date: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lender shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsdocuments or evidence thereof, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Lender: (i) this Agreement, in four counterpartsAgreement and each other Facility Document; (ii) certified copies of (w) the Custodial Organizational Documents of Borrower (in each case, including any amendments or supplements thereto), (x) the resolutions of the directors of Borrower authorizing and approving the making and performance by Borrower of this Agreement and the other Facility Documents and the borrowing of the Advance, (y) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, in four counterpartsthe Pledge Agreement and any other Facility Document, and (z) the Subscription Agreement; (iii) an Officers' Certificate, in a certificate from a Responsible Officer of Borrower certifying the form names and true signatures of Exhibit 9 hereto, including all attachments theretosuch Person authorized to sign the applicable Facility Document to be delivered hereunder; (iv) an Opinion a certificate evidencing the good standing of Counsel Borrower, in its jurisdiction of formation and each other jurisdiction where it is qualified to do business dated a date not earlier than fifteen (15) Business Days prior to the SellerClosing Date; (vi) opinion of counsel to Borrower with respect to the laws of the State of New York, (ii) opinions of counsel to Lender with respect to the laws of BVI, the United Kingdom and China, and (iii) a certificate or other evidence copy of merger or change the Cayman opinion delivered under Section 6.01(c) of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 applicableSubscription Agreement; (vi) the related Purchase Price Rule 144 Rider; (vii) the Consent Letter and Terms the Comfort Letter; (viii) the original certificates evidencing sufficient SINA Shares to cause the LTV Ratio to be no greater than the Initial Maximum LTV Ratio, together with the related Mortgage Loan Scheduleduly executed stock transfer powers in blank; (cix) The closing documents for the Mortgage Loans evidence that SINA has obtained all consents, approvals, filings, notices, applications, disclosures, and statements required to be purchased on each Funding Date shall consist of fully executed originals obtained prior to the issuance of the following documents: (i) SINA Shares under the related Purchase Price Subscription Agreement, and Terms Letter together with the related Mortgage Loan Schedulea copy of each such consent, approval, filing, notice, application, disclosure, and statement; (iix) this Agreementevidence that Borrower shall have duly appointed National Corporate Research, Ltd. as originally executed (subject its process agent to amendments)accept such service of any and all such writs, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart process and summonses for any action arising out of this Agreement, and to each counterpart of the related Custodial AgreementAgreement or any other Facility Document; and (viixi) an Assignmentthe results of tax, Assumption judgment and Recognition Agreement, Lien searches on Borrower in the form District of Exhibit 2.05 heretoColumbia dated no later than 10 days from the Closing Date. (db) All other terms and conditions of this Agreement and There is sufficient Collateral in the Purchase Price and Terms Letter shall have been complied with. Subject Collateral Account such that, after giving effect to the foregoing conditionsAdvance, Purchaser shall pay the LTV Ratio as of the Closing Date is equal to Seller on each Funding Date or less than the applicable Purchase Price as provided hereinInitial Maximum LTV Ratio.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, counterparts of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of Xxxx X. Xxxxx, General Counsel of Xxxxx, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the AFM Originator, the Caraustar Mill Originator, the Caraustar Industrial Originator, the Caraustar Fiber Originator, the Newark Originator, the Caraustar Consumer Originator, the Tama Originator, the Cascade Originator and the SPV in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2019. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Rabobank Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditions:conditions precedent shall have been fulfilled on or prior to October 8, 1998 (or such later Business Day as the parties hereto may mutually agree): (a) All The Administrative Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and (except for the following documentsNotes) in sufficient copies for each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Bank and the Administrative Agent; (ii) the Custodial AgreementA Notes payable to the order of the Lenders, in four counterpartsrespectively, duly completed and executed by the Borrower; (iii) an Officers' Certificatecertified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, in the form Notes and the other Loan Documents to which it is, or is to be, a party, and of Exhibit 9 heretoall documents evidencing other necessary corporate action with respect to this Agreement, including all attachments theretothe Notes and such Loan Documents; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement, the SellerNotes and the other Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Restated Articles of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary 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 applicableBorrower; (vi) the related Purchase Price and Terms Lettercertified copies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments; (cvii) favorable opinions of: (A) Sidley & Austin, counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(vii)-1 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; (B) King & Spalding, counsel to the Administrative Agent, in substantially the form of Exhibit 3.01(a)(vii)-2 and as to such other matters as the Majority Lenders, through the Administrative Agent, may reasonably request; and (viii) such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct and the Mortgage Loans to be purchased on each Funding Date Administrative Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial AgreementThe Borrower shall have paid (i) all fees under or referenced in Section 2.04 hereof, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Administrative Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms The Borrower shall have paid in full all debt outstanding under the Existing Facility, and conditions the commitments of this all the lenders thereunder shall have been terminated. (e) The Borrower shall have executed and delivered the Other Credit Agreement and the Purchase Price "Loan Documents" referred to therein, and Terms Letter all conditions precedent set forth in Section 3.01 thereof shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinsatisfied.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, counterparts of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Notice Letter Agreement and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreementby-laws or operating agreement, in four counterpartsas applicable, of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements, naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements, naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of Xxxx X. Xxxxx, General Counsel of Xxxxx, Inc., covering certain corporate matters with respect to the Servicer, the Delta Originator, the AFM Originator, the Caraustar Mill Originator, the Caraustar Industrial Originator, the Caraustar Fiber Originator, the Newark Originator, the Caraustar Consumer Originator, the Caraustar Custom Originator, the Tama Originator, the Cascade Originator and the SPV in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of August 31, 2019. (q) Evidence that the Purchase Price Collection Account has been established. (r) Executed copies of the Rabobank Assignment, in form and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditionsAgent and Agent’s counsel. (s) Such other approvals, Purchaser shall pay to Seller on each Funding Date documents, instruments, certificates and opinions as the applicable Purchase Price as provided hereinAgent, any Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be Lender to close and make the initial Advance is subject to each the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, all of the following conditionsfollowing: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this This Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideduly executed by Borrower; (b) On or before the each Funding Date, the Seller shall submit The Warrant to the Purchaser fully be issued to Lender duly executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleBorrower; (c) The closing documents for the Mortgage Loans Negative Pledge Agreement to be purchased on each Funding Date issued to Lender duly executed by Borrower; (d) A Uniform Commercial Code Form 1 financing statement naming Borrower as Debtor and Lender as secured party; (e) The Notice of Borrowing shall consist be completed and duly executed by Borrower; (f) Control Agreements with respect to all of fully Borrower’s depository, operating and securities accounts other than Payroll Accounts and to the extent required by Section 6.10; (g) The Perfection Certificate shall be completed and duly executed originals by Borrower; (h) An officer’s certificate of Borrower with copies of the following documents:documents attached: (i) the articles of incorporation and by-laws of Borrower certified by Borrower as being in full force and effect on the Closing Date, (ii) incumbency and representative signatures, and (iii) resolutions authorizing the execution and delivery of this Agreement and each of the other Loan Documents; (i) the related Purchase Price A good standing certificate from Borrower’s state of incorporation and Terms Letter together with the related Mortgage Loan Schedulefrom any state where Borrower is, or is required to be, qualified to do business; (iij) Evidence of the insurance coverage required by Section 6.8 of this Agreement, as originally executed (subject to amendments), in four counterparts; (iiik) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form All necessary consents of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller stockholders and other third parties with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Scheduleexecution, one copy to be attached to each counterpart delivery and performance of this Agreement, the Warrant and the other Loan Documents; (l) The Current Financial Statements of Borrower shall have been delivered to each counterpart of the related Custodial AgreementLender; and (viim) an AssignmentSuch other documents, Assumption and Recognition Agreementcompletion of such other matters, in the form of Exhibit 2.05 heretoas Lender may reasonably deem necessary or appropriate. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be Lender to enter into this Pledge Agreement and the Note and to make any Advance thereunder are subject to each of the following conditions: (a) All The receipt by Lender, concurrently with the signing of this Pledge Agreement, in form and substance satisfactory to Lender, each of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsfollowing: (i) Evidence of the authority of the persons executing this Pledge Agreement, in four counterparts;the Note and the other Loan Documents, together with specimen signatures of such persons; and (ii) A certified copy of the Custodial AgreementBorrower's Certificate of Incorporation and By-laws and a good standing certificate from the State of Delaware dated as of, in four counterparts;or reasonably prior to, the date hereof; and (iii) an Officers' CertificateCertified copies of all necessary resolutions of the Board of Directors of the Borrower authorizing the execution and delivery and performance under this Pledge Agreement, in the form of Exhibit 9 hereto, including all attachments thereto;Note and the other Loan Documents; and (iv) an Opinion of Counsel to the Seller;The duly executed, original Note; and (v) a certificate or other evidence A certificate, as of merger or change the date of namesigning of the Pledge Agreement, signed or stamped by the applicable regulatory authorityPresident, if any, which states a Vice President or the Treasurer of the Borrower certifying that the Mortgage Loans were acquired by representations and warranties contained in Article VIII hereof are true and correct, that Borrower is in compliance with the Seller by merger covenants set forth in Article IV and that no Event of Default, and no event which with notice or acquired lapse of time or originated by the Seller while conducting business under a name other than its present nameboth would become an Event of Default, if applicable;has occurred and is continuing; and (vi) the related Purchase Price The following opinions of counsel in form and Terms Lettersubstance reasonably satisfactory to Lender's counsel: (A) Standard corporate opinions of Borrower regarding due authorization, together with the related Mortgage Loan Scheduleexecution, consents, material litigation and noncontravention; (cB) The closing documents for Enforceablility of this Pledge Agreement, the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of Note and the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage other Loan ScheduleDocuments; (iiC) this AgreementLien, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel priority and perfection opinions relating to the Seller (pledge of Collateral from the Borrower to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementLender; and (viiD) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto.Such other opinions as Lender's counsel shall reasonably request; and (db) All Such other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionsdocuments, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price certificates or financial or other information as provided hereinLender may reasonably request.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, Phillips & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of Robert E. Klatell, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions: (a) All The following shall be conditions precedent to Purchaser's obligation to close the Power/Promotional Center Closing on or before the Power/Promotional Center Closing Date and to close the Community Center/Triangle Closing on or before the Community Center/Triangle Closing Date (the "Conditions Precedent"): (i) Purchaser shall have received and approved executed estoppel certificates in the form required by such Tenant's lease or if no form is required, substantially in the form of Exhibit "F" attached hereto or other estoppel certificate form agreed upon by the parties during Purchaser's Contingency Period, from Tenants of the Power/Promotional Center who occupy more than 10,000 square feet in the Power/Promotional Center Property (collectively, the "Major Tenants of the Power/Promotional Center") prior to the Power/Promotional Center Closing Date and from Tenants of the Community Center/Triangle who occupy more than 10,000 square feet on the Community Center/Triangle Property (collectively "Major Tenants of the Community Center/Triangle") prior to the Community Center/Triangle Closing Date and estoppel certificates from Tenants occupying at least seventy percent (75%) of the remaining space developed on the Power/Promotional Center or Community Center/Triangle, as applicable, that is not subject to the Rent Subsidy Agreement (as defined below) prior to the applicable Closing Date. For those Tenants (other than Major Tenants of the Power/Promotional Center or Community Center/Triangle, as appropriate) who do not execute an estoppel certificate prior to the applicable Closing Date, Seller shall execute an estoppel certificate, on behalf of such Tenants, to Purchaser in substantially the same form as Exhibit "F"; provided, however, Seller will be released from all liability under any such estoppel certificate upon delivery of an estoppel certificate executed by any such Tenant. The estoppel certificates executed by Tenants shall not be dated earlier than sixty (60) days prior to the applicable Closing Date and the estoppel certificates executed by Seller shall not be dated earlier than five (5) days prior to the applicable Closing Date. (ii) Title shall have been approved by Purchaser under Article 4 with the Title Company standing ready to issue an ALTA Owner's standard coverage policy of title insurance insuring Purchaser's interest in the Power/Promotional Center or Community Center/Triangle, as applicable, dated as of the day of the applicable Closing Date, with liability in the amount of the Power/Promotional Center Purchase Price or Community Center/Triangle Purchase Price, as applicable, subject only to the Permitted Encumbrances, together with such endorsements as Purchaser may reasonably require (the "Title Policy"). (iii) Purchaser shall not have terminated this Agreement during the Contingency Period under Article 7 and shall have approved the CC&R's and form of Rent Subsidy Agreement. (iv) Seller's representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be remain true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;in all material respects. (b) On The following shall be conditions precedent to Seller's obligation to close the Power/Promotional Center Closing on or before the each Funding Power/Promotional Center Closing Date and to close the Community Center/Triangle Closing on or before the Community Center Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) On or before January 22, 1998, Seller's Board of Directors or executive committee of Seller's Board of Directors on behalf of Seller's Board of Directors shall have approved Seller's execution and performance of the obligations of Seller contemplated by this Agreement. If Seller's Board of Directors, in four counterparts;or executive committee of Seller's Board of Directors on behalf of Seller's Board of Directors, does not approve this Agreement on or before January 22, 1998, this Agreement shall terminate, except for Purchaser's indemnity and confidentiality of obligations under Article 7 and Paragraph 19(n). (ii) Notwithstanding anything to the Custodial contrary contained in this Agreement, the Power/Promotional Center Closing shall have occurred in four counterparts;accordance with this Agreement as a condition precedent to the Community Center/Triangle Closing. This condition precedent is for the benefit of Seller and may not be waived by Purchaser. (iii) an Officers' Certificate, Purchaser's representations and warranties shall remain true and correct in the form of Exhibit 9 hereto, including all attachments thereto;material respects. (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Purchaser and Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in have approved the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Rent Subsidy Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans the Lender to perform any of its obligations hereunder shall be is subject to each of the following conditionsconditions precedent having been satisfied (or waived in writing by the Lender) on the date hereof: (a) All of the representations and warranties of Lender shall have received on or before the Seller under date hereof the PHH Guidefollowing, and of the Sellers and Purchaser under this Agreement shall be true and correct each dated as of the related Funding Date, date hereof (unless otherwise specified) and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals of the following documentsLender: (i) this Agreement, in four counterpartsa Note duly executed and delivered by the Borrowers and payable to the order of the Lender; (ii) certified copies of the Custodial resolutions of the board of directors (and shareholders, if necessary) of each of the Obligors approving this Agreement, in four counterpartsthe Notes and each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals of each of the Obligors, if any, with respect to this Agreement, the Notes and each other Loan Document to which it is or is to be a party; (iii) a certificate of the secretary or an Officers' Certificateassistant secretary or treasurer of each of the Obligors certifying (A) the names and true signatures of the respective officers of each such Obligor authorized to sign this Agreement, in the form Notes, each other Loan Document to which it is or is to be a party and the other documents to be delivered by it hereunder and thereunder and (B) if such certificate relates to a Borrower, the authorized share capital of Exhibit 9 hereto, including all attachments theretosuch Borrower and the number of shares thereof that are issued and outstanding and the holders thereof; (iv) an Opinion a copy of Counsel to the Sellerarticles of incorporation, certificate of incorporation or other constitutional document (as the case may be) and by-laws of each Obligor and each amendment thereto, certified (as of a date reasonably near the date hereof) by the secretary or assistant secretary of such Obligor as being a true and correct copy thereof; (v) a copy of a certificate or other evidence of merger or change good standing of nameeach Obligor, signed or stamped by dated as of a date reasonably near the applicable regulatory authoritydate hereof, if any, which states certifying that such Obligor is duly incorporated and in good standing under 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 laws of its present name, if applicablejurisdiction of incorporation; (vi) the related Purchase Price Master Agreement, duly executed and Terms Letterdelivered by the Borrowers, together with TBSIL and the related Mortgage Loan ScheduleLender; (vii) a written confirmation from the Borrowers as to which individuals are authorized to give Notices of Drawdowns and instructions to the Lender on behalf of the Borrowers in respect of the selection of any Interest Period pursuant to this Agreement; (viii) a letter from Xxxxxxxx & Xxxxxxx accepting appointment as process agent for each Borrower and Initial Guarantor; (ix) an Internal Revenue Service Form W-8BEN or W8-ECI duly completed and executed by each Borrower and TBSIL pursuant to the Master Agreement; and (x) such documents and evidence as the Lender shall require, based on applicable law and regulations and the Lender's own internal guidelines, relating to the Lender's knowledge of its customers; (b) no Material Adverse Change shall have occurred; (c) The closing documents for the Mortgage Loans no action, suit, investigation, litigation or proceeding shall be pending or, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial AgreementMaterial Adverse Effect; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrowers shall have been complied with. Subject paid the fees required to be paid to the foregoing conditions, Purchaser shall pay Lender pursuant to Seller on each Funding Date the applicable Purchase Price as provided hereinFee Letter.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditionsdocuments, each in form and substance satisfactory to each Managing Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Guaranty, the Fee Letters, the Termination and Payoff Letter and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit E, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit F, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, dated as of a recent date. (e) A good standing certificate for each of the Originators and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (f) Acknowledgment copies or other terms evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and conditions the other Affected Assets. (g) Acknowledgment copies or other evidence of this filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3) necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and the SPV. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (k) A favorable opinion of Xxxx X. Xxxxx, General Counsel of Xxxxx, Inc., covering certain corporate matters with respect to the Servicer and the SPV in for and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (o) Satisfactory results of a review and audit of the SPV’s and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (p) A Servicer Report as of October 31, 2008. (q) Evidence that the Purchase Price Collection Account has been established. (r) Such other approvals, documents, instruments, certificates and Terms Letter shall have been complied with. Subject to opinions as the foregoing conditionsAgent, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinany Managing Agent, any Administrator or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be each Lender to Close is subject to the conditions precedent that on or before the date of Closing: The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender: A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15. Certified copies of the following conditions: (a) All resolutions of the representations and warranties Board of Directors of the Seller under the PHH GuideBorrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement; A certificate of the Sellers Secretary or an Assistant Secretary of the Borrower certifying (A) the names and Purchaser under true signatures of the officers of the Borrower authorized to sign this Agreement shall and the other documents to be delivered hereunder; (B) that attached thereto are true and correct as copies of the related Funding Date, Certificate of Incorporation and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals By Laws of the following documents: Borrower, in each case in effect on such date; and (iC) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, in four counterparts; including, without limitation, a copy of the order (iiFile No. 70-9749) of the Custodial AgreementSEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order"); Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2001, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2002, in four counterparts; (iii) an Officers' Certificateeach case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied; A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit 9 heretoC hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; and A favorable opinion of Xxxxx Xxxxxxx LLP, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents Special New York counsel for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementAdministrative Agent, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, substantially in the form of Exhibit 9 D hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel . The Administrative Agent shall have received the fees payable pursuant to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoFee Letter. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) a loan certificate of each Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Borrower, which loan certificate shall be in substantially the form of EXHIBIT P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) true, complete and correct copies of the Constituent Documents of such Borrower, (B) a true, complete and correct copy of the Consulting Agreement, (C) a copy of the partnership or limited liability company resolutions of such Borrower, authorizing such Borrower with respect to the borrowing hereunder and the execution, delivery and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party, and (D) certificates of existence for such Borrower issued by the Secretary of State or similar state official for the State of such Borrower's organization and for each state in which such Borrower is, or is required to be, qualified to do business; (v) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vi) a loan certificate of each Rainbow Partner, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Rainbow Partner, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of such Rainbow Partner, certified by the Secretary of State of such Rainbow Partner's incorporation, (B) a true, complete and correct copy of the bylaws of such Rainbow Partner, (C) a copy of the resolutions of the board of directors of such Rainbow Partner, authorizing such Rainbow Partner with respect to the execution, delivery and performance by such Rainbow Partner of the Loan Documents to which it is a party, and (D) certificates of existence for such Rainbow Partner issued by the Secretary of State or similar state official for the State of such Rainbow Partner's PAGE 51 incorporation, and for each state in which such Rainbow Partner is, or is required to be, qualified to do business; (vii) a loan certificate of RMHI, including a certificate of incumbency with respect to the signature of each Authorized Signatory of RMHI, which loan certificate shall be in substantially the form of EXHIBIT R attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of RMHI, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of RMHI, (C) a copy of the resolutions of the board of directors of RMHI, authorizing RMHI with respect to the execution, delivery and performance by RMHI of the Loan Documents to which it is a party, and (D) certificates of existence for RMHI issued by the Secretary of State or similar state official for the State of Delaware and for each state in which RMHI is, or is required to be, qualified to do business; (viii) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing appropriate UCC-1 financing statement forms; (ix) a certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of EXHIBIT S attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (x) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xi) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrowers to the Credit Parties in accordance therewith; PAGE 52 (xii) opinions of counsel to the Borrowers, RMHI, the Rainbow Partners and the Guarantors addressed to each Credit Party and in form and substance reasonably satisfactory to the Arrangers and their counsel; (xiii) a copy of the organizational chart of the Borrowers and their respective Subsidiaries; (xiv) a copy of (A) the audited combined balance sheets, income statements and cash flow statements for the Borrower Parties and (B) the unaudited combining balance sheets and income statements for the Borrower Parties, in each case for the year ended December 31, 2001, and a copy of the unaudited combined balance sheets, income statements and cash flow statements for the Borrower Parties for the quarter ended September 30, 2002; (xv) the duly executed Subordination of Fees Agreement; (xvi) copies of insurance binders or certificates covering the assets of the Borrower Parties, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; and (xvii) evidence that the Borrowers shall have obtained debt ratings from both Xxxxx'x Investors Service, Inc. and Standard & Poor's with respect to the Loans. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower Parties under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of each of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrowers so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans Borrower Parties since December 31, 2001, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to such Borrower Parties, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter There shall have been complied with. Subject no material adverse change in the business, assets or financial condition of the Borrower Parties from that reflected in the audited financial statements, provided pursuant to Section 4.1(a)(xiv) hereof. (e) The Arrangers shall have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Administrative Agent shall have received a certificate of an Authorized Signatory of each of the Borrowers demonstrating, on a pro forma basis, as of the Agreement Date, that the Leverage Ratio calculated as of the Agreement Date, based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2002, and Total Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser shall pay is less than or equal to Seller on each Funding Date the applicable Purchase Price as provided herein2.00 to 1.00.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject On or prior to each the Effective Date, all obligations of the following conditions: Borrower hereunder to the Agent and the Lenders incurred prior to the Closing Date and any amounts payable to the Agent or the Lenders on the Effective Date (a) All other than legal fees payable pursuant to the last paragraph of this Section 3.1), shall have been paid in full. In addition, the representations and warranties of Agent shall have received or waived in writing the Seller under the PHH Guidefollowing, and of the Sellers and Purchaser under this Agreement shall be true and correct each dated as of or prior to the related Funding Effective Date, in form and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsAgent: (i) this Agreementan officer's certificate, in four counterparts; (ii) dated the Custodial AgreementEffective Date, in four counterparts; (iii) an Officers' Certificatesigned by any Co-Chairman, the President, any Senior Vice President, any Vice President or the Controller of the Borrower, and attested to by the Secretary or any Assistant Secretary of the Borrower, in the form of Exhibit 9 heretoD with appropriate insertions, including together with copies of the Articles of Incorporation of Borrower certified by the Secretary of State of the State of the Borrower's incorporation and the By-Laws of Borrower and the resolutions of the Borrower referred to in such certificate; and certified copies of all attachments theretoother documents, if any, evidencing corporate action or governmental authorization or approval with respect to this Agreement, the Promissory Notes, the Advances and the Loan Documents; (ii) duly executed and completed Promissory Notes payable to the order of each Lender; (iii) a duly executed and delivered Affirmation of Environmental Indemnity; (iv) an Opinion opinion of Counsel counsel to the SellerBorrower addressed to the Agent and the Lenders in form reasonably acceptable to the Agent; (v) a certificate or other evidence of merger or change of namefinancial statements in the forms prescribed by Sections 5.2(a)-(d) for the fiscal year 1997, signed or stamped by the applicable regulatory authorityfiscal quarter ended September 30, if any, which states that 1998 and 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 applicablemost recent Accounting Period; (vi) copies of all financial statements, reports, and proxy statements mailed to the related Purchase Price Borrower's shareholders within the last year, and Terms Lettercopies of all registration statements, together periodic reports, and other documents filed by the Borrower with the related Mortgage Loan ScheduleSecurities and Exchange Commission (or any successor thereto) and any national securities exchange within the last year; (cvii) The closing documents for such consents or acknowledgements, with respect to such of the Mortgage Loans transactions hereunder, from such Persons as the Agent or its counsel may reasonably determine to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulenecessary or appropriate; (iiA) this Agreementa good standing certificate from the State of Maryland in respect of the Borrower as of a recent date; and (B) a certificate of the Secretary of State of each state in which the Borrower owns a Mortgaged Property or is required to qualify to do business, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, due qualification to do business as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form a foreign entity and good standing of Exhibit 9 hereto, Borrower as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreementrecent date; and (viiix) an Assignment, Assumption title policy endorsements which have the effect of redating the title policies insuring the Liens of the Mortgages. Execution and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions delivery of this Agreement by Borrower shall constitute Borrower's agreement and covenant to pay to the Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable fees and disbursements of counsel to the Agent and the Purchase Price and Terms Letter shall have been complied with. Subject Lenders incurred prior to or on the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinEffective Date.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder 9.1 The closing shall be subject deemed to each be held at the office of the following conditionsAdministrative Agent in Chicago, Illinois, and on the date of execution of this Agreement, the Company shall deliver to the Administrative Agent for the benefit of the Banks: (ai) All an executed copy of this Agreement, (ii) a certificate signed by any Authorized Officer stating that as of such closing date no Event of Default or Potential Default shall exist and that the representations and warranties contained in Article 4 are true and correct on such closing date, (iii) copies of the Seller Certificate of Incorporation of the Company, together with all amendments, certified by the Secretary or Assistant Secretary of the Company, and a certificate of good standing, certified on or within ten days prior to the date hereof by the Secretary of State of Delaware, (iv) copies, certified by the Secretary or Assistant Secretary of the Company, of its By-Laws and its Board of Directors' Resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Bank), authorizing the execution, delivery and performance of the Loan Documents, (v) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Company, which shall identify by name and title and bear the signature of the officers of the Company authorized to sign the Loan Documents and to sign any other documents, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Banks shall be entitled to rely until informed of any change in writing by the Company), (vi) a written opinion of the Company's counsel, McGrath North Mullin & Kratz, PC LLO addressed to the Banxx xx xhe form of Exhibxx X, (vii) Syndicated Notes payable to the order of each of the Banks, (viii) satisfactory evidence that those fees due on the date the Company executes this Agreement have been paid in full, and (ix) satisfactory evidence that the Prior Agreement shall have been terminated and cancelled and any and all accrued and unpaid principal, interest, fees and expenses due and payable under the PHH Guide, and terms of the Sellers and Purchaser Prior Agreement or any other agreement, document or instrument executed in connection therewith have been paid in full. 9.2 The Banks shall not be required to make Loans under this Agreement unless on each Loan Closing Date (i) no Event of Default or Potential Default shall exist, (ii) the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4.1, 4.5, 4.8, 4.9, 4.10 and 4.11 shall be true and correct in all material respects as of the related Funding such Loan Closing Date, and no event (iii) all legal matters incident to such borrowings shall have occurred which, be satisfactory to the Administrative Agent and its counsel. On each Loan Closing Date with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Daterespect to a Bid Absolute Rate Loan, the Seller Company shall submit deliver to the Purchaser fully executed originals Administrative Agent, for the account of the following documents:relevant Bank, a duly executed and completed Bid Note if requested. 9.3 On the date of (i) this Agreement, in four counterparts; each extension pursuant to Section 2.18 hereof or (ii) the Custodial Agreementdate of each increase in Commitments pursuant to Section 2.23 hereof, in four counterparts; (iii) an Officers' Certificatethe Company shall deliver to the Administrative Agent for the benefit of the Banks a certificate, signed by any Authorized Officer, stating that as of such date no Event of Default or Potential Default exists and, in the form case of Exhibit 9 heretoeach extension pursuant to Section 2.18, including that the representations and warranties contained in Section 4 are true and correct in all attachments thereto; (iv) an Opinion material respects on such date as if made on such date, except that the financial statements referred to in Section 4.4 shall be deemed to be the audited consolidated financial statements of Counsel the Company and its Subsidiaries most recently delivered to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBanks. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to the fulfillment, to the satisfaction of Lxxxxx, of each of the following conditionsconditions precedent on the Closing Date: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lender shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsdocuments in form and substance satisfactory to Lender: (i) duly executed counterpart of this Agreement, in four counterparts; (ii) the Custodial duly executed Custody Agreement, in four counterparts; (iii) an Officers' Certificate, in the form a duly executed counterpart of Exhibit 9 hereto, including all attachments theretoForm FR U-1; (iv) an Opinion certified copies of Counsel (A) the Organization Documents (including any amendments or supplements thereto) of Borrower, (B) the resolutions authorizing and approving the execution, delivery and performance by Borrower of this Agreement and the other Facility Documents and the Advances hereunder, and otherwise reasonably satisfactory to the SellerLender, and (C) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document; (v) a certificate of Borrower certifying the names and true signatures of the Responsible Officers of Borrower authorized to sign this Agreement and any other Facility Document to be delivered hereunder or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 applicablethereunder; (vi) certificates evidencing the related Purchase Price good standing of each of Borrower in its jurisdiction of formation and Terms Lettereach other jurisdiction where it is qualified to do business dated a date not earlier than thirty (30) Business Days prior to the Closing Date as to the good standing of Borrower; (vii) opinions of counsel to Borrower in form and substance reasonably satisfactory to Lender; and (viii) the results of Tax, together judgment and Lxxx searches on Borrower obtained by and reasonably satisfactory to Lender, as of a recent date. (b) Borrower shall have provided any form reasonably requested by Lender necessary to comply with Regulation U or X, or any other provisions of the related Mortgage Loan Schedule;regulations of the FRB. (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date Lender shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller have completed its due diligence review with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, Borrower and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption Investment Adviser and Recognition Agreementis satisfied, in its sole and absolute discretion, with the form result of Exhibit 2.05 heretoits due diligence review, including its due diligence review of Bxxxxxxx’s Investment Policies. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitments as of the Agreement Date are subject to the prior fulfillment of each of the following conditionsconditions at the closing of this Agreement: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsLender Group: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Fixed Asset Note and Current Asset Note to the Custodial Agreementorder of each Lender requesting a promissory note in the amount of such Lender's Revolving Commitment Ratio of the Fixed Asset Commitment and the Current Asset Commitment, in four counterpartsas applicable; (iii) an Officers' CertificateThe duly executed Canadian Pledge Agreement and the duly executed European Pledge Agreement, together in each case with any instruments or documents relating thereto that are reasonably required to establish the first priority, perfected security interest of the Administrative Agent in the form of Exhibit 9 hereto, including all attachments theretoCollateral pledged thereunder; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped The Security Agreement duly executed by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Lettereach Borrower Party, together with the Uniform Commercial Code financing statements related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested The Fixed Asset Security Agreement duly executed by the Seller each Borrower Party, together with respect to a specific sale of Mortgage Loans)Uniform Commercial Code financing statements related thereto; (vi) The Airplane Security Agreement duly executed by the related Mortgage Loan ScheduleBorrower; (vii) The Fee Letter duly executed by the Borrower; (viii) Duly executed Blocked Account Agreements; (ix) Duly executed Negative Pledge Agreement; (x) The legal opinions of (A) Milbank, one Tweed, Xxxxxx & XxXxxx, LLP, counsel to the Borrower Parties, (B) Xxxxxxxx X. Xxxxxxx, in-house counsel to the Borrower Parties, (C) Colby, Monet, local Canadian counsel to Xxxxxx & Xxxxx International, Inc. and Xxxxxx & Xxxxx Limited Canada, (D) Xxxxxxxx Chance, local Dutch counsel to Xxxxx Europe, Inc. and Xxxxxx & Xxxxx Europe, Inc., and (E) Xxxxxxxx, Xxxx & Calabria, local Puerto Rican counsel to Xxxxxx & Xxxxx Caribe Inc., in each case addressed to the Lender Group, together with copies of any legal opinions upon which any of the foregoing rely; (xi) A duly executed Borrowing Base Certificate dated as of the Agreement Date, setting forth a calculation of Total Availability as of May 25, 2003; (xii) With respect to each Borrower Party, a loan certificate signed by an Authorized Signatory of such Borrower Party in substantially the form of Exhibit S, including a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments which shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be attached true, complete and correct by the Secretary of State for the State of such Borrower Party's organization, (B) a true, complete and correct copy of the by-laws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from each counterpart jurisdiction in which such Borrower Party is qualified or authorized to do business, except to the extent failure to be qualified or authorized to do business, or to be in good standing, could not reasonably be expected to have a Materially Adverse Effect; (xiii) Copies of certificates of insurance and loss payable endorsements with respect to the Borrower Parties, and other evidences of insurance meeting the requirements of Section 6.5; (xiv) Copies of any pay-off letters, termination statements, canceled mortgages and the like required by the Administrative Agent in connection with the removal of any Liens (other than Permitted Liens) against the assets of the Borrower Parties, including, without limitation, evidence that all obligations of the Borrower and the Special Purpose Subsidiary in respect of the Securitization Facility have been terminated; (xv) Lien search results with respect to the Borrower Parties from all appropriate jurisdictions and filing offices (including, with respect to the Airplane, the offices of the Federal Aviation Administration); (xvi) Evidence that the Liens granted pursuant to the Security Documents will be first priority perfected Liens on the Collateral (subject only to Permitted Liens); (xvii) No change in the business assets, management, operations, financial condition or prospects of the Borrower Parties shall have occurred since May 21, 2003, the date of the comfort letter related to the Borrower's financial statements for the fiscal year ended December 29, 2002, and the fiscal quarter ended March 30, 2003, delivered by the Borrower's certified public accountants, which change is reasonably likely to have a Materially Adverse Effect; and (xviii) Payment of all fees and expenses payable to the Administrative Agent, the Affiliates of the Administrative Agent, and each other member of the Lender Group in connection with the execution and delivery of this Agreement, including, without limitation, fees and expenses of counsel to each counterpart of the related Custodial Agreement; and (vii) an AssignmentAdministrative Agent, Assumption to the extent invoices for such fees and Recognition Agreement, in expenses have been delivered to the form of Exhibit 2.05 heretoBorrower. (db) All other terms and conditions of this Agreement The Administrative Agent shall have received confirmation that the original Uniform Commercial Code financing statements naming the respective Borrower Parties as debtor and the Purchase Price and Terms Letter shall Administrative Agent as secured party have been complied with. Subject duly filed in all appropriate jurisdictions, in such form as shall be satisfactory to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.Administrative Agent;

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Twenty-One Thousand Two Hundred Thirty and No/100 Dollars ($221,230.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Xxxxxxx Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(i), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Purchaser, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Ground Lessor Consent, however, Purchaser shall be subject solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the Ground Lessor Consent, if any. Purchaser and Seller shall execute and deliver at Closing, an assignment and assumption of lease agreement and any other documents required in connection with the assignment and assumption of the Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form and content reasonably satisfactory to Purchaser and Seller (the “Ground Lease Assignment Documents”). In the event that Purchaser or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Purchaser or Seller shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. Purchaser shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a)(ii), in no event shall Purchaser have any liability for its failure to obtain such consent. (iii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Xxxxxx Creek, DST, Mission Battleground Park, DST, Mission Brentwood, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Xxxxxxx Xxxx, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(iii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiv) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (v) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue a leasehold owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State and otherwise in accordance with Section 4, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (vi) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the Xxxxxxx Money shall be returned to Purchaser. (vii) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Xxxxxxx Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with (iv) Ground Lessor shall have granted the Ground Lessor Consent and Purchaser and Seller shall have executed the Ground Lease Assignment Documents pursuant to the terms of Section 8(a)(ii) above, and (v) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(iii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arranger Banks and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) a loan certificate of the Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of Exhibit N attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of organization of the Borrower, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company agreement, if any, of the Borrower, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of the Borrower, authorizing the Borrower with respect to the borrowings hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each state in which the Borrower is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of the Borrower; (v) a loan certificate of Holdings, including a certificate of incumbency with respect to the signature of each Authorized Signatory of Holdings, which loan certificate shall be in substantially the form of Exhibit O attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of organization of Holdings, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company agreement, if any, of Holdings, (C) a copy of the resolutions of the board of directors, or other appropriate entity, authorizing Holdings with respect to the execution, delivery and performance by Holdings of the Loan Documents to which it is a party, and (D) certificates of existence for Holdings issued by the Secretary of State or similar state official for the State of Delaware and for each state in which Holdings is, or is required to be, qualified to do business; (vi) a loan certificate of each Subsidiary Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of Exhibit P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor’s organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor’s organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (vii) the duly executed Fee Letters; (viii) the duly executed Subordination of Intercompany Obligations Agreement; (ix) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (x) opinions of counsel to the Borrower and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arranger Banks and their counsel; (xi) a copy of the corporate organizational chart of the Borrower Parties and the Unrestricted Subsidiaries; (xii) a copy of the unaudited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group for the quarter ended March 31, 2004; (xiii) copies of insurance binders or certificates covering the assets of the Rainbow Companies, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; (xiv) a duly executed Request for Advance for the initial Advance of the Loans; (xv) evidence that the Borrower shall have obtained updated debt ratings from both Xxxxx’x and S&P with respect to the Loans; (xvi) evidence that the outstanding Obligations (as defined in the RMH Loan Agreement) under the RMH Loan Agreement and the other Loan Documents (as defined in the RMH Loan Agreement) shall have been repaid in full and the Liens securing such Obligations have been released; and (xvii) evidence that all steps necessary to effect the following ownership structure have been completed: RME shall directly own 100% of Holdings; Holdings shall directly own 100% of the Borrower; and the Borrower shall own (directly or indirectly) 100% of all of the Voting Stock of the Subsidiary Guarantors. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower Parties under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrower so stating. (c) The closing documents for No Default or Event of Default shall exist, both before and after giving effect to the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals application of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form proceeds of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreementinitial Advance, and to each counterpart the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBorrower so stating. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter No litigation shall have been complied with. Subject commenced against any of the Borrower Parties since the filing by RME of its Form 10 with the SEC on May 11, 2004, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect (other than any such litigation identified on Schedule 5.1(l)). (e) There shall have been no material adverse change in the foregoing conditionsbusiness, Purchaser assets or financial condition of the Rainbow Group, taken as a whole, from that reflected in the audited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group for the year ended December 31, 2003. (f) The Arranger Banks shall pay have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to Seller them and their counsel. (g) The Credit Parties shall have received payment of all fees and expenses due and payable on each Funding the Agreement Date in respect of the applicable Purchase Price as provided hereintransactions contemplated hereby.

Conditions Precedent to Closing. Each purchase The Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Mortgage Loans Credit, or otherwise extend credit to the Borrowers hereunder shall be subject to each of on the Closing Date, until the following conditions:conditions have been satisfied (or waived): (a) All Revolving Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Revolving Note at least two (2) Business Days prior to the Closing Date. This Agreement, the Intercreditor Agreement, the Security Agreement and any Mortgages, Mortgage amendments and reaffirmation agreements required on the Closing Date shall have been duly executed and delivered to the Agent by each of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideLoan Parties signatory thereto; (b) On or before the each Funding Date, the Seller The Agent shall submit have received an executed assignment of Mortgage from Existing Term Agent with respect to the Purchaser fully executed originals New York Real Property in favor of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleAgent; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date Agent shall consist of fully executed originals of the following documents: have received (i) customary UCC lien searches with respect to the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; Parties, (ii) this Agreementall UCC-1 financing statements in favor of Agent with respect to the Loan Parties, as originally executed (subject to amendments), in four counterparts; and (iii) subject to the Custodial Intercreditor Agreement, as originally all certificated Equity Interests and promissory notes that constitute Collateral and are required to be delivered on the Closing Date accompanied by undated stock powers or other instruments of transfer executed (subject to amendments)in blank, in four counterpartsform and substance acceptable to Agent; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms The Agent shall have received evidence, in form and conditions substance reasonably satisfactory to the Agent, that the transactions contemplated by the Term Loan Documents have been consummated, together with an executed copy of this the Term Loan Credit Agreement and the Purchase Price other material Term Loan Documents, in form and Terms Letter substance acceptable to the Agent; (e) The Aircraft Security Agreement shall have been complied with. Subject duly executed and delivered to the foregoing conditionsAgent by each of the Loan Parties signatory thereto in proper form for recording; ▪ (f) Concurrently with the advances of the Closing Date Loans under this Agreement, Purchaser the Borrowers shall pay to Seller on each Funding Date have received gross cash proceeds of at least $55,000,000 from the applicable Purchase Price as provided herein.Indebtedness issued under the Term Loan Documents;

Conditions Precedent to Closing. Each purchase The closing hereunder of Mortgage Loans hereunder shall be this Agreement is subject to the conditions precedent that (i) each of the following conditions: conditions precedent to the execution, delivery and effectiveness of each other Facility Document (aother than a condition precedent in any such other Facility Document relating to the effectiveness of this Agreement) All of the representations and warranties of the Seller under the PHH Guideshall have been fulfilled, and of (ii) on or prior to the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Closing Date, the Seller shall submit have delivered to the Purchaser fully executed originals Buyer each of the following documents:items specified below in form and substance satisfactory to the Buyer and the Facility Agent. (ia) Counterparts of this Agreement, in four counterparts;Agreement executed on behalf of the Seller. (iib) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form Officer’s Certificates as to solvency duly executed by Responsible Officers of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;. (c) The closing All documents for and information necessary to complete the Mortgage Loans Exhibit and Schedule to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed including the current Loan List (subject to amendmentsSchedule I hereto), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All Certificates of the Secretary or Assistant Secretary or other terms Responsible Officer of the Seller, each dated as of the date of this Agreement, certifying (i) the names and conditions true signatures of the incumbent officers of the Seller authorized to sign this Agreement and the Purchase Price other documents to be delivered by it hereunder (on which certificate the Buyer, the Collateral Agent, the Custodian, the Facility Agent and Terms Letter the Lenders may conclusively rely), (ii) that the copy of the certificate of formation of the Seller attached thereto is a complete and correct copy and that such certificate of formation has not been further amended, modified or supplemented and is in full force and effect, (iii) that the copy of the limited liability company agreement of the Seller attached thereto is a complete and correct copy and that such limited liability company agreement has not been further amended, modified or supplemented and is in full force and effect, and (iv) the resolutions of the Seller’s manager prior to its Conversion, if any, or board of directors after its Conversion, if any, approving and authorizing the execution, delivery and performance by the Seller of the transactions contemplated by this Agreement and of the documents entered into by the Seller related thereto. (e) All limited liability company and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall have been complied with. Subject be satisfactory in form and substance to the foregoing conditionsBuyer and the Facility Agent. (f) A good standing certificate for the Seller issued by the Secretary of State of Delaware dated as of a date no more than ten (10) days prior to the Closing Date. (g) Opinions of Dechert LLP, Purchaser shall pay counsel to the Seller, in form and substance satisfactory to the Buyer and the Facility Agent. (h) Filed UCC-1 financing statements naming the Seller, as debtor, and the Buyer, as secured party, and a filed UCC-3 financing statement naming the Collateral Agent, on behalf of the Secured Parties, as assignee, for the benefit of the Secured Parties, describing the Collateral and meeting the requirements of the laws of each jurisdiction in which it is necessary or reasonably desirable, or in which the Seller on each Funding Date is required by Applicable Law, and in such manner as is necessary or reasonably desirable, to perfect the applicable Purchase Price as provided hereinconveyance of the Collateral to the Buyer.

Conditions Precedent to Closing. Each purchase The closing hereunder of Mortgage Loans hereunder this Agreement is subject to the conditions precedent that each of the conditions precedent to the execution, delivery and effectiveness of each other Loan Document (other than a condition precedent in any such other Loan Document relating to the effectiveness of this Agreement) shall have been fulfilled on or prior to the date hereof, that all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be subject satisfactory in form and substance to each of the following conditionsBuyer and the Administrative Agent, and that the Seller shall have delivered to the Buyer each of the items specified below in form and substance satisfactory to the Buyer: (a) All Counterparts of this Agreement executed on behalf of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;Seller. (b) On or before the each Funding Date, A good standing certificate for the Seller shall submit issued by the Secretary of State of Maryland dated as of a date no more than ten (10) days prior to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Warehouse Closing Date. (c) The closing documents Draft UCC-1 financing statement to be filed on the Warehouse Closing Date naming the Seller, as debtor, the Buyer, as assignor secured party and the Collateral Agent, as assignee secured party for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals benefit of the following documents: (i) secured parties, describing the related Purchase Price Collateral and Terms Letter together with meeting the related Mortgage Loan Schedule; (ii) this Agreementrequirements of the laws of each jurisdiction in which it is necessary or reasonably desirable, as originally executed (subject to amendments), or in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to which the Seller (to the extent requested is required by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreementapplicable law, and in such manner as is necessary or reasonably desirable, to each counterpart of perfect the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoback-up security interest granted under Section 2.01(j). (d) All Officer’s certificate as to solvency duly executed by an Authorized Officer of the Seller. (e) Certificate from an Authorized Officer of the Seller, dated as of the Warehouse Closing Date, certifying as to and attaching (i) its Constituent Documents, (ii) its resolutions or other terms and conditions action of its general partner approving, among other things, this Agreement and the Purchase Price transactions contemplated hereby, (iii) the incumbency and Terms Letter shall specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other documents to be delivered by it hereunder (on which certificate the Buyer may conclusively rely) and (iv) a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified would reasonably be expected to have been complied with. Subject a Material Adverse Effect. (f) Opinions of Dechert LLP, counsel to the foregoing conditionsSeller, Purchaser shall pay in form and substance satisfactory to the Buyer and the Administrative Agent. (g) Draft UCC-1 financing statement to be filed on the Warehouse Closing Date naming the Seller on as debtor, the Buyer, as assignor secured party, and the Collateral Agent, as assignee secured party, for the benefit of the Secured Parties, describing the Collateral and meeting the requirements of the laws of each Funding Date jurisdiction in which it is necessary or reasonably desirable, or in which the Seller is required by applicable Purchase Price law, and in such manner as provided hereinis necessary or reasonably desirable, to perfect the back-up security interest granted under Section 2.01(j).

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans Lender to accept the Note and make advances pursuant to the Loan hereunder shall be on the Closing Date is subject to each the condition precedent that Lender shall have received, on or before the Closing Date, all of the following conditionsin form and substance satisfactory to Lender: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideThe Note; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this The Security Agreement, in four counterparts; (ii) the Custodial AgreementTrademark Security Agreement and all other Loan Documents, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel on forms acceptable to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleLender; (c) The closing documents Lender shall have received and approved executed copies of any Real Property Leases of real property used by Borrowers in connection with their business; (d) Certified resolutions of each Borrower, authorizing the execution and delivery of the Note, and the execution and delivery of this Loan Agreement and the other Loan Documents, and a certificate of good standing for each Borrower, from the Mortgage Loans state of its organization, together with a copy of its organizational documents; (e) A certificate from an insurance broker, satisfactory to Lender, setting forth the information concerning insurance which is required by Section 5.03 of this Loan Agreement; (f) Executed ACH debit authorization forms; (g) A certificate of the Secretary or other officer or manager of each Borrower, dated the date hereof, as to the incumbency and signature of the officers executing each of the Loan Documents and any other document to be purchased on each Funding Date shall consist delivered pursuant to any of fully executed originals such documents, together with evidence of the following documents:incumbency of such Secretary or other officer or manager; (h) A certificate of each Borrower signed by its president, chief executive officer or chief financial officer (in such officer’s capacity as an officer of such Borrower and not in his or her personal capacity) stating that to the best of his knowledge after diligent investigation: (a) as of the date hereof and giving effect to any Loan, no Default or Event of Default exists hereunder; and (b) all of such Borrower’s representations and warranties contained in this Agreement and the other Loan Documents are presently true and correct in all material respects. (i) the related Purchase Price Copies of all consents, licenses, and Terms Letter together approvals required in connection with the related Mortgage execution, delivery, performance, validity, and enforceability of this Agreement, the Note and other Loan Schedule;Documents, and such consents, licenses, and approvals shall be in full force and effect and be reasonably satisfactory in form and substance to Lender and its counsel. (j) Copies, in form and substance reasonably satisfactory to Lender, of written or other advice relating to such corporate status, financing statement, tax lien, judgment, and other searches as Lender may reasonably require. (i) A copy of the certificate of incorporation or organization of each Borrower, certified by the Secretary of State of the state of its organization; (ii) this Agreementa certificate of such Secretary of State, dated as of a recent date, as originally executed to the good standing (subject to amendments), or the equivalent) of each Borrower and attaching the charter documents of each Borrower on file in four counterparts; the office of such Secretary of State; and (iii) a certificate of the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in Secretary dated the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller Closing Date and certifying with respect to each Borrower (A) that attached thereto is a specific sale true and complete copy of Mortgage Loans);the By-laws or Operating Agreement of each Borrower, as in effect on the date of such certification, and (B) that the certificate of incorporation or organization of each Borrower has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above. (vil) Borrowers shall have paid all of the related Mortgage Loan Schedule, one copy to be attached to each counterpart fees and expenses of Lender and Lender’s counsel which are occasioned in connection with the preparation of this Agreement, and to each counterpart all other Loan Documents and the closing of the related Custodial Agreementtransactions contemplated hereby and thereby. (m) Borrowers shall deliver a payoff letter from First Republic Bank to Lender; (n) Eastside shall have delivered to Lender the Warrant, duly executed and delivered by Eastside; (o) Warehouse lien waivers with respect to warehouse facilities where any of Borrowers’ Eligible Inventory is located, in form acceptable to Lender; (p) An opinion letter from counsel to the Borrowers covering such items as reasonably requested by Lender and its counsel; (q) A completed Borrowing Base Certificate, in form acceptable to Lender; and (viir) an Assignment, Assumption Such other information and Recognition Agreement, documentation as Lender shall deem to be necessary or desirable in connection with the form funding of Exhibit 2.05 heretothe Loan. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall the Lender under this Agreement required to be fulfilled on or before the Closing Date is subject to its receipt, on or before the Closing Date, of each of the following conditionsfollowing, each (unless otherwise expressly stated) in form and substance satisfactory to the Lender: (a) All this Agreement; properly executed on behalf of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideBorrower; (b) On or before the each Funding DateNote, the Seller shall submit to the Purchaser fully properly executed originals on behalf of the following documents: (i) this Agreement, in four counterpartsBorrower; (iic) the Assignment of Obligations, property executed by each of the Original Borrower and the Borrower; (d) the fully executed Fee Letter; (e) the Performance Guaranty, properly executed on behalf of Brooke Corporation for the benefit of the Lender; (f) the Custodial Agreement, in four counterpartsproperly executed on behalf of the Custodian, the Borrower and the Lender; (iiig) an Officers' Certificatethe Purchase and Sale Agreement, in properly executed on behalf of BWF and the form of Exhibit 9 hereto, including all attachments theretoSeller; (ivh) an Opinion the Participation Agreement, properly executed on behalf of Counsel the Borrower and BWF; (i) the Collateral Assignment of Participation Agreement; properly executed on behalf of the Borrower, BWF and the Lender; (j) the Servicing Agreement, properly executed on behalf of the Lender, the Borrower, BWF, the Subservicer and the Servicer; (k) the Backup Servicing Agreement, properly executed by the Borrower, the Servicer, BWF, the Lender and the Backup Servicer; (l) the Collection Account Agreement, properly executed by BWF, the Collection Account Bank and the Lender and the account number assigned by the Collection Account Bank to the Collection Account pursuant to such Collection Account Agreement; (m) financing statements sufficient when filed (in the judgment of the Lender) to perfect the Security Interest granted to the Lender hereunder; (n) current searches of appropriate filing offices showing that no state or federal tax liens have been filed and remain in effect against the Borrower, BWF, or the Seller, and that no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, BWF, or the Seller with respect to any Collateral, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 8.1; (o) a certified copy of the resolutions of the board of directors of each Brooke Party, the Servicer and the Backup Servicer evidencing approval of all Transaction Documents and the other matters contemplated hereby; (p) copies of the organizational documents of the Borrower certified by the Secretary or Assistant Secretary of the Borrower as being true and correct copies thereof; (q) a certificate of good standing with respect to each Brooke Party, the Servicer and the Backup Servicer dated not more than thirty (30) days prior to the date hereof, and evidence satisfactory to the Lender that such Brooke Party, the Servicer and the Backup Servicer are qualified to conduct its business in each state where it presently conducts such business if failure to obtain any such qualification or licensing could have a Material Adverse Effect; (r) a certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and the Backup Servicer, which shall certify the names of the officers of the relevant Person authorized to sign the Transaction Documents and the other documents or certificates to be delivered pursuant to this Agreement, including requests for Advances, together with the true signatures of such officers. The Lender may conclusively rely upon such certificates until they shall receive a further certificate of the Secretary or an Assistant Secretary of each Brooke Party, the Servicer and the Backup Servicer (as the case may be) canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate; (s) payment of all fees owed as of the Closing Date to the Lender under this Agreement, the Fee Letter, or otherwise; (t) audited financial statements for the period ended December 31, 2006, for Brooke Corporation and unaudited pro forma financial statements for the period ended December 31, 2006, for Seller; (u) a signed copy of one or more opinions of counsel for the Borrower, including a substantive non-consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (v) a certificate signed copy of one or other evidence more opinions of merger or change of namecounsel for BWF, signed or stamped by in its capacity as Purchaser under the applicable regulatory authorityPurchase and Sale Agreement, if anyincluding a true sale opinion, which states that a substantive non-consolidation opinion, a perfection opinion, tax opinion, standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Mortgage Loans were acquired by Lender and addressed to the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicableLender; (viw) a signed copy of one or more opinions of counsel for the related Purchase Price Custodian and Terms Letterthe Servicer including standard corporate, authority and enforceability opinions, all in form and substance satisfactory to the Lender and addressed to the Lender; (x) a Borrowing Base Certificate as of a date not more than one (1) Business Day prior to the Closing Date, together with evidence satisfactory to the related Mortgage Loan ScheduleLender of delivery to the Custodian of Custodian File for all Eligible Loans therein described, and of compliance with the Borrowing Base; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (iy) the related Purchase Price and Terms Letter together with account number assigned by the related Mortgage Loan ScheduleCollection Account Bank to the Collection Account pursuant to the Collection Account Agreement; (iiz) this each Trust Account Intercreditor Agreement, as originally amended, properly executed (subject to amendments), in four counterparts; (iii) by each of the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments parties thereto; (vaa) an Opinion all powers of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)attorney that are required under this Agreement; (vibb) evidence satisfactory to the related Mortgage Loan ScheduleLender that all waivers, one copy consents, approvals and authorizations required for the Borrower, BWF, the Seller and the Servicer to be attached to each counterpart of this Agreementexecute, deliver, and to each counterpart of perform its obligations under the related Custodial AgreementTransaction Documents have been obtained; and (viicc) an Assignment, Assumption and Recognition Agreement, in such other documents as the form of Exhibit 2.05 heretoLender may reasonably request. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans the each Bank to make its Loan hereunder shall be is subject to each satisfaction of the following conditionsconditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Banks. (i) an executed copy of this Agreement and, if the circumstances described in Section 5.4 exist at the Closing Date, an executed copy of the Subsidiary Guaranty executed by each Subsidiary that is required to become a Subsidiary Guarantor in accordance with such Section; (ii) a certificate signed by any Authorized Officer of the Company (in his or her capacity as such) certifying that the conditions specified in Sections 9(b), (c) and (d) have been satisfied on and as of the Closing Date; (iii) a certificate signed by the chief financial officer or treasurer of the Company certifying that the Pro Forma Financial Statements of the Company delivered pursuant to clause (D) of paragraph (ix) below and the forecasts delivered pursuant to clause (x) below were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed by the Company to be reasonable (it being recognized that actual results may differ from projections and that such differences may be material); (iv) copies of the Certificate or Articles of Incorporation or Formation of each Loan Party, together with all amendments thereto, certified by any Authorized Officer or the Secretary or Assistant Secretary of such Loan Party, and a certificate of good standing, certified on or within ten days prior to the Closing Date by the Secretary of State of the jurisdiction of organization of such Loan Party; (v) copies, certified by any Authorized Officer or the Secretary or Assistant Secretary of each Loan Party, of its By-Laws, Operating Agreement or Partnership Agreement and its Board of Directors’ Resolutions or comparable documents, authorizing the execution, delivery and performance of the Loan Documents to which it is a party; (vi) an incumbency certificate, executed by any Authorized Officer or the Secretary or Assistant Secretary of each Loan Party, which shall identify by name and title and bear the signature of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of the Company, to sign any other documents, reports and notices in connection with this Agreement and to make borrowings hereunder (on which the Banks shall be entitled to rely until informed of any change in writing by the Company); (vii) a written opinion of the Company’s counsel, Xxxxx Day, addressed to the Administrative Agent and the Banks, in the form of Exhibit D and written opinions of counsel to each of the Subsidiary Guarantors, if any (which may exclude local counsel for Subsidiary Guarantors not organized under the laws of California, Delaware, Georgia, Illinois or Missouri to the extent that such excluded Subsidiary Guarantors do not represent more than 10% in aggregate of the Company’s consolidated total assets, Profit Before Taxes and Extraordinary Items or net income), in form and substance reasonably satisfactory to the Administrative Agent; (viii) Notes for those Banks that have requested Notes at least two Business Days prior to the Closing Date; (A) the consolidated balance sheet of (x) the Company and (y) the Acquired Company, in each case, as of the end of each of the last three fiscal years ended at least 90 days prior to the Closing Date, and related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by a report thereon of PricewaterhouseCoopers (in the case of the Acquired Company) and KPMG (in the case of the Company) (or in each case another auditor reasonably acceptable to the Arranger); (B) an unaudited balance sheet and related statements of operations and cash flows of (x) the Company and (y) the Acquired Company, in each case, for each fiscal quarter ended at least 45 days prior to the Closing Date (other than the fourth fiscal quarter of any fiscal year) and for the elapsed period of the then-current fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”); (C) any additional audited and unaudited financial statements for all completed or probable acquisitions by (x) the Company and (y) the Acquired Company, in each case, that would be required to be filed in a Form 8-K if the Company or the Acquired Company, as applicable, were a reporting company under the Securities Exchange Act of 1934; and (D) a pro forma balance sheet and related statement of operations of the Company for its fiscal year ending May 2012 and for its latest four-quarter period ending with the latest fiscal quarter covered by the Quarterly Financial Statements, in each case after giving effect to the Transaction (the “Pro Forma Financial Statements”), promptly after the historical financial statements for such periods are available, all of which financial statements shall meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the Securities and Exchange Commission promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1 (except to the extent that pro forma financials for a four-quarter period rather than the elapsed portion of a fiscal year are not the formulation required under Regulation S-X); and (x) forecasts prepared by management of the Company of balance sheets, income statements and cash flow statements for each year, commencing with the Company’s first fiscal year that will end following the Closing Date, for the term of this Agreement. (b) Since September 30, 2011, except (x) as disclosed in (i) the Acquired Company’s annual report on Form 10-K for its fiscal year ended September 30, 2011, (ii) the Acquired Company’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2011, March 31, 2012 or June 30, 2012, (iii) each of the Acquired Company’s current reports on Form 8-K filed with or furnished to the SEC since the date of the filing of the Acquired Company’s quarterly report for the quarterly period ended June 30, 2012 and prior to the date hereof or (iv) the Acquired Company’s proxy statement relating to its 2012 annual meeting of shareholders or (y) as set forth in the Company Disclosure Schedule referenced in the Acquisition Agreement, there shall not have been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, an Acquired Company Material Adverse Effect. (c) The Acquisition shall have been or shall be, contemporaneously with the making of the Loans, consummated in accordance with the terms of the Acquisition Agreement (including the exhibits and schedules thereto), without giving effect to any amendments, modifications, supplements, waivers or consents by the Company thereto that are materially adverse to the interests of the Banks not approved by the Arranger. It is understood and agreed that any change in the purchase price shall be deemed to be materially adverse to the interest of the Banks. (d) The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects. (e) All fees due from the Company to the Administrative Agent, the Arranger and the Banks pursuant to the Fee Letter shall have been or substantially concurrently shall be paid, and expenses to be paid or reimbursed by the Company to the Administrative Agent and the Arranger that have been invoiced at least three Business Days prior to the Closing Date shall have been paid (or substantially concurrently with the funding of the Loans be paid). (f) The Company shall have (i) prepared one or more preliminary prospectuses, prospectus supplements, offering memoranda or private placement memoranda (in customary form but in any event including all financial statements and other information that would be required in a registration statement on Form S-1 for an offering registered under the Securities Act, including pro forma financial information and the financial statements required pursuant to clause (D) of clause (a)(ix) above) relating to the Senior Notes, and thereafter prepared supplements to or final versions of such prospectuses, offering memoranda or private placement memoranda (collectively, the “Offering Document”), (iii) used commercially reasonable efforts to cause the independent registered public accountants of the Company and the Acquired Company to render customary “comfort letters” (including customary “negative assurance” comfort) with respect to the financial information in the Offering Document, (iv) caused the senior management and other representatives of the Company and, consistent with its obligations under the Acquisition Agreement, the Acquired Business to provide access in connection with due diligence investigations. (g) To the extent requested in writing (including by email) at least eight Business Days prior to the Closing Date by the Administrative Agent, the Company shall have delivered the documentation and other information with respect to the Company to the Administrative Agent that is required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, prior to the Closing Date. The Borrowing Notice submitted by the Company and the acceptance by the Company of the proceeds of any Loans shall each be deemed to be a representation and warranty that the representations and warranties of the Seller under the PHH Guide, Company contained in Section 4 are true and correct on and as of the Sellers Closing Date, except that to the extent that such representations and Purchaser under this Agreement warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; provided that, for the related Funding Dateavoidance of doubt (but subject to Section 9(d) above), the accuracy of such representations and no event warranties is not a condition precedent to the obligation of the Banks to make the Loans hereunder. Without limiting the generality of the provisions of the last paragraph of Section 11.3, for purposes of determining compliance with the conditions specified in this Section 9, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Administrative Agent shall have occurred which, with received notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit from such Bank prior to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments proposed Closing Date specifying its objection thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.16 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary 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 applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Fxxxx & Lxxxxxx, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) Bxxxxxx X. Xxxx, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement The Agent shall have received evidence that all amounts outstanding under the AER Facilities, the Existing Facility and the Purchase Price and Terms Letter WPL Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder This Agreement shall be subject to become effective on the date that each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event conditions shall have occurred which, with notice been satisfied or waived by the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsLender: (i) receipt by the Lender of: (A) executed counterparts of this Agreement, sufficient in four counterpartsnumber for distribution to the Lender and the Borrower; Xxxx'x Companies, Inc. January 3, 2020 (B) if requested by the Lender, a promissory note as contemplated in Paragraph 1(d) above; (C) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents (D) such documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so is not reasonably likely to have a Material Adverse Effect; (E) a favorable opinion of counsel to the Borrower, addressed to the Lender; (F) a certificate of a Responsible Officer either (1) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by and the validity against the Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required; (G) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in clauses (ii) and (iii) of the section below entitled “Conditions Precedent to Borrowing, Conversion or Continuation” have been satisfied as of the Closing Date (regardless of whether any funding occurs on the Closing Date); and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (1) upon the reasonable request of the Lender made at least ten days prior to the Closing Date, the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Act, in each case at least five days prior to the Closing Date; and (2) at least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall deliver a Beneficial Ownership Certification; and (I) such other assurances, certificates, documents, consents or opinions as the Lender may reasonably require. Lowe's Companies, Inc. January 3, 2020 (ii) Any and all fees required to be paid on or before the Custodial Agreement, in four counterparts;Closing Date shall have been paid. (iii) an Officers' CertificateUnless waived by the Lender, in the form Borrower shall have paid all fees, charges and disbursements of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel counsel to the Seller; Lender (v) a certificate or other evidence of merger or change of name, signed or stamped directly to such counsel if requested by the applicable regulatory authority, if any, which states that 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; (viLender) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested invoiced prior to or on the Closing Date or reflected on a settlement statement or funds flow statement approved by the Seller with respect to a specific sale Borrower, plus such additional amounts of Mortgage Loans); (vi) the related Mortgage Loan Schedulesuch fees, one copy charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be attached to each counterpart incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of this Agreement, and to each counterpart of accounts between the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement Borrower and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinLender).

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantor (collectively, the “Authorization of the Grantor”) have been obtained, as granting entity of the Aeroriente Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Seller undertakes to make its best commercially reasonable efforts in order for Purchaser to obtain such approval and for Seller to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Aeroriente Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Aeroriente and the Creditors (as said term is defined in such agreement) dated May 13, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Airplan Share Purchase Agreements and (B) Aeroriente Share Purchase Agreements, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Aeroriente shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Aeroriente shares in favor of Purchaser or (2) all owners of Aeroriente shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Aeroriente in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Seller undertakes to adopt all necessary measures within the scope of its rights as shareholder of Aeroriente, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantor of the Aeroriente Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Aeroriente Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each (a) Buyer’s obligations under this Agreement are expressly conditioned upon completion or satisfaction of the following conditionsmatters on or prior to the Closing Date: (ai) All Seller shall have deposited with the Escrow Agent all documents required of the Seller to be delivered into Escrow hereunder; and (ii) The representations and warranties of the Seller under the PHH Guide, and contained in Section 8(a) of the Sellers and Purchaser under this Agreement shall be true and correct in all material respects as of the related Funding Closing Date, subject to Section 8(c), (d), (e) and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;(f) above. (b) On or before Seller’s obligations to perform hereunder are expressly contingent and conditional upon the each Funding Date, the Seller shall submit to the Purchaser fully executed originals satisfaction of the following documentsfollowing: (i) this Agreement, in four counterparts;Buyer shall have deposited or have caused to be deposited with the Escrow Agent all documents and funds required of Buyer to be deposited into Escrow or paid hereunder; and (ii) The representations and warranties of Buyer contained in Section 8(b) of this Agreement shall be true and correct in all material respects as of the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Closing Date. (c) The closing documents parties acknowledge that the conditions precedent set forth in subsection (a) above are for the Mortgage Loans benefit of Buyer and that the conditions precedent set forth in subsection (b) above are for the benefit of Seller. Unless otherwise specifically set forth herein, the date by which the conditions precedent must be satisfied shall be the Closing Date. If any of the conditions precedent set forth in subsection (a) or subsection (b) above are not satisfied on or before the date by which they are required to be purchased on each Funding Date satisfied, the party for whose benefit the condition precedent exists shall consist have the right to terminate this Agreement by written notice of fully executed originals termination given to the other party within ten (10) days after the date by which the condition must be satisfied. If such notice of termination is given, Escrow Agent shall return all documents and funds previously deposited into escrow shall be returned to the following documents: (iparty so depositing same, except if the events described in subsections 9(b)(i) and 9(b)(ii) are not satisfied, the related Purchase Price Deposit shall be transferred to Seller and Terms Letter together with neither party shall have any further liability to the related Mortgage Loan Schedule; (ii) this Agreementother hereunder, except as originally executed (subject otherwise provided herein. Notwithstanding the foregoing, a party for whose benefit the condition precedent exists shall have the right to amendments)waive satisfaction thereof, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of which event this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject proceed to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price Closing as otherwise provided herein. Unless notice of failure to satisfy conditions precedent is given as above provided, all conditions precedent shall be deemed satisfied.

Conditions Precedent to Closing. Each purchase The closing hereunder of Mortgage Loans hereunder shall be this Agreement is subject to the conditions precedent that (i) each of the following conditionsconditions precedent to the execution, delivery and effectiveness of each other Loan Document (other than a condition precedent in any such other Loan Document relating to the effectiveness of this Agreement) shall have been fulfilled and (ii) on or prior to the Closing Date, the Seller shall have delivered to the Buyer each of the items specified below in form and substance satisfactory to the Buyer: (a) All Counterparts of this Agreement executed on behalf of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;Seller. (b) On or before the each Funding Date, the Seller shall submit Officer’s certificate as to the Purchaser fully solvency duly executed originals by an Authorized Officer of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;. (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals Certificate from an Authorized Officer of the following documents: Seller, dated as of the date of this Agreement, certifying as to and attaching (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; its Constituent Documents, (ii) its resolutions or other action of its board of directors or members approving, among other things, this AgreementAgreement and the transactions contemplated hereby, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed incumbency and specimen signature of each of its Authorized Officers authorized to execute this Agreement and the other documents to be delivered by it hereunder (subject to amendments), in four counterparts; on which certificate the Buyer may conclusively rely) and (iv) an Officers' Certificate, a good standing certificate from its state or jurisdiction of incorporation or organization and any other state or jurisdiction in which it is qualified to do business in which the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy failure to be attached so qualified would reasonably be expected to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretohave a Material Adverse Effect. (d) All other terms corporate and conditions of legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer and the Purchase Price and Terms Letter shall have been complied with. Subject Facility Agent. (e) A good standing certificate for the Seller issued by the Secretary of State of Maryland dated as of a date no more than ten (10) days prior to the foregoing conditionsClosing Date. (f) Opinions of Dechert LLP, Purchaser shall pay counsel to the Seller, in form and substance satisfactory to the Buyer and the Facility Agent. (g) Draft UCC-1 financing statements to be filed on the Closing Date naming the Seller, as debtor, the Buyer, as assignor secured party, and the Collateral Agent, as assignee secured party, for the benefit of the Secured Parties, describing the Collateral and meeting the requirements of the laws of each jurisdiction in which it is necessary or reasonably desirable, or in which the Seller on each Funding Date is required by applicable law, and in such manner as is necessary or reasonably desirable, to perfect the applicable Purchase Price as provided hereinback-up security interest granted under Section 2.01(j).

Conditions Precedent to Closing. Each purchase The closing of Mortgage Loans hereunder shall be this Amendment is subject to each the satisfaction (or waiver) of the following conditions:conditions precedent (the date of such satisfaction being the “Fourth Amendment Closing Date”): (a) All the Administrative Agent’s receipt of executed counterparts of this Amendment, executed by a Responsible Officer of each of the representations Loan Parties, the Administrative Agent and warranties the requisite Lenders, each of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement which shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice originals or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guidetelecopies (followed promptly by originals); (b) On or before a certificate of the each Funding Loan Parties signed by a Responsible Officer of the Borrowing Agent, dated the Fourth Amendment Closing Date, certifying that (x) the Seller shall submit Loan Parties are in compliance with each of the covenants and conditions under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Purchaser fully executed originals of the following documents: Administrative Agent and (i) this Agreement, in four counterparts; (iiz) the Custodial Agreement, representations and warranties set forth in four counterparts; (iiiSection 6(d) an Officers' Certificate, in the form and Section 6(e) of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price this Amendment are true and Terms Letter, together with the related Mortgage Loan Schedule;correct as specified therein; and (c) The closing documents a Compliance Certificate of the Loan Parties signed by a Responsible Officer of the Borrowing Agent, dated the Fourth Amendment Closing Date demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrowers are in pro forma compliance with the financial covenants set forth in Section 9.16 of the Credit Agreement, based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, of the Existing Credit Agreement, after giving effect (on a pro forma basis) to the consummation of the Specified LSP Acquisition and any Indebtedness incurred in connection therewith; Without limiting the generality of the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement, for purposes of determining compliance with the Mortgage Loans conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be purchased on satisfied with, each Funding Date document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel have received notice from such Lender prior to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoproposed Fourth Amendment Closing Date specifying its objection thereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Fifty Nine Thousand Two Hundred Ninety and No/100 Dollars ($259,290.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Xxxxxxx Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Brentwood, DST, Mission Battleground Park, DST, Mission Xxxxxx Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Xxxxxxx Xxxx, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the Xxxxxxx Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Xxxxxxx Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject As a condition precedent to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH GuideClosing, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Company shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit delivered to the Purchaser fully executed originals of Bank the following documents: (ia) this AgreementThis Agreement and the Term Note, in four counterpartsduly executed by the Company; (iib) the Custodial AgreementThe Collateral Assignment, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped duly executed by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleCompany; (c) A fully executed copy of the Lending Agreement; (d) The closing Collateral Pledge Agreement, duly executed by the Company, together with the applicable Bank Stock, and Stock Powers (executed in blank); (e) The Guaranty, duly executed by the Guarantor, together with the applicable Collateral Pledge Agreement, the applicable Bank Stock, and Stock Powers (executed in blank); (f) Fully executed copies of all other documents required under this Agreement and any of the other documents executed in connection herewith, including, without limitation, the Collateral Assignment; (g) Certified copies of the Bylaws of the Company and Guarantor, and of each resolution of the Company's and Guarantor's respective Boards of Directors duly authorizing the execution and delivery of the applicable loan documents and the Company's and Guarantor's performance hereunder and thereunder; (h) Certificates of Good Standing, dated not more than thirty (30) days prior to the date of this Agreement, for the Mortgage Loans Company from the Kansas Secretary of State, and the Guarantor from the Nebraska Secretary of State, and, if specifically requested by Bank, from the Secretary of State for each other jurisdiction where the nature of Company's or Guarantor's respective businesses requires it to be purchased on each Funding Date shall consist of fully executed originals of the following documents:qualified as a foreign corporation; (i) An opinion of counsel for Company dated the related Purchase Price Closing Date, in form and Terms Letter together with substance satisfactory to Bank, substantially to the related Mortgage Loan Schedule; effect that W Company is a corporation duly organized and existing and in good standing under the laws of the State of Kansas; (ii) Company has adequate corporate power and authority to enter into and perform this Agreement and the Term Note; (iii) that this Agreement, the Term Note, the Collateral Assignment and the Collateral Pledge Agreement have been duly authorized, executed and delivered by Company and are legal, valid and binding instruments enforceable against the Company in accordance with their respective terms, except as originally executed (subject to amendments)may be limited by laws of receivership, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; insolvency and bankruptcy; (iv) an Officers' Certificatethat the Plan complies with all federal and state laws and regulations, in including, without limitation, the form of Exhibit 9 heretoCode and ERISA, as originally executed (subject to amendments), including all attachments thereto; and regulations promulgated thereunder; and (v) an Opinion the Plan is qualified under Section 401(a) of Counsel to the Seller (to Code, the extent requested by Trust is exempt from tax under Section 501(a) of the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this AgreementCode, and to each counterpart the consummation of the related Custodial Agreementtransactions under this Agreement and the Lending Agreement will not constitute a prohibited transaction; and (viij) an AssignmentAny other documents, Assumption instruments and Recognition Agreement, reports as Bank shall reasonably request. Company shall be solely responsible for all costs incurred by it and/or Bank in the form connection with satisfying any of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinrequirements.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantors (collectively, the “Authorizations of the Grantors”) have been obtained, as granting entities of the Airplan Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Seller undertakes to make its best commercially reasonable efforts in order for Purchaser to obtain such approval and for Seller to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Airplan Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Airplan and the Creditors (as said term is defined in such agreement) dated June 1, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Aeropuertos de Oriente Share Purchase Agreement and (B) Nexus Share Purchase Agreement in Respect of Airplan, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Airplan shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Airplan shares in favor of Purchaser or (2) all owners of Airplan shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Airplan in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Seller undertakes to adopt all necessary measures within the scope of its rights as shareholder of Airplan, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantors of the Airplan Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Airplan Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to the Agent. (a) All A duly executed counterpart of this Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originator and warranties of the Seller under the PHH GuideServicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Date, the Seller shall submit to the Purchaser fully executed originals form of Exhibit F of the following documents:secretary or assistant secretary of the Originator and the Servicer certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things. (i) this Agreementthe articles of incorporation of the Originator and the Servicer (certified by the State Corporation Commission or other similar official of its jurisdiction of incorporation or organization, in four counterpartsas applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement and the form of Exhibit 9 heretoother Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;behalf. (c) The closing documents A good standing certificate for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) Originator and the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested Servicer issued by the Seller with respect to State Corporation Commission, dated as of a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretorecent date. (d) All Acknowledgment copies or other terms and conditions evidence of this Agreement filing acceptable to the Agent of proper financing statements filed on or before the initial Investment Date naming the Originator, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors and the Purchase Price Letter of Credit Bank or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and Terms Letter the other Affected Assets. (e) Copies of proper financing statements, if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Originator. (f) Certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the Originator (under its present name and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clause (d) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (g) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (h) Favorable opinions of Hunton & Xxxxxxxx LLP, special counsel to the Servicer and the Originator, covering the matters set forth in Exhibit G-1, and of Xxxx Xxxxxxx, Esq., General Counsel to the Servicer and the Originator, covering the matters set forth in Exhibit G-2. (i) A CD-ROM identifying all Receivables and the Unpaid Balances thereon and such other information as the Agent may reasonably request. (j) A Servicer Report as of November 30, 2004 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (k) Evidence that the Collection Account and the Cash Collateralization Account required to be established hereunder have been complied with. Subject to established. (l) Such other approvals, documents, instruments, certificates and opinions as the foregoing conditionsAgent, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinAdministrator or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase The obligations of Mortgage Loans hereunder shall be the Lenders to undertake the Revolving Loan Commitment as of the Agreement Date are subject to the prior fulfillment of each of the following conditionsconditions at the closing of this Agreement: (a) All The Administrative Agent shall have received each of the representations following, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsLender Group: (i) this This duly executed Agreement, in four counterparts; (ii) A duly executed Revolving Loan Note to the Custodial Agreement, order of each Lender requesting a promissory note in four counterpartsthe amount of such Lender’s Revolving Commitment Ratio of the Revolving Loan Commitment; (iii) an Officers' Certificate, in The Engagement Letter duly executed by the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) an Opinion of Counsel to the SellerThe duly executed Negative Pledge Agreement; (v) a certificate or other evidence The legal opinions of merger or change (A) Milbank, Tweed, Xxxxxx & XxXxxx, LLP, counsel to the Borrower Parties, and (B) W. Xxxxx Xxxxx, in-house counsel to the Borrower Parties, in each case addressed to the Lender Group, together with copies of name, signed or stamped by any legal opinions upon which any of the applicable regulatory authority, if any, which states that 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 applicableforegoing rely; (vi) the related Purchase Price and Terms LetterWith respect to each Borrower Party, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist a loan certificate signed by an Authorized Signatory of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), such Borrower Party in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in substantially the form of Exhibit 9 hereto, as originally executed (subject to amendments)H, including all a certificate of incumbency with respect to each Authorized Signatory of such Borrower Party, together with appropriate attachments theretowhich shall include, without limitation, the following: (A) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of organization of such Borrower Party certified to be true, complete and correct by the Secretary of State for the State of such Borrower Party’s organization, (B) a true, complete and correct copy of the by-laws, partnership agreement or limited liability company or operating agreement of such Borrower Party, (C) a true, complete and correct copy of the resolutions of such Borrower Party authorizing the execution, delivery and performance by such Borrower Party of the Loan Documents and, with respect to the Borrower, authorizing the borrowings hereunder, and (D) certificates of good standing from each jurisdiction in which such Borrower Party is qualified or authorized to do business, except to the extent failure to be qualified or authorized to do business, or to be in good standing, could not reasonably be expected to have a Materially Adverse Effect; (vvii) an Opinion a certificate setting forth information required by the Patriot Act, including the identity of Counsel each Borrower Party, the name and address of each Borrower Party, and other information that will allow the Administrative Agent or any Lender, as applicable, to identify each Borrower Party in accordance with the Patriot Act; and (viii) the Borrower’s financial projections on a fiscal year basis through December 31, 2008. (b) All fees and expenses payable to the Seller (to Administrative Agent, the extent requested by Affiliates of the Seller Administrative Agent, and each other member of the Lender Group in connection with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart execution and delivery of this Agreement, including fees and expenses of counsel to each counterpart of the related Custodial Agreement; and (vii) an AssignmentAdministrative Agent, Assumption to the extent invoices for such fees and Recognition Agreementexpenses have been delivered to the Borrower, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinpaid.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Commitments and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iii) the duly executed Borrower’s Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (iv) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (v) a loan certificate of the Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of the Borrower, which loan certificate shall be in substantially the form of Exhibit S attached hereto, together with appropriate attachments which shall include, without limitation, the following items (or a certification that true, complete and correct copies of such items were previously delivered to the Administrative Agent in connection with the Original Closing Date and that such items have not been modified or amended since the Original Closing Date): (A) a true, complete and correct copy of the articles of organization of the Borrower, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the limited liability company agreement, if any, of the Borrower, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of the Borrower, authorizing the Borrower with respect to the borrowing under the Incremental Term C Loan Commitment hereunder and the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for the Borrower issued by the Secretary of State or similar state official for the State of Delaware and for each state in which the Borrower is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of the Borrower; (vi) the duly executed CSC Holdings Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vii) a loan certificate of CSC Holdings, including a certificate of incumbency with respect to the signature of each Authorized Signatory of CSC Holdings, which loan certificate shall be in substantially the form of Exhibit T attached hereto, together with appropriate attachments which shall include, without limitation, the following items (or a certification that true, complete and correct copies of such items were previously delivered to the Administrative Agent in connection with the Original Closing Date and that such items have not been modified or amended since the Original Closing Date): (A) a true, complete and correct copy of the articles of incorporation of CSC Holdings, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of CSC Holdings, (C) a copy of the resolutions of the board of directors of CSC Holdings, authorizing CSC Holdings with respect to the execution, delivery and performance by CSC Holdings of the Loan Documents to which it is a party, and (D) certificates of existence for CSC Holdings issued by the Secretary of State or similar state official for the State of Delaware and for each state in which CSC Holdings is, or is required to be, qualified to do business; (viii) the duly executed Subsidiary Pledge Agreement from each Guarantor which has one or more Subsidiaries, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (ix) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing of appropriate UCC-1 financing statement forms; (x) a loan certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Guarantor, which loan certificate shall be in substantially the form of Exhibit U attached hereto, together with appropriate attachments which shall include, without limitation, the following items (or a certification that true, complete and correct copies of such items were previously delivered to the Administrative Agent in connection with the Original Closing Date and that such items have not been modified or amended since the Original Closing Date): (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor’s organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor’s organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (xi) the duly executed Subordination of Intercompany Obligations Agreement; (xii) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xiii) opinions of counsel to the Borrower, CSC Holdings and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arrangers and their counsel; (xiv) a copy of the corporate organizational chart of the Borrower Parties and the Unrestricted Subsidiaries; (xv) a copy of (A) the unaudited consolidated balance sheets, income statements and cash flow statements for the Rainbow Group, and (B) the unaudited combined balance sheets, income statements and cash flow statements for the MGM Companies, in each case for the quarter ended September 30, 2003; (xvi) copies of insurance binders or certificates covering the assets of the Borrower Parties, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof; (xvii) an irrevocable written notice from the Borrower of the prepayment in full of the Term B Loans pursuant to Section 2.5(b)(i), an irrevocable notice from the Borrower of a prepayment of Advances outstanding under the Revolving Loan Commitment pursuant to Section 2.5(a) in the aggregate principal amount of $50,000,000 (net of any fees and expenses payable on the Agreement Date with respect to the Loans), and a duly executed Request for Advance for the Advance of the Incremental Term C Loans to be made on the Agreement Date; (xviii) evidence that the Borrower shall have obtained updated debt ratings from both Xxxxx’x and S&P with respect to the Loans; and (xix) evidence that the twenty percent (20%) equity stake in the MGM Operating Companies indirectly owned by CSC Holdings prior to the Agreement Date shall have been contributed to the Borrower, such that after giving effect to such contribution the Borrower shall own (directly or indirectly) 100% of all of the MGM Operating Companies. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrower Parties under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrower so stating. (c) The closing documents for No Default or Event of Default shall exist, both before and after giving effect to the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals initial Advance of the following documents: (i) Incremental Term C Loans made on the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this AgreementAgreement Date, and to each counterpart the Administrative Agent shall have received a certificate of an Authorized Signatory of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoBorrower so stating. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter No litigation shall have been complied with. Subject commenced against any of the Borrower Parties since December 31, 2002, which, if such litigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect (other than any such litigation identified on Schedule 5.1(l)). (e) There shall not have been any Restatement, and no Responsible Officer of CVC or the Borrower, as applicable, shall be aware of any information reasonably likely to result in any Restatement, of the consolidated financial statements of the Borrower Parties with respect to the foregoing conditionsfiscal year ended December 31, Purchaser 2002, and with respect to any fiscal quarter ended after the Original Closing Date, and the Administrative Agent shall pay have received a certificate of an Authorized Signatory of the Borrower so stating. (f) There shall have been no material adverse change in the business, assets or financial condition of the Rainbow Group from that reflected in the financial statements provided pursuant to Seller Section 4.1(a)(xvi) hereof. (g) The Credit Parties shall have received payment of all fees and expenses due and payable on each Funding the Agreement Date in respect of the applicable Purchase Price as provided hereintransactions contemplated hereby.

Conditions Precedent to Closing. Each purchase 4.1 Conditions to Obligations of Mortgage Loans hereunder the Purchaser. The obligations of the ------------------------------------------ Purchaser under this Agreement are, at the option of the Purchaser (in its sole and absolute discretion), subject to the following conditions precedent: 4.1.1 All consents required in order for the transfer to OCPS of good title to the Assets of shall have been obtained and such transfers shall be subject to each of the following conditions:in accordance with all applicable laws and regulations (including applicable regulatory approvals); (a) 4.1.2 All of the conditions precedent to the closing of the sale of the assets and shares set forth in the CPS Purchase Agreement shall have been satisfied; 4.1.3 The results of the audit of HELP's financial statements for the fiscal years ended December 31, 1998 and December 31, 1999 and the five-month period ended May 31, 2000 by Xxxxxx Xxxxxxxx LLP are satisfactory to the Purchaser, in the Purchaser's reasonable satisfaction; 4.1.4 Between December 31, 1999 and the Closing Date, there shall have been no material adverse change in the condition, prospects or title of HELP, the Business, the Assets, taken as a whole, except changes in the ordinary course of business, none of which has been materially adverse; 4.1.5 The Purchaser's investigations and review, if any, pursuant to Article 3 hereof shall not have revealed any information which materially and adversely reflects upon any HELP, the Business, the Premises or the Shareholders; 4.1.6 All parties to this Agreement other than the Purchaser shall have taken all requisite action for the valid performance of this Agreement, including the transfer of the Assets to OCPS, lien-free and in the condition otherwise required herein; 4.1.7 The Purchaser shall have received an executed form of Release of Financing Statement on Form UCC-2, or such other form of release reasonably acceptable to the Purchaser, for each lien or other encumbrance shown on Schedule 2.1.1C hereto, and such form(s) of release shall, in the reasonable --------------- opinion of the Purchaser, effect a complete release thereof (collectively, the "Executed Releases"); 4.1.8 All representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under parties to this Agreement other than the Purchaser shall be true and correct in all material respects as of the related Funding Date, and no event Closing Date ; 4.1.9 No covenant of a party to this Agreement other than the Purchaser shall have occurred which, be in default nor shall a default be threatened with notice or solely the passage passing of time, would constitute an Event the giving of Default under this Agreement notice, or under the PHH Guideboth; (b) On 4.1.10 No impediments shall exist or before the each Funding Date, the Seller shall submit be threatened with respect to the Purchaser fully executed originals execution, delivery and performance by the parties to each of the following documents: (i) this Agreement, in four counterpartsInvestors' Rights Agreement and the Non-Competition Agreement other than the Purchaser; (ii) 4.1.11 HELP shall have completed and executed all documents necessary to change its name to a name which is sufficiently dissimilar to its current name, which determination shall be in the Custodial Agreement, in four counterparts;Purchaser's sole discretion; and (iii) an Officers' Certificate, 4.1.12 The Purchaser shall have received the legal opinion of counsel HELP and the Shareholders dated as of the Closing Date and substantially in the form of attached hereto as Exhibit 9 hereto, including all attachments thereto; "E" (iv) an "Opinion of Counsel to HELP and the Seller; (v) a certificate or other evidence of merger or change of name----------- Shareholders"), signed or stamped which opinion may be relied upon by the applicable regulatory authority, if any, which states that Purchaser and the Mortgage Loans were acquired by Purchaser's counsel in the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals rendering of the following documents: (i) opinion of the related Purchase Price and Terms Letter together with Purchaser's counsel to the related Mortgage Loan Schedule; (ii) parties providing financing to the Purchaser to consummate the transactions contemplated by this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The agreement of Mortgage Loans hereunder shall be Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each the following items and completed each of the following conditionsrequirements: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideAgreement; (b) On or before an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the each Funding Date, the Seller shall submit to the Purchaser fully executed originals execution and delivery of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents a financing statement (Form UCC-1); (d) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank; (e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral; (f) current financial statements, including audited statements (or such other level required by the Investment Agreement) for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets and income statements for the Mortgage Loans most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request; (g) current Compliance Certificate in accordance with Section 6.2; (h) a Warrant in form and substance satisfactory to be purchased on each Funding Date shall consist of fully executed originals of the following documents:Bank; (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedulea Borrower Information Certificate; (iij) this Agreement, as originally executed (subject to amendments), Borrower shall have opened and funded not less than $50,000 in four counterpartsdeposit accounts held with Bank; (iiik) the Custodial Agreement, as originally executed (subject a payoff letter from Danversbank in form and substance satisfactory to amendments), in four counterpartsBank; (ivl) an Officers' Certificate, in a pledge and security agreement pertaining to the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments theretoCash Collateral Account; (vm) an Opinion of Counsel a Guaranty from Xxx X. Xxxxxxx in form and substance satisfactory to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Bank; (vin) the related Mortgage Loan Schedule, one copy a Guaranty from Xxxxxxx X. Xxxx in form and substance satisfactory to be attached Bank; (o) subordination agreements in form and substance satisfactory to each counterpart of this Agreement, and to each counterpart Bank covering at least $3,000,000 of the related Custodial AgreementIndebtedness described in the “Permitted Indebtedness” section on the Schedule; and (viip) an Assignmentsuch other documents or certificates, Assumption and Recognition Agreementcompletion of such other matters, in the form of Exhibit 2.05 heretoas Bank may reasonably request. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Effective Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Effective Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Effective Date, and (ii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditions:documents, each in form and substance satisfactory to each Managing Agent (but solely to the extent not already received by the Agent in connection with the Original Agreement): (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letters and each of the representations and warranties of other Transaction Documents executed by the Seller under Originators, the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice SPV or the passage of timeServicer, would constitute an Event of Default under this Agreement or under the PHH Guide;as applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and attaching as exhibits thereto, among other things: (i) the organizational documents; (ii) resolutions of the board of managers or other governing body of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in four counterpartsthe form of Exhibit H, of the secretary or assistant secretary of each Originator and the Servicer certifying and attaching as exhibits thereto, among other things: (i) the articles of incorporation or other organizing document of each Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of each Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of each Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of each of the Seller; (v) a certificate Originators and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of formation, as applicable, and certificates of qualification as a foreign entity issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each of the Originators and Terms Letter shall have been complied with. Subject the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser shall pay in each case, dated as of a recent date. (f) Acknowledgment copies or other evidence of filing acceptable to Seller the Agent of proper financing statements (Form UCC-1) naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), naming each Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by each Originator and copies of all financing statements (Form UCC-3), necessary to assign all security interests and other rights of Bank of America, in Receivables or the Other Affected Assets previously granted by each Originator and the SPV, to Scotia, as Agent for the Secured Parties. (i) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Effective Date listing all effective financing statements which name the SPV or each Originator as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (j) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts, including an executed amendment to each such Blocked Account Agreement which replaces the secured party by naming Scotia as the secured party thereunder. (k) A favorable opinion, dated as of the Effective Date, of Xxxxx Xxxx, Assistant General Counsel of Ashland, covering certain corporate matters with respect to the Servicer and the Originator in form and substance satisfactory to the Agent and Agent’s counsel. (l) A favorable opinion, dated as of the Effective Date, of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel to the SPV, the Servicer and the Originators, covering certain corporate and UCC matters in form and substance satisfactory to the Agent and Agent’s counsel. (m) A favorable opinion, dated as of the Effective Date, of Squire, Xxxxxxx & Xxxxxxx L.L.P., special counsel to the SPV and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Agent and Agent’s counsel. (n) Satisfactory results of a review and audit of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on each Funding Date the applicable Purchase Price date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (o) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Managing Agent, any Administrator or any Investor may reasonably request. (p) Payment to Bank of America of its Pro Rata Share of all Aggregate Unpaids, fees and other amounts due and payable to it on or prior to the date hereof such that Bank of America’s Net Investment equals zero, and, to the extent invoiced, reimbursement or payment of all reasonable expenses required to be reimbursed or paid by the SPV to Bank of America under the Original Agreement; provided hereinthat such amounts may be deducted from the proceeds of an initial Investment made concurrently on the Effective Date.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement and the obligation of Lender to make the initial Advance is subject to the fulfillment, to the satisfaction of Xxxxxx, of each of the following conditionsconditions precedent on or before the Closing Date: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Lender shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the received each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsdocuments in form and substance reasonably satisfactory to Lender: (i) duly executed counterpart of this Agreement, in four counterparts; (ii) the Custodial duly executed Control Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments theretoduly executed Custody Agreement; (iv) an Opinion certified copies of Counsel (A) the Organization Documents (including any amendments or supplements thereto) of Borrower, (B) the resolutions authorizing and approving the execution, delivery and performance by Borrower of this Agreement and the other Facility Documents and the Advances hereunder, and otherwise satisfactory to the SellerLender, and (C) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement and any other Facility Document; (v) a certificate of Borrower certifying the names and true signatures of the Responsible Officers of Borrower and Investment Adviser authorized to sign this Agreement and any other Facility Document to be delivered hereunder or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 applicablethereunder; (vi) certificates evidencing the related Purchase Price good standing of each of Borrower in its jurisdiction of formation and Terms Lettereach other jurisdiction where it is qualified to do business dated a date not earlier than ten (10) Business Days prior to the Closing Date as to the good standing of Borrower; (vii) opinions of counsel to Borrower in form and substance reasonably satisfactory to Lender; (viii) the results of Tax, together with the related Mortgage Loan Schedule;judgment and Xxxx searches on Borrower obtained by and satisfactory to Lender, as of a recent date; and (ix) such other assurances, certificates, documents, consents, or opinions as Lender reasonably may require; and (b) The Collateral Account has been established by Borrower. (c) The closing documents for the Mortgage Loans Any fees required to be purchased paid on each Funding or before the Closing Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretohave been paid. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter Borrower shall have been complied with. Subject provided any form requested by Lender necessary to comply with Regulation U, or X, or any other provisions of the foregoing conditionsregulations of the FRB. (e) Lender shall have completed its due diligence review with respect to Borrower and Investment Adviser and is satisfied, Purchaser shall pay to Seller on each Funding Date in its sole and absolute discretion, with the applicable Purchase Price as provided hereinresult of its due diligence review, including its due diligence review of Xxxxxxxx’s Investment Policies.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans Purchaser to consummate the transactions hereunder shall be subject to each contingent upon (i) Seller's delivery of the following conditions: documents and instruments required to be delivered by Seller pursuant to SECTIONS 10(a) and 10(c), (aii) All the simultaneous closing of the representations transactions described in the Unit Two Contract Assignment and warranties Assumption Agreement, PROVIDED THAT if Seller or Citibank, N.A. elects to postpone the closing of the Seller transactions described in the Unit Two Contract Assignment and Assumption Agreement beyond July 9, 2001, then Purchaser shall, within ten (10) business days of receipt of notice of such election, have the right to terminate this Agreement and receive a return of the Deposit and PROVIDED FURTHER THAT the failure of Purchaser's Affiliate to perform with respect to the transactions contemplated in the Unit Two Assignment and Assumption Agreement shall not excuse Purchaser's performance hereunder or otherwise form the basis of any claim by Purchaser that there is a failure of a condition precedent to the Closing of the transactions contemplated in this Agreement (unless the failure of Purchaser's Affiliate is directly and solely caused by (y) the default of either Seller, as assignor pursuant to the terms of the Unit Two Contract Assignment and Assumption Agreement, or (z) the default by seller under the PHH GuideUnit Two Contract pursuant to the terms of the Unit Two Contract or its failure to convey title as set forth in such contract), and (iii) Seller not being the subject of the Sellers and Purchaser any pending voluntary or involuntary reorganization, liquidation, receivership or other insolvency proceedings under this Agreement shall be true and correct as of the related Funding Dateany federal, and no event shall have occurred whichstate, with notice foreign or the passage of timelocal bankruptcy, would constitute an Event of Default under this Agreement insolvency, liquidation, reorganization or under the PHH Guide;similar type laws. (b) On or before The obligation of Seller to consummate the each Funding Date, the Seller transactions hereunder shall submit to the Purchaser fully executed originals of the following documents: be contingent upon (i) this AgreementPurchaser's delivery of the Purchase Price and the documents and instruments required to be delivered by Purchaser pursuant to SECTIONS 10(b) and 10(c), in four counterparts; (ii) the Custodial simultaneous closing of the transactions under the Unit Two Contract Assignment and Assumption Agreement (including the assignment of the Unit Two Contract to Purchaser's Affiliate; PROVIDED THAT the failure of Purchaser's Affiliate to close such transaction shall not excuse Purchaser's performance hereunder and shall not form the basis of any claim or assertion by Purchaser of a failure of a condition precedent to Closing, unless the failure of Purchaser's Affiliate is directly and solely caused by (y) the default of either Seller, as assignor pursuant to the terms of the Unit Two Contract Assignment and Assumption Agreement, or (z) the default by seller under the Unit Two Contract pursuant to the terms of the Unit Two Contract or its failure to convey title as set forth in four counterparts; such contract, and (iii) an Officers' CertificatePurchaser not being the subject of any pending voluntary or involuntary reorganization, in the form of Exhibit 9 heretoliquidation, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate receivership or other evidence of merger insolvency proceedings under any federal, state, foreign or change of namelocal bankruptcy, signed insolvency, liquidation, reorganization or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;similar type laws. (c) The closing documents for the Mortgage Loans Each of Seller and Purchaser expressly acknowledges and agrees that, subject to be purchased on each Funding Date shall consist of fully executed originals satisfaction of the following documents: conditions set forth in SUBSECTIONS 12(a) and 12(b), and subject to the provisions of SECTIONS 16, 17 and 18, (i) it is absolutely and unconditionally obligated to fulfill its respective obligation to convey and acquire the related Purchase Price and Terms Letter together with Unit in the related Mortgage Loan Schedule; manner contemplated by this Agreement, (ii) it is absolutely and unconditionally obligated to otherwise close the transactions in the time and manner contemplated by this Agreement and (iii) this Agreement is not subject to any conditions or contingencies. Without limiting the generality of the foregoing and notwithstanding any mention of Purchaser's lender or lenders in this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form Purchaser's obligations hereunder shall not under any circumstances be contingent on Purchaser obtaining financing or any lender or investor funding all or any portion of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditionsor other sums, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinwhether due hereunder or otherwise.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be each Bank to make an Advance on the occasion of the initial Borrowing is subject to the conditions precedent that the Administrative Agent shall have received, on or before the Closing Date (unless otherwise indicated), the following, each of dated the following conditionssame day (unless otherwise indicated), in form and substance satisfactory to the Administrative Agent and in sufficient copies for each Bank: (a) All Certified copies of the representations and warranties resolutions of the Seller under Board of Directors of the PHH GuideBorrower, approving this Agreement and of the Sellers all documents evidencing other necessary corporate action and Purchaser under this Agreement shall be true and correct as of the related Funding Dategovernmental approvals, and no event shall have occurred whichif any, with notice or the passage of time, would constitute an Event of Default under respect to this Agreement or under the PHH Guide;Agreement. (b) On A certificate of the Secretary or before an Assistant Secretary of the each Funding DateBorrower, certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (c) Copies of the currently-effective articles or certificates of incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Utah and one dated the date of the initial Borrowing, executed by the President, a Vice President, the Seller shall submit Secretary, or an Assistant Secretary of the Borrower. (d) Copies of the currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower. (e) Favorable opinions of counsel of the Borrower and special New York counsel to the Purchaser fully executed originals Borrower, substantially in the forms of Exhibit C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the following documents:Administrative Agent may reasonably request. (if) this AgreementA favorable opinion of Xxxxxx and Xxxxx, in four counterparts; (ii) L.L.P., counsel for the Custodial AgreementAdministrative Agent, in four counterparts; (iii) an Officers' Certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 D hereto. (dg) All other terms and conditions Executed copies of this Agreement and all other Loan Papers contemplated hereby. (h) Evidence that all fees payable on or prior to the Purchase Price and Terms Letter shall date of the initial Borrowing have been complied with. Subject paid to Administrative Agent and Chase Securities Inc. as provided for in Section 2.05, and to the foregoing conditionsextent not previously paid, Purchaser shall pay reimbursement to Seller on each Funding Date Administrative Agent for all reasonable fees and expenses incurred in connection with the applicable Purchase Price as provided hereinnegotiation, preparation, and closing of the transactions evidenced by the Loan Papers (including, without limitation, reasonable attorneys' fees and expenses).

Conditions Precedent to Closing. Each purchase (a) The Closing is conditioned upon the complete and full accomplishment of Mortgage Loans hereunder shall be subject to each of the all following conditions: (ai) All as a condition for Transferor to close, each of the representations and warranties of the Seller under the PHH Guide, Transferee and JNemer in Article IV hereof that are subject to materiality or similar qualifications shall be true in all respects at and as of the Sellers Closing Date and Purchaser under this Agreement each of the representations and warranties contained in Article IV that are not subject to materiality or similar qualifications shall be true and correct in all material respects at and as of the related Funding Closing Date, in each case as though then made and no event shall have occurred which, with notice or as though the passage Closing Date was substituted for the date of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterpartsthroughout such representations and warranties; (ii) as a condition for Transferee and JNemer to close, each of the Custodial Agreementrepresentations and warranties of Transferor in Article III hereof that are subject to materiality or similar qualifications shall be true in all respects at and as of the Closing Date and each of the representations and warranties contained in Article III that are not subject to materiality or similar qualifications shall be true and correct in all material respects at and as of the Closing Date, in four counterpartseach case as though then made and as though the Closing Date was substituted for the date of this Agreement throughout such representations and warranties; (iii) an Officers' Certificate, in obtainment of the form consent of Exhibit 9 hereto, including all attachments theretoTransferor’s senior lender to the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (iv) an Opinion settlement and full payment by Transferor of Counsel to the Selleragreement executed by and between Transferor, Lakeland Brazil, Elder Mxxxxx Xxxxxx xx Xxxxxxxxx and Mxxxxx Xxxxxxxx Xxxxxx da Cxxxxxxxx Xxxxxxx on September 11, 2012; (v) a certificate the execution, and closing upon, of an Agreement between Transferor (and/or an Affiliate of Transferor) and Lakeland Brazil with respect to the sale with accord and satisfaction of the Real Estate to Transferor or other evidence an Affiliate of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 applicableTransferor; (vi) execution and registry before the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals Commercial Registry of the following documents: (i) change in Lakeland Brazil’s Articles of Association stating the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form rise of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel its capital stock according to the Seller (to the extent requested by the Seller with respect to a specific sale provisions of Mortgage LoansSection 2.5(a)(ii); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and. (vii) an Assignment, Assumption JNemer must have the ownership of at least fifty one percent (51%) of all shares representing the capital stock of Transferee and Recognition Agreement, also be appointed as its legal representative in the form of Exhibit 2.05 heretocompany`s bylaws. (dviii) All other terms and conditions Execution of a Free Rental Lease Agreement for the real estate where Lakeland Brazil`s head office is located, with a maximum free lease period of 2 years, provided that Transferor has the right to sell the respective real estate at any time and, in this Agreement and case, Lakeland Brazil must have a maximum 6 month period to leave the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinreal estate.

Conditions Precedent to Closing. Each purchase The effectiveness of Mortgage Loans hereunder shall be this Agreement is subject to each the satisfaction of the following conditionsconditions precedent: (a) All Administrative Agent shall have received all of the representations following, duly executed and warranties of the Seller under the PHH Guidedelivered and in form, substance and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit date satisfactory to the Purchaser fully executed originals of the following documentsAdministrative Agent: (i) this Agreement, This Agreement and the other documents Lenders are to execute in four counterparts;connection herewith. (ii) the Custodial Agreement, in four counterparts;Each Note. (iii) an Officers' Certificate, Each Security Document listed in the form of Exhibit 9 hereto, including all attachments thereto;Security Schedule. (iv) Certain certificates including: (A) An “Omnibus Certificate” of the Secretary of the General Partner, which shall contain an Opinion incumbency certificate with the names and signatures of Counsel the officers of the General Partner authorized to execute Loan Documents on behalf of the General Partner and Restricted Persons and which shall certify to the Seller;truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by Board of Managers of the General Partner, as the general partner of the MLP, and as the sole member of each Restricted Person, in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) the Organizational Documents of General Partner and of each Restricted Person and all amendments thereto, certified by the appropriate official of each such Person’s state of organization, and (3) copies of the internal governance documents of General Partner and each Restricted Person. (B) A “Compliance Certificate” of the Chief Financial Officer of the General Partner, in which such officer certifies (i) the transactions contemplated by the Merger Agreement have been consummated in accordance in all material respects with the Merger Agreement and applicable Law, (ii) to the satisfaction of the conditions set out in subsections (a), (b), (c) and (d) of Section 4.2, (iii) as of the Closing Date, no Default or Event of Default will exist after giving effect to the initial Borrowing under this Agreement, (iv) as of the Closing Date, except for the Obligations, no Restricted Person will have any outstanding Indebtedness for borrowed money, (iv) that after giving effect to all Loans and Letters of Credit issued pursuant hereto on the Closing Date, Borrower will have at least $30,000,000 of Unused Borrowing Base, (iv) that all material governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Restricted Parties shall have been obtained and are in full force and effect, and (v) compliance with the financial covenants set forth in Sections 7.12 and 7.13 on a pro forma rolling four quarter basis for the period ending September 30, 2011 (or if financial statements are unavailable for that period, for the period ending June 30, 2011), using a calculation methodology approved by the Administrative Agent. (b) Administrative Agent shall have received a certificate (or other evidence certificates) of merger or change the due formation, valid existence and good standing of nameGeneral Partner and each Restricted Person in their respective states of organization, signed or stamped issued by the applicable regulatory authorityappropriate authorities of such jurisdiction, if anyand certificates of Borrower’s and its Subsidiaries’ good standing and due qualification to do business, issued by appropriate officials in any states in which states that Borrower or it Subsidiaries owns property subject to 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Security Documents. (c) The closing documents for Administrative Agent shall have received the Mortgage Loans to Initial Engineering Report and the Initial Pro Forma Financial Statements and be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together satisfied with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMLP’s capital structure. (d) All other Administrative Agent shall have received originally executed copies of the favorable written opinion of GableGotwals, counsel for Restricted Persons, opining as to such matters as Administrative Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Restricted Person hereby instructs such counsel to deliver such opinions to Administrative Agent and Lenders). (e) Administrative Agent shall have received title due diligence in form, substance and authorship satisfactory to Administrative Agent with respect to the Restricted Persons’ oil and gas reserves representing at least eighty percent (80%) of the aggregate Present Value of the Restricted Persons’ Proved Reserves. (f) Certificates evidencing Restricted Persons’ insurance in effect on the Closing Date and showing Administrative Agent as the additional insured and loss payee. (g) Borrower shall have entered into novation agreements, on terms and conditions satisfactory to Administrative Agent, with respect to the Existing Xxxxxx for which a Lender or Lender Counterparty is not a counterparty. (h) Borrower shall have paid all commitment, facility, agency and other fees required to be paid and then due to Arranger or any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into, including, without limitation, a facility fee, in the amount equal to 0.5% of this the initial Borrowing Base and payment of all expenses for which invoices have been presented prior to the Closing Date. (i) Administrative Agent shall have received Uniform Commercial Code and other lien searches reflecting the absence of other liens and security interests other than those being released or Permitted Liens. (j) No event or circumstance shall have occurred or be continuing since December 31, 2010 that has had, or could be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Change. (k) All partnership, corporate and other proceedings taken or to be taken in connection with the Merger Agreement and the Purchase Price all documents incidental thereto shall be reasonably satisfactory in form and Terms Letter substance to Administrative Agent and Administrative Agent shall have been complied withreceived all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. Subject to the foregoing conditionsand (l) The Closing Date shall occur on or before December 31, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein2011.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders and the obligation of the LC Issuing Bank to issue Letters of Credit shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of Lenders and in sufficient copies for the following documentsLC Issuing Bank and each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary 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 applicableBorrower; (vi) the related Purchase Price and Terms Lettercopies of all Governmental Approvals, together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or an Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Xxxxx & Xxxxxxx LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) Xxxxxxx X. Xxxx, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding LLP, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Administrative Agency and Arranger Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and The Agent shall have received evidence that all amounts outstanding under the Purchase Price and Terms Letter Existing Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the ------------------------------- Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) --------- ------------- and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent's counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documents--------- secretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other ---------- ----- things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV's jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documents--------- secretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching ---------- --- as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV's jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent's ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent's ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1 or Form PPSA 1[c] [Ontario]) or certified statements (Form RG), as applicable, filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV's ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3 or Form PPSA 2[c]) or certified statements (Form RG), as applicable, or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11, PPSA Registration System Inquiry Response Certificate or Certified Statement) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or ---------- (g) above and such other jurisdictions where the Administrative Agent - may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, (x) xxxciax xxxxsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time ----------- period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, Phillips & Vineberg LLX, xxxxxal counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of Robert E. Klatell, couxxxx xx xxx XXX, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, sxxxxxx coxxxxx to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent's counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators' independent accountants) of the Originators' collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators' operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor's commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor's participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor's commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase The amendment and restatement of Mortgage Loans hereunder the Original Credit Agreement shall be subject to not become effective until the date on which each of the following conditions:conditions is satisfied (or waived in accordance with Section 8.01): (a) All The Administrative Agent (or its counsel) shall have received from the Borrower, ACC, the Guarantor and Banks constituting the Majority Banks either (i) a counterpart of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as signed on behalf of such party or (ii) written evidence satisfactory to the related Funding Date, and no event shall have occurred which, with notice or the passage Administrative Agent (which may include telecopy transmission of time, would constitute an Event a signed signature page of Default under this Agreement or under the PHH Guide;Agreement) that such party has signed a counterpart of this Agreement. (b) On or before The Administrative Agent shall have received (i) (A) a copy of the certificate of incorporation, including all amendments thereto, of each Funding Dateof the Guarantor, the Seller shall submit Company and ACC, certified as of a recent date by the Secretary of State of the state of its jurisdiction of organization, in the case of the Guarantor and the Company, and the Registrar of Companies of the Province of Alberta, in the case of ACC, and (B) a certificate as to the Purchaser fully executed originals good standings of each of the following documentsGuarantor and the Company as of a recent date, from such Secretary of State and a certificate as to the status of ACC as of a recent date, from such Registrar; and (ii) a certificate of the Secretary or Assistant Secretary of each of the Guarantor, the Company and ACC dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the By-laws of the Guarantor, the Company and ACC, as the case may be, as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or the Executive Board of Directors of the Guarantor, the Company and ACC, as the case may be, authorizing the execution, delivery, and performance of this Agreement, (C) that the certificate of incorporation of each of the Guarantor, the Company and ACC, as the case may be, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of the Guarantor, the Company and ACC, as the case may be. (c) The Administrative Agent shall have received a favorable opinion of the General Counsel or General Attorney of the Guarantor, to the effect that: (i) this Agreement, the Guarantor is validly existing and in four counterpartsgood standing under the laws of the State of Delaware; (ii) the Custodial AgreementGuarantor is qualified to do business as a foreign corporation and is in good standing in the States of Kansas, in four counterpartsLouisiana, Oklahoma and Texas; (iii) an Officers' Certificatethis Agreement has been duly authorized, in executed and delivered by the form of Exhibit 9 hereto, including all attachments theretoGuarantor; (iv) an Opinion the execution, delivery and performance by the Guarantor of Counsel to this Agreement will not conflict with the Sellerrestated certificate of incorporation or bylaws of the Guarantor, each as in effect on the date of such opinion; (v) a certificate the execution, delivery and performance of this Agreement will not (x) contravene any applicable provision of any applicable law or applicable order or (y) violate any provision of any indenture, loan agreement or other evidence of merger similar agreement or change of name, signed instrument known to such counsel (having made due inquiry with respect thereto) binding on the Guarantor or stamped by the applicable regulatory authority, if any, which states that 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 affecting its present name, if applicableproperty; (vi) no authorization, consent or approval of any governmental body or agency of the related Purchase Price and Terms Letter, together State of Texas or the United States of America which has not been obtained is required in connection with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price execution, delivery and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested performance by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart Guarantor of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignmentto the knowledge of such counsel (having made due inquiry with respect thereto), Assumption and Recognition Agreementthere is no proceeding pending or threatened before any court or administrative agency which, in the form opinion of Exhibit 2.05 heretosuch counsel, will result in a final determination which would have the effect of preventing the Guarantor from carrying on its business or from meeting its current and anticipated obligations on a timely basis. In rendering such opinion, the General Counsel or General Attorney of the Guarantor shall opine only as to the matters governed by the Federal laws of the United States of America, the laws of the State of Texas and the General Corporation Law of the State of Delaware. Such counsel may also state that he or she has relied on certificates of state officials as to qualification to do business and good standing, certificates of officers of each of the Guarantor and the Company and other sources believed by him or her to be responsible. (d) All other terms The Administrative Agent shall have received a favorable opinion of Xxxxxxx & Xxxxx L.L.P., special New York counsel to the Guarantor, to the effect that: (i) this Agreement constitutes a valid and conditions binding agreement of the Guarantor, enforceable in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and equitable principles of general applicability; and (ii) no authorization, consent or approval of any governmental body or agency of the State of New York or the United States of America which has not been obtained is required in connection with the execution, delivery and performance by the Guarantor of this Agreement Agreement. (e) The Administrative Agent shall have received a certificate of a responsible officer of each of the Guarantor and the Purchase Price and Terms Letter shall have been complied with. Subject Company to the foregoing conditionseffect that: (i) the representations and warranties contained in Article IV are true and accurate on and as of such date as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (ii) no event has occurred and is continuing which constitutes an Event of Default or would constitute an Event of Default with the giving of notice or lapse of time, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.or both; and

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each The Commitments of the Lenders shall not become effective unless the following conditionsconditions precedent shall have been fulfilled: (a) All The Agent shall have received the following, each dated the date of the representations Closing, in form and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit substance satisfactory to the Purchaser fully executed originals of the following documentsLenders and in sufficient copies for each Lender: (i) this Agreement, in four counterpartsduly executed by the Borrower, each Bank and the Agent; (ii) each Note requested by a Lender pursuant to Section 2.15 payable to the Custodial Agreementorder of each such Lender, in four counterpartsduly completed and executed by the Borrower; (iii) copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Officers' Certificate, in Assistant Secretary of the form of Exhibit 9 hereto, including all attachments theretoBorrower; (iv) a certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the Sellerother Loan Documents to which it is, or is to be, a party; (v) a certificate copies of the Certificate of Incorporation (or other evidence comparable charter document) and by-laws of merger or change of namethe Borrower, signed or stamped together with all amendments thereto, certified by the applicable regulatory authority, if any, which states that Secretary or an Assistant Secretary 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 applicableBorrower; (vi) copies of all Governmental Approvals (other than the related Purchase Price SEC Approval and Terms Letterthe Minnesota Approval), together if any, required in connection with the related Mortgage execution, delivery and performance of this Agreement and the other Loan ScheduleDocuments, certified by the Secretary or an Assistant Secretary of the Borrower; (cvii) copies of the financial statements referred to in Section 4.01(f), certified by the Secretary or Assistant Secretary of the Borrower; (viii) favorable opinions of: (A) Fxxxx & Lxxxxxx, special counsel for the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; (B) Bxxxxxx X. Xxxx, General Counsel of the Borrower, in substantially the form of Exhibit 3.01(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (C) King & Spalding, special New York counsel to the Agent, in substantially the form of Exhibit 3.01(a)(viii)-3 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and (ix) such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request. (b) The closing documents for following statements shall be true and correct, and the Mortgage Loans to be purchased on each Funding Date Agent shall consist have received a certificate of fully executed originals a duly authorized officer of the following documentsBorrower, dated the date of the Closing and in sufficient copies for each Lender, stating that: (i) the related Purchase Price representations and Terms Letter together with warranties set forth in Section 4.01 of this Agreement are true and correct on and as of the related Mortgage Loan Schedule;date of the Closing as though made on and as of such date, and (ii) this Agreement, as originally executed (subject to amendments), in four counterparts;no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default. (iiic) the Custodial Agreement, as originally executed The Borrower shall have paid (subject to amendments), in four counterparts; (ivi) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel fees payable hereunder or payable pursuant to the Seller (Fee Letter to the extent requested by then due and payable, and (ii) all costs and expenses of the Seller with respect to a specific sale of Mortgage Loans); Agent (viincluding counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement The Agent shall have received evidence satisfactory to it that all amounts outstanding under the AER Facilities, the AEC Facility and the Purchase Price and Terms Letter WPL Facility, whether for principal, interest, fees or otherwise, shall have been complied with. Subject paid in full, and all commitments to the foregoing conditions, Purchaser lend thereunder shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinhave been terminated.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder This Agreement shall be subject to each of no force or effect until all of the following conditionsconditions precedent have been satisfied: (a) All The Administrative Agent shall have received all of the representations following, each in form and warranties substance satisfactory to the Banks (as indicated by each Bank's signature hereto) and, in the case of item (i) below, in sufficient copies for each of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsBanks: (i) this This Agreement, in four counterparts;executed by the Company, together with all Exhibits and Schedules hereto. (ii) The Company Notes and the Custodial AgreementCompany's Multicurrency Notes, in four counterparts;with appropriate insertions, executed by the Company and payable to the order of each Bank. (iii) an Officers' CertificateCertified copies of the resolutions of the Board of Directors of the Company approving this Agreement, the Company Notes, its Multicurrency Notes, the Multicurrency Borrower Assumption Agreements to be delivered on the Closing Date, and the other Credit Documents to be delivered by the Company in connection herewith, the form incurrence of Exhibit 9 hereto, including all attachments thereto;the Loans and the Reimbursement Obligations and the issuance of the Letters of Credit. (iv) A certificate of the Secretary or an Opinion Assistant Secretary of Counsel the Company certifying (1) the Certificate of Incorporation of the Company, (2) the By-laws of the Company, and (3) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Seller;other Credit Documents to be delivered by the Company in connection herewith. (v) a certificate With respect to each Multicurrency Borrower other than the Company to be party hereto on the Closing Date: (1) The Multicurrency Notes, with appropriate insertions, executed by such Multicurrency Borrowers and payable to the order of each Multicurrency Bank. (2) Multicurrency Borrower Assumption Agreements executed by each such Multicurrency Borrower and the Company. (3) Certified copies of the resolutions or other evidence authorizing actions of merger the Board of Directors or change other governing body of nameeach such Multicurrency Borrower, signed approving this Agreement, the Multicurrency Notes of such Multicurrency Borrower and the other Credit Documents to be delivered by such Multicurrency Borrower in connection herewith and the incurrence of the Multicurrency Loans by such Multicurrency Borrower. (4) A certificate of the Secretary or stamped an Assistant Secretary (or other appropriate officer) of each such Multicurrency Borrower certifying (x) the Certificate of Incorporation and By-laws (or other organizational documents) of such Multicurrency Borrower and (y) the names and true signatures of the officers of such Multicurrency Borrower authorized to sign its Multicurrency Borrower Assumption Agreement and the other Credit Documents to be delivered by the applicable regulatory authority, if any, which states that 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;such Multicurrency Borrower in connection herewith. (vi) A certificate of good standing of the related Purchase Price Company issued by the Secretaries of State of Illinois and Terms LetterDelaware. (vii) A favorable opinion of the General Counsel of the Company, together with dated the related Mortgage Loan Schedule;Closing Date, relating to such matters as the Administrative Agent and the Tranche D Agent deem appropriate and in form and substance satisfactory to each such Agent. (viii) A favorable opinion of Sidley & Austin, counsel to the Administrative Agent and the Tranche D Agent. (ix) Such other documentation as the Administrative Agent or the Tranche D Agent may reasonably request. (b) All accrued and unpaid interest, fees and expenses due and payable by the Company under the Third Amended Agreement on or prior to the Closing Date shall have been paid in full in cash, it being understood that all interest, fees and expenses owing under the Third Amended Agreement but not yet due and payable on or before the Closing Date shall be paid on the first payment date for the corresponding amounts set forth in this Agreement. (c) The closing documents for There shall have been no material adverse change in the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals business, operations, assets or financial or other condition of the following documents: (i) the related Purchase Price Company and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, its Subsidiaries taken as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificatea whole, in the form judgment of Exhibit 9 heretothe Agents, the Issuing Banks and the Banks (as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested evidenced by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart their execution of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto). (d) All other terms Each condition precedent set forth in Section 10.02 shall be satisfied on and conditions as of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinClosing Date.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or One Hundred Twenty Eight Thousand Two Hundred Ten and No/100 Dollars ($128,210.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Xxxxxxx Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Xxxxxx Creek, DST, Mission Brentwood, DST, Mission Xxxxxx Parkway, DST, Mission Capital Crossing, DST, Mission Mayflower Downs, DST, Mission Xxxxxxx Xxxx, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the Xxxxxxx Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Xxxxxxx Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans the Lender to close the Loan and make any Advances hereunder at closing shall be subject to the condition precedent that the Lender shall have received on or before the Closing Date the following, each of dated the following conditionsClosing Date, in form and substance satisfactory to the Lender: (a) All of The Note, duly executed by the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideBorrower; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this The Third Amended and Restated Registration Rights Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped duly executed by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleBorrower; (c) The closing documents for Second Amended and Restated Security Agreement, duly executed by the Mortgage Loans to be purchased on each Funding Date shall consist of fully Borrower; (d) The Second Amended and Restated Patent Security Agreement, duly executed originals of by the following documents:Borrower; (e) The Second Amended and Restated Stock Pledge Agreement, duly executed by the Borrower; (f) The ATI Second Amended and Restated Subsidiary Guaranty, duly executed by ATI; (g) The ATI Second Amended and Restated Subsidiary Security Agreement, duly executed by ATI; (h) The ATI Amended and Restated Stock Pledge Agreement, duly executed by ATI; (i) the related Purchase Price The IEP Amended and Terms Letter together with the related Mortgage Loan ScheduleRestated Subsidiary Guaranty, duly executed by IEP; (iij) this The IEP Amended and Restated Subsidiary Security Agreement, as originally duly executed (subject to amendments), in four counterpartsby IEP; (iiik) UCC-1 financing statements with respect to the Custodial Agreementsecurity interests granted to Lender by IEP under the Loan Documents for such locations as the Lender may deem necessary to perfect the Lender's security interests, as originally duly executed (subject to amendments), in four counterpartsby IEP; (ivl) The Warrant, duly executed by the Borrower; (m) A conditional assignment of Borrower's lease(s) of real property, together with a written consent to such assignment from Borrower's landlord(s) and a written waiver by such landlord(s) of certain rights of landlord under its lease(s) in furtherance of the exercise by Lender of its rights under the Amended and Restated Security Agreement, all in form and substance satisfactory to Lender; (n) A binder of an Officers' Certificateendorsement to Borrower's fire, hazard and extended coverage insurance policy (with a long form endorsement) with respect to the assets given as collateral pursuant to the Second Amended and Restated Security Agreement showing the Lender as loss payee in form satisfactory to the Lender and to Borrower's comprehensive liability policy (with a long form endorsement) and Borrower's product liability policy (with a long form endorsement) with respect to Borrower's business showing the Lender as an additional insured under such policy; (o) A binder of an endorsement to business interruption coverage insurance policy (with a long form endorsement) with respect to Borrower's business showing the Lender as loss payee in form satisfactory to the Lender; (p) A certified copy of the resolutions of the board of directors of the Borrower approving this transaction in the form of Exhibit 9 hereto, attached as originally executed (subject to amendments), including all attachments theretoEXHIBIT IV; (vq) A certificate of the secretary or an Opinion assistant secretary of Counsel the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the Seller (other documents to the extent requested be delivered by the Seller with respect to a specific sale of Mortgage Loans)it hereunder; (vir) Copies of consents of third parties necessary for the related Mortgage Loan Schedule, one copy to be attached to each counterpart consummation of this Agreementtransaction; (s) A favorable opinion of counsel for the Borrower, in substantially the form of EXHIBIT V and as to each counterpart of such other matters as the related Custodial AgreementLender may reasonably request; and (viit) an Assignment, Assumption Such other documents and Recognition Agreement, in information as the form of Exhibit 2.05 heretoLender may reasonably request. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase days following the date of Mortgage Loans hereunder shall be subject to delivery of the last of each of the following conditions:items set forth in Section 4(d) below ("Contingency Date"): (a) All TITLE/SURVEY. Within three (3) business days after the date hereof, Seller will furnish to Purchaser (i) separate current title commitments ("Commitments") for owner's title policies for each Project issued by the Title Company showing title in the appropriate Subsidiary (with copies of all underlying title documents listed in the Commitments) (which Commitments shall be in nominal amounts, but shall be increased to the allocated Purchase Price at Closing so that the total aggregate coverage of the representations Commitments equals the total Purchase Price), and warranties (ii) copies of Seller's separate surveys ("Existing Surveys") for each Project. If any of the Seller under the PHH Guide, and Existing Surveys discloses survey defects or if any of the Sellers Commitments show exceptions which defects or exceptions are not acceptable to Purchaser (collectively, "Title Objections"), then Purchaser shall notify Seller, in writing (the "Title Objection Notice") within ten (10) days after receipt of the last of the Commitments, the underlying title documents and the Existing Surveys, specifying the Title Objections (the "Title Approval Date"), time being of the essence. The Title Objection Notice shall state with specificity the reasons for Purchaser's objection and the curative steps requested by Purchaser under this Agreement which would remove the basis for Purchaser's objection. Any objections to matters shown in the Title Commitments, the underlying documents and the Existing Surveys to which Purchaser has not objected by the Title Approval Date shall be true deemed to be waived by Purchaser and correct such matters shall be referred to as "Approved Title Matters." Seller shall notify Purchaser, in writing, of whether it intends to cure any or all of Purchaser's Title Objections within five (5) days after receipt of the related Funding Title Objection Notice, it being understood and agreed that Seller has no obligation to cure any Title Objection. To the extent Seller elects to cure any Title Objection, Seller shall have thirty (30) days after receipt of the Title Objection Notice (the "Title Cure Period") to cure Purchaser's Title Objections, but has no obligation to do so. Pending such cure, the Closing shall be postponed to the extent necessary to accommodate such time period. Upon such cure, the Closing shall be held on the later of (a) the scheduled Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On three (3) business days after the date such cure is completed. If Seller (i) elects not to cure any or before all of the each Funding DateTitle Objections; (ii) elects to cure any one or more of the Title Objection and commences a cure of any of Purchaser's Title Objections and such cure is not completed within the Title Cure Period; or (iii) if Seller later notifies Purchaser, in writing, that it cannot or does not intend to cure any one or more of Purchaser's Title Objections then, by providing written notice of Purchaser's election within two (2) business days after the Seller end of the Title Cure Period with respect to subsection (ii) above or Purchaser's receipt of Seller's notice as to subsections (i) or (iii) above, whichever is applicable, Purchaser shall submit elect to the Purchaser fully executed originals do one of the following documentsas Purchaser's sole remedy: (i) terminate this Agreement, in four counterparts;; or (ii) waive the Custodial Agreementuncured Purchaser's Title Objection(s) and proceed to Closing. If Purchaser does not give notice of its election to terminate under this subsection (a) by the end of said two (2) business day period, in four counterparts; (iii) an Officers' Certificatetime being of the essence, in Purchaser shall be deemed to have waived Purchaser's Title Objections and elected to proceed to Closing, without diminution of the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel Purchase Price. Notwithstanding anything to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) contrary contained in this Agreement, as originally executed if at Closing there are any mechanic's or materialmen's liens or mortgages, deeds of trust or other instruments creating a lien for borrowed money created by Seller or any Subsidiary other than any Existing Debt assumed by Purchaser (subject to amendments)collectively. "Liens") , in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form Seller shall discharge same of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion record and apply such portion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject or Seller's funds as may be necessary to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereindischarge same.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be each Lender to execute and deliver this Agreement and the other Loan Documents is subject to the conditions precedent that Domestic Administrative Agent shall have received, on or before the date hereof (unless otherwise indicated), the following, each of dated the following conditionssame day (unless otherwise indicated), in form and substance satisfactory to Domestic Administrative Agent and in sufficient copies for each Lender: (a) All Receipt by Domestic Administrative Agent of a Certificate of the representations Secretary or an Assistant Secretary of each Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of such Borrower to execute and warranties deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Borrower (A) who are authorized to sign the Loan Documents to which such Borrower is a party, and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the Seller under the PHH Guideauthorized officers of such Borrower, and (iv) the Constituent Documents of the Sellers and Purchaser under this Agreement shall be true and correct such Borrower, certified as of the related Funding Datebeing true, correct, and no event shall have occurred which, with complete. Agents and Lenders may conclusively rely on each such certificate until Domestic Administrative Agent receives notice or in writing from Xxxxxx to the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;contrary. (b) On or before Copies of the currently-effective Constituent Documents of each Funding DateBorrower, the Seller shall submit and all amendments thereto, accompanied by certificates that such copies are true, correct, and complete, dated a date not more than thirty (30) days prior to the Purchaser fully executed originals date of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped issued by the applicable regulatory authorityappropriate Governmental Authority of the jurisdiction of incorporation, if anyorganization, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;formation of such Borrower. (c) The closing documents for the Mortgage Loans to be purchased on Favorable opinions of counsel of each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementBorrower, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, substantially in the form forms of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this AgreementEXHIBIT C-1 through EXHIBIT C-3 respectively, and as to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretosuch matters as any Lender through Domestic Administrative Agent may reasonably request. (d) All other terms and conditions Executed copies of this Agreement and all other Loan Documents. (e) Evidence that all fees payable on or prior to the Purchase Price and Terms Letter shall Closing Date have been complied with. Subject paid to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price Domestic Administrative Agent and Arranger as provided hereinfor in SECTION 2.5(b).

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder Purchaser’s obligation to consummate the transaction contemplated by this Agreement shall be subject to satisfaction or waiver of each of the following conditions:conditions (“Conditions Precedent”) on or before 5:00 p.m. Central Daylight Time, on July 2, 2007 (“Contingency Date”): (a) All Title/Survey. Prior to the date hereof, Seller has furnished to Purchaser: (i) a current title commitment (“Commitment”) for the Real Property (with copies of all underlying title documents listed in the Commitment other than any financing documents) for a ALTA 2006 form owner’s title policy (the “Owner’s Policy) in the amount of the representations Purchase Price issued by the Title Company showing title in Seller, subject only to the encumbrances set forth on Exhibit G attached hereto and warranties of made a part hereof or otherwise permitted by Purchaser (collectively, the Seller under the PHH Guide“Permitted Encumbrances”), and of the Sellers and Purchaser under this Agreement which Commitment shall be true in a nominal amount but shall be increased to the Purchase Price at Closing and correct (ii) an updated ALTA as-built survey (“Survey”) for the Real Property prepared in accordance with the Minimum Standard Detail Requirements for Class A Land Title Surveys (jointly established by ALTA/ACSM as of revised in 2005) which shall be (prior to Closing) certified to Purchaser and the related Funding Title Company. If the Survey discloses survey defects other than the Permitted Encumbrances or if the Commitment shows exceptions other than the Permitted Encumbrances that are not acceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, on or before June 21, 2007 (the “Title Notice Date”), specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, and no event Purchaser shall have occurred whichreceived assurances satisfactory to Purchaser, with notice in its reasonable discretion, that the Unpermitted Encumbrances will be removed or endorsed over on or before Closing. Any encumbrances shown on the Commitment or the passage of timeSurvey to which Purchaser has not objected on or prior to the Title Notice Date shall be deemed “Permitted Encumbrances”. In addition, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On if Seller has not expressly agreed in writing on or before the each Funding Contingency Date that Seller will remove or cause the Title Company to endorse over any encumbrances to which Purchaser has objected, such encumbrances shall be deemed “Permitted Encumbrances” (and shall no longer be Unpermitted Encumbrances) from and after the Contingency Date if Purchaser has not terminated this Agreement as allowed herein, on or prior to the Contingency Date. Notwithstanding anything herein to the contrary, the Seller shall submit have no obligation to correct, cure or remove any Unpermitted Encumbrances; provided, however, that Seller covenants to cause all monetary and financing liens and encumbrances created by or through Seller (other than the Purchaser fully executed originals of the following documents: liens for non-delinquent real property taxes) to be eliminated at Seller’s sole cost and expense (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (ivpre-payment penalties and charges) an Opinion of Counsel prior to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together concurrently with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each (a) The following shall be conditions precedent to Purchaser’s obligation to consummate the purchase and sale transaction contemplated herein (“Purchaser’s Conditions Precedent”): (i) Prior to the expiration of Mortgage Loans the period commencing on the Effective Date and continuing for ninety (90) days thereafter (as such initial 90-day period may be extended by Purchaser as provided below, the “Lender’s Approval Period”), Purchaser shall have obtained, on terms acceptable to Purchaser in its sole discretion, approval from the Assumed Loan Lender for the assumption of the Assumed Loan by Purchaser, the assignment of the Assumed Loan by Seller and the release of Seller or any guarantor of the Assumed Loan affiliated with Seller from their respective obligations under the Assumed Loan Documents from and after the Closing, and shall have delivered reasonably satisfactory written evidence of the same to Seller (the “Assumption Approval”). The “Assumption Approval” shall be deemed to include (1) the satisfactory completion by the Assumed Loan Lender of all diligence investigations, inspections and tests, and (2) the full negotiation and final approval of the Loan Assumption Documents (as defined below) by Purchaser, Seller and the Assumed Loan Lender. Purchaser shall have the one-time right to extend the initial 90-day Lender’s Approval Period for an additional period of up to ninety (90) days, provided that (A) Purchaser delivers written notice to Seller of its election to so extend the initial 90-day Lender’s Approval Period five (5) business days prior to the expiration of the initial 90-day Lender’s Approval Period (the “Extension Notice”), (B) simultaneously with Purchaser’s delivery of the Extension Notice, Purchaser shall deliver to Seller an additional Promissory Note in the form attached hereto as Exhibit E and in the face amount of one percent (1%) of the Purchase Price, or Two Hundred Six Thousand Six Hundred Seventy and No/100 Dollars ($206,670.00) (which, for purposes of this Agreement, shall be deemed to constitute and be a part of the “Xxxxxxx Money Note” and shall be held by Seller pursuant to the terms of Section 3 above), and (C) Assumed Loan Lender shall not have refused to grant the Assumption Approval at any time prior to Purchaser’s delivery of the Extension Notice. Seller agrees to cooperate with and to take all reasonable action to facilitate Purchaser’s receipt of the Assumption Approval, however, Purchaser shall be solely responsible to pay to Assumed Loan Lender any and all costs, fees and expenses required in connection with the Assumed Loan assignment, assumption and release (other than Seller’s legal fees to review the Loan Assumption Documents). Purchaser and Seller shall execute and deliver at Closing, a loan assumption agreement and any other documents required in connection with the assignment and assumption of the Assumed Loan and the release of Seller and any guarantor affiliated with Seller on the terms reflected in the Assumption Approval, in form and content reasonably satisfactory to Purchaser and Seller (the “Loan Assumption Documents”). In the event that Seller or Purchaser fails to execute and deliver the Loan Assumption Documents or the Assumed Loan Lender fails to approve the assignment, assumption and release as aforesaid, either Seller or Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. Purchaser shall apply to Assumed Loan Lender for Assumption Approval within sixty (60) days after the Effective Date (the “Assumption Commencement”) and use good faith and diligent efforts to obtain such consent from the Assumed Loan Lender prior to the expiration of the Lender’s Approval Period; provided, however, so long as Purchaser complies with its obligations under this Section 8(a), in no event shall Purchaser have any liability for its failure to achieve such consent. (ii) Prior to the expiration of the Lender’s Approval Period, the OP Units to be subject issued to the Beneficial Owners pursuant to this Agreement, together with the OP Units to be issued by Purchaser to the beneficial interest holders of the seven other Delaware statutory trusts known as Mission Xxxxxx Creek, DST, Mission Battleground Park, DST, Mission Xxxxxx Parkway, DST, Mission Brentwood, DST, Mission Mayflower Downs, DST, Mission Xxxxxxx Xxxx, DST, and Mission Tanglewood, DST (collectively, the “Other DSTs”) in accordance with the seven purchase and sale agreements of contemporaneous date herewith between Purchaser and the Other DSTs shall have been duly registered (collectively, the “Registrations”) pursuant to an effective registration statement with the U.S. Securities and Exchange Commission (“SEC”) and in each state or provincial jurisdiction where registration is required in accordance with all applicable federal, state and provincial laws, rules and regulations (each, a “Registration Statement” and collectively, the “Registration Statements”). Purchaser agrees to use good faith and diligent efforts to prepare and file the Registration Statements and to cause the Registration Statements to be declared effective in each jurisdiction where required, and shall commence the process of obtaining the Registrations within the Assumption Commencement. Seller agrees to provide Purchaser and its auditor with reasonable assistance and cooperation, at no cost or expense to Seller, in preparing the Registration Statements, including, without limitation, by providing Seller with access to any audited and unaudited financial statements previously prepared by Seller and its auditors, bank statements, general ledgers, accountant’s work papers, property records, and such other books and records as Purchaser may reasonably request, and by providing an assurance or representation letter on Purchaser’s auditor’s form and a response to the Audit Inquiry Letter (as defined below) from Seller’s counsel on such counsel’s standard form of response to an audit inquiry letter, all in order to prepare such Registration Statements (provided that in no event shall Seller or any affiliate of Seller have any liability to Purchaser or its auditor for the assurances or representations made therein). In the event that the Purchaser’s Condition Precedent contained in this Section 8(a)(ii) is not satisfied prior to the expiration of the Lender’s Approval Period, Purchaser shall have the right to terminate this Agreement, whereupon all rights and obligations of the parties hereunder shall immediately terminate (other than those obligations that expressly survive termination) and Seller shall return the Xxxxxxx Money Note to Purchaser. In the event that (a) the OP Units are duly registered pursuant to a Registration Statement that has been declared effective by the SEC and by each other jurisdiction where each of the following conditions:Beneficial Owners reside, but the Registration Statement is not yet effective in certain other jurisdictions where each of the beneficial owners of the Other DSTs reside, and (b) Purchaser has received comments and feedback on the Registration Statements from each jurisdiction such that Purchaser reasonably determines that material changes will be required to the disclosure statement contained in the Registration Statement before it will become effective in those remaining jurisdictions in accordance with the laws, rules and regulations of each such jurisdiction, then Purchaser may elect to defer Closing on the Property under this Agreement until such time as the Registration Statements become effective in such other jurisdictions or the Purchaser believes no further material changes will be required to the disclosure statement contained in the Registration Statements. For the avoidance of doubt, Seller and Purchaser intend to proceed to Closing as soon as reasonably practicable, and Purchaser will only defer Closing to the extent it has a reasonable belief that material changes to the disclosure statement contained in the Registration Statements will be required. Purchaser will provide regular status updates to Seller with respect the effectiveness of the Registration Statements in each jurisdiction, and, to the extent Purchaser believes a material change to the disclosure statement contained in the Registration Statements will be required, Purchaser will share any correspondence received from any jurisdiction on the issue and will discuss the issue with Seller and explain the basis of Purchaser’s belief that such a material change will be required. Notwithstanding the foregoing, Seller understands and acknowledges that any determination regarding the materiality of any change in or issue relating to the Registration Statement shall be made by Purchaser. (aiii) All Immediately following the time that the Registration Statement filed with the SEC and each applicable state or other jurisdiction is declared effective, Seller shall have confirmed to Purchaser its acceptance of the Net Purchase Price in the form OP Units, which acceptance shall be in Seller’s sole discretion. (iv) Title shall have been approved by Purchaser under Section 4 with Title Insurer standing ready to issue an owner’s policy of title insurance (and an endorsement to the existing mortgagee’s title insurance policy in the form required by the Assumed Loan Lender) in the form customarily delivered in the State insuring Purchaser’s interest in the Real Property, dated the day of the Closing, with liability in the amount of the Purchase Price, subject only to the Permitted Encumbrances and the encumbrances related to the Assumed Loan, together with such endorsements as Purchaser reasonably may require and as are available in the State in which the Real Property is located (the “Title Policy”). (v) Seller shall have executed and delivered to Purchaser a certificate (the “Certificate”) in the form attached hereto as Exhibit M updating the representations and warranties of Seller through Closing, which Certificate Seller covenants to deliver unless material new matters or knowledge of a material defect arises, in which case Seller shall deliver a Certificate stating such matter. Purchaser may then (i) waive such matter and consummate the Seller under transaction contemplated hereby or (ii) terminate this Agreement, in which case neither party shall have any further obligations or liabilities hereunder and any documents shall be returned to the PHH Guideparty depositing the same and the Xxxxxxx Money shall be returned to Purchaser. (vi) There shall be no Hazardous Materials at the Property that were not shown in the Phase I or Phase II (if applicable). In the event that any Purchaser’s Conditions Precedent is not satisfied, Purchaser shall give written notice thereof to the Seller, and of the Sellers unless Purchaser waives such Purchaser’s Conditions Precedent, this Agreement shall terminate and both Seller and Purchaser shall thereafter be relieved from any and all liability under this Agreement except for the indemnification and hold harmless provisions contained in Section 7, and the Xxxxxxx Money Note shall be returned to Purchaser. (b) As a condition precedent to Seller’s obligations to consummate the purchase and sale transaction contemplated herein (“Seller’s Conditions Precedent”), (i) Purchaser shall have duly performed in all material respects each and every covenant and agreement to be performed by Purchaser pursuant to this Agreement, (ii) Purchaser’s representations, warranties and covenants shall be true and correct in all material respects as of the related Funding Closing Date, and no event (iii) Assumed Loan Lender shall have occurred whichgranted the Assumption Approval pursuant to the terms of Section 8(a)(i) above, with and (iv) Purchaser shall have obtained the Registrations pursuant to the terms of Section 8(a)(ii) above. In the event that any Seller’s Conditions Precedent are not satisfied, Seller shall give written notice or thereof to the passage of timePurchaser, would constitute an Event of Default and unless Seller waives such Seller’s Conditions Precedent, this Agreement shall terminate and both Purchaser and Seller shall thereafter be relieved from any and all liability under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents except for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price indemnification and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), hold harmless provisions contained in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 7. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase All obligations of Mortgage Loans hereunder shall be Seller, Purchaser and the Westminster Shareholders under this Agreement are subject to the fulfillment, or waiver by the party or parties to be benefited, prior to or at the Closing, of all conditions elsewhere herein set forth prior to the date of Closing and of each of the following conditions: (a) All Execution and delivery of this Agreement by all parties hereto; (b) Execution and delivery of the representations Releases by all parties thereto; (c) Execution and warranties delivery of the Seller under Note by Westminster to Seller; (d) The respective representations, warranties and covenants of Seller, Purchaser and the PHH Guide, and of the Sellers and Purchaser under Westminster Shareholders contained in this Agreement shall be true and correct in all respects on the date of Closing as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guideif made on such date; (be) On Seller, Purchaser and the Westminster Shareholders shall have performed and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed or before complied with by each prior to or at the each Funding Date, the Closing; (f) The Seller shall submit have delivered to the Purchaser fully executed originals the Westminster Common Stock; (g) The Westminster Shareholders shall have delivered to Seller the Laidlaw Common Stocx; (h) Execution and delivery by the Seller of a certificate signed by the Chairman of the following documents:Board, the Vice Chairman of the Board, the President, Executive Vice President or Senior Vice President and by the Treasurer or the Secretary of the Company: (i) attaching resolutions of the Board of Directors of the Seller approving this Agreement, the applicable Releases, the sale of the Westminster Common Stock and all other agreements, documents and instruments executed in connection herewith and therewith, and of all other documents evidencing necessary Seller, government and self-regulatory organization approvals, if any, with respect to this Agreement, the Releases and the sale of the Westminster Common Stock, (ii) certifying compliance with the terms and conditions, and representations, warranties and covenants, hereof, and (iii) certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement, the Releases, the certificates representing the Westminster Common Stock and such other documents to be delivered by it hereunder; (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 heretoAll actions necessary to assure compliance with all applicable federal and state securities laws, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of nameauthorizations, signed or stamped by the applicable regulatory authorityapprovals and permits, if any, which states of any government entity, governmental authority or regulatory body in any state where the Westminster Common Stock and Laidlaw Common Stocx xx xxing sold or transferred that are required in connection with the Mortgage Loans were acquired by lawful transfer and sale of the Seller by merger or acquired or originated by Westminster Common Stock and Laidlaw Common Stocx xxxxx have been duly obtained and shall be effective on and as of the Seller while conducting business under a name other than its present name, if applicableClosing; (vij) The purchase and sale of the related Purchase Price Westminster Common Stock and Terms Letterthe Laidlaw Common Stocx xxx xegally permitted by all laws, together with rules and regulations to which the related Mortgage Loan SchedulePurchaser, Seller and the Westminster Shareholders are subject; (ck) The closing documents for Approval, if required, by all applicable authorities having jurisdiction over the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals parties hereto or the transactions contemplated hereby, including, but not limited to, the approval of the following documents: New York Stock Exchange, the American Stock Exchange and the National Association of Securities Dealers, Inc. (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans"NASD"); (vil) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart Cancellation of the related Custodial AgreementSecured Note; and (viim) an Assignment, Assumption Execution and Recognition Agreementdelivery of Indemnification Agreements ("Indemnification Agreements"), in the form forms annexed hereto as Exhibit C-1 to C-3, executed by the Seller in favor of Exhibit 2.05 heretoO'Shea, Luskind and Xxxxxs, respectivelx, xxx relating to all action taken by O'Shea as a member xx xxx Board of Directors of Seller and by Westminster Shareholders as members of the Board of Directors of Westminster. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase Only the following (consistent with the Documentation Precedent and subject to the last paragraph of Mortgage Loans hereunder Exhibit D): delivery of reasonably satisfactory customary (consistent with similar transactions for the Sponsor) legal opinions of counsel for the Borrower and the Guarantors; a certificate from the chief financial officer or other officer with reasonably equivalent duties of the Borrower in the form attached as Exhibit E (or, at the Borrower’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing) with respect to Closing Date solvency (on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby); all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act (at least three business days prior to the Closing Date, in each case to the extent requested of the Borrower at least 10 business days prior to the Closing Date); customary corporate documents and officers’ and public officials’ certifications for the Borrower and the Guarantors; customary closing certificates; all documents and instruments required for the creation and perfection of security interests in the Collateral, subject to permitted liens and the last paragraph of Exhibit D; execution of the Guarantees by the Guarantors, which shall be in full force and effect; evidence of authority for the Borrower and the Guarantors; accuracy of Specified Representations in all material respects and Target Representations (each such term as defined in Exhibit D), in each case subject to the last paragraph of Exhibit D; and delivery of a notice of borrowing. The closing of the Senior Facility will also be subject to each the applicable conditions precedent set forth in Section 6 of the following conditions: Commitment Letter and Exhibit D to the Commitment Letter. The Senior Facility Loan Documentation shall not contain (a) All any conditions precedent other than the conditions precedent expressly set forth in the preceding paragraph, Section 6 of the representations and warranties Commitment Letter or Exhibit D to the Commitment Letter or (b) any representation or warranty, affirmative, negative or financial covenant or event of default not set forth in Section 6 of the Seller under Commitment Letter or Exhibit D thereto, the PHH Guideaccuracy, and compliance or absence, respectively, of or with which would be a condition to the closing of the Sellers Senior Facility. The failure of any representation or warranty (other than the Specified Representations and Purchaser under this Agreement shall the Target Representations to the extent provided in Exhibit D) to be true and correct as in any respect on the Closing Date will not constitute the failure of the related Funding Date, and no event shall have occurred which, with notice a condition precedent to funding or the passage of time, would constitute an Event of Default under this Agreement or a default under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSenior Facility. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans (a) Buyer’s obligation to close hereunder shall be subject to expressly conditioned upon the occurrence or fulfillment of each of the following conditions:conditions on or prior to the Closing Date or such earlier date as may be provided in this Paragraph 4(a): (ai) All of the representations and warranties of the by Seller under the PHH Guide, and of the Sellers and Purchaser under set forth in this Agreement shall be true and correct at and as of the related Funding Closing Date in all material respects, subject to Paragraph 3(h). (ii) Seller shall have performed, in all material respects, all covenants, agreements and conditions required by this Agreement to be performed by Seller prior to the Closing Date. For the purpose of this paragraph, Seller’s material performance shall be defined as a) delivery or execution of all documents reasonably necessary or contemplated by this Agreement to effectuate the Closing; b) delivery to the Title Company of all documents reasonably requested in order to issue the Title Policy required under this Agreement; and c) delivery of the balance of the purchase price, including adjustments, as required under this Agreement. (iii) Seller shall obtain, as a condition of closing, an executed estoppel letter (the “Estoppel Certificate”) from Chase, in the form specified in the Lease. If any of the conditions set forth above in this Paragraph 4(a) is not satisfied by the applicable date set forth herein, Buyer shall notify Seller within five (5) business days after such date, and no event shall have occurred whichif such non-satisfaction continues for five (5) business days after such notice from Buyer thereof, with notice or the passage of time, would constitute an Event of Default under this Agreement or under may, at Buyer’s option, be terminated upon notice to Seller within three (3) business days after the PHH Guide;end of such 5-day period, whereupon Buyer shall be entitled to receive back the Deposit, and if the failure of such condition is not the result of Buyer's default hereunder, Seller shall reimburse Buyer for Buyer's reasonable, documented, out-of-pocket costs incurred in seeking to acquire the Property, up to an aggregate amount of $10,000.00. (b) On Seller’s obligation to close hereunder shall be expressly conditioned upon the occurrence or before the fulfillment of each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsconditions on or prior to the Closing Date: (i) All of the representations by Buyer set forth in this Agreement, Agreement shall be true at and as of the Closing Date in four counterparts;all material respects. (ii) the Custodial AgreementBuyer shall have performed, in four counterparts; (iii) an Officers' Certificateall material respects, in all covenants, agreements and conditions required by this Agreement to be performed by Buyer prior to the form of Exhibit 9 heretoClosing Date, including all attachments thereto; (ivdelivery of the balance of the Purchase Price due at closing. If any of the conditions set forth above in this Paragraph 4(b) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped is not satisfied by the applicable regulatory authoritydate set forth herein and such non-satisfaction continues for fifteen (15) days after written notice from Seller thereof, if anythis Agreement may, which states that at Seller’s option, be terminated by notice to Buyer, given within three (3) days after the Mortgage Loans were acquired by end of such 5-day period, whereupon Seller shall be entitled to receive the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this AgreementDeposit from Title Company, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, liquidated damages and not as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreementpenalty, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretosuch receipt shall be Seller’s sole remedy. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.5 and invoiced prior to the Closing Date, and (ii) the Facility Agent shall have received, for itself and each of the Administrators and Lenders and the Facility Agent’s counsel, each of the following conditionsdocuments, each in form and substance satisfactory to the Facility Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter, the Backup Servicer Fee Letter, the Custodial Agreement, and each of the representations and warranties of other Transaction Documents executed by the Seller under Originator, the PHH GuideSPV, the Servicer, the Backup Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct Custodian, as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On A certificate of the secretary or before assistant secretary of the each Funding DateSPV, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals Facility Agent, certifying and (in the case of the following documentsclauses (i) and (ii)) attaching as exhibits thereto, among other things: (i) the limited liability company agreement and certificate of formation or other formation document of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action (including shareholder consents) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate of the secretary or assistant secretary of the Originator and the Servicer, in four counterpartsform and substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document of the Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, as applicable, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (e) A good standing certificate for each of the Originator and the Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and principal place of business, dated as of a recent date. (f) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the SPV, as debtor, in favor of the Facility Agent, as secured party, for the benefit of the Lenders or other terms similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the Facility Agent’s security interest in all Pool Receivables and conditions the other Affected Assets. (g) Copies of this proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the Originator as the debtor, in favor of the SPV, as secured party, and the Facility Agent, for the benefit of the Lenders, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the SPV’s interest in all Pool Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the SPV. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the Originator. (j) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Facility Agent) dated a date reasonably near the date of the initial Borrowing Date listing all effective financing statements which name the SPV or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Facility Agent may reasonably request together with copies of such financing statements (none of which shall cover any Pool Receivables, other Affected Assets or Contracts), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no effective liens on any of the Pool Receivables, other Affected Assets or related Contracts. (k) Favorable opinions of Xxxxx & Xxx Xxxxx PLLC special counsel to the SPV, the Servicer and the Originator, covering certain corporate, UCC, bankruptcy and insolvency matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel. (l) Favorable opinions of The Xxxxxxxxx Law Firm, PLLC, counsel to the Servicer and the Originator, covering certain corporate matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel. (m) Joinder agreement to the Intercreditor Agreement executed by the Facility Agent and the SPV, whereby the Facility Agent and the SPV become a party to the Intercreditor Agreement. (n) Satisfactory results of due diligence procedures over the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of procedures applied at the Originator’s operating location(s) and satisfactory procedures performed over the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as agreed. (o) Payment of any fees due and payable on the Purchase Price and Terms Letter shall have been complied with. Subject Closing Date pursuant to the foregoing conditionsFee Letter. (p) Such other approvals, Purchaser shall pay documents, instruments, certificates and opinions as the Facility Agent, any Administrator or any Lender, may reasonably request. (q) Evidence satisfactory to Seller the Facility Agent that Collections with respect to Pool Receivables being sold on each Funding the Closing Date pursuant to the applicable Purchase Price as provided hereinFirst Tier Agreement which were received after the Cut-Off Date will be deposited into the Collection Account on the Closing Date.

Conditions Precedent to Closing. Each purchase This Agreement shall become effective upon the satisfaction by the Borrower or the waiver by the Lenders of Mortgage Loans hereunder shall be subject to each of the following conditions:conditions precedent (the time as at which such conditions precedent are satisfied or waived being the “Closing”): (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement contained in Article 10 shall be true and correct as in all material respects, the satisfaction of which condition shall be certified in the certificate of a Responsible Officer of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideBorrower delivered pursuant to Section 8.1(e); (b) On there shall exist no Default or before Event of Default as of the each Funding Datedate hereof, the Seller satisfaction of which condition shall submit to be certified in the Purchaser fully executed originals certificate of a Responsible Officer of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel Borrower delivered pursuant to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleSection 8.1(e); (c) The closing documents for the Mortgage Loans purchase and sale transaction contemplated by the 2011 Purchase and Sale Agreement shall have been completed and the Borrower shall have provided evidence thereof to be purchased on each Funding Date shall consist of fully the Agent together with executed originals copies of the following documents: (i) the related 2011 Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), Sale Agreement and principal agreements and documents entered into in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments connection therewith and any amendments thereto; (vd) an Opinion the Agent shall have received twelve (12) original copies of Counsel to this Agreement and four (4) original copies of the Seller (to Longview Share Pledge and the extent requested 2011 Subordination Agreement, duly executed by the Seller with respect to a specific sale of Mortgage Loans)Borrower, the Agent and the Lenders; (vie) the related Mortgage Loan ScheduleAgent shall have received four (4) original copies of a certificate of a Responsible Officer of the Borrower certifying as to and attaching any changes to its constating documents or by-laws since the closing date of the Original Credit Agreement, one copy to be attached to each counterpart the authorization of this Agreement, the Longview Share Pledge and the 2011 Subordination Agreement, incumbency and such other matters as the Agent reasonably requires, in form and substance satisfactory to each counterpart the Agent; (f) the Agent shall have received four (4) original copies of an opinion of the related Custodial Borrower’s Counsel, addressed to the Agent, each Lender and their counsel, in respect of the Borrower, this Agreement, the Longview Share Pledge and the 2011 Subordination Agreement, corporate existence, corporate capacity and authority, corporate authorization, execution and delivery, validity and enforceability, and such other matters as the Agent reasonably requires, in form and substance satisfactory to the Agent; and (viig) the Agent shall have received three (3) original copies of an Assignmentopinion of Gowling Xxxxxxx Xxxxxxxxx LLP, Assumption counsel to the Agent and Recognition Agreementthe Lenders, in respect of such matters as the Agent reasonably requires, in form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject substance satisfactory to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinAgent.

Conditions Precedent to Closing. Each purchase The Lenders shall not be required to fund any requested Revolving Loan, issue any Letter of Mortgage Loans Credit, or otherwise extend credit to the Borrowers hereunder shall be subject to each of on the Closing Date, until the following conditions:conditions have been satisfied (or waived): (a) All Revolving Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Revolving Note at least two (2) Business Days prior to the Closing Date. This Agreement, the Intercreditor Agreement, the Security Agreement and any Intellectual Property Security Agreements required on the Closing Date shall have been duly executed and delivered to the Agent by each of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH GuideLoan Parties signatory thereto; (b) On or before the each Funding Date, the Seller The Agent shall submit to the Purchaser fully executed originals of the following documents: have received (i) this Agreementcustomary UCC lien searches with respect to the Loan Parties, in four counterparts; (ii) all UCC-1 financing statements with respect to the Custodial AgreementLoan Parties, in four counterparts; and (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel subject to the Seller; (v) a certificate Intercreditor Agreement, all certificated Equity Interests and promissory notes that constitute Collateral and are required to be delivered on the Closing Date accompanied by undated stock powers or other evidence instruments of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Scheduletransfer executed in blank; (c) The closing documents for Agent shall have received evidence, in form and substance reasonably satisfactory to the Mortgage Loans to be purchased on each Funding Date shall consist of fully Agent, that the transactions contemplated by the Term Loan Documents have been consummated, together with an executed originals copy of the following documents:Term Loan Credit Agreement and the other material Term Loan Documents; (d) Concurrently with the initial advances under this Agreement, the Borrowers shall have received gross cash proceeds of at least $90,000,000 from the Indebtedness issued under the Term Loan Documents; (e) The Agent shall have received a solvency certificate from an Authorized Officer of the Company in a form reasonably acceptable to the Agent; (f) The Agent shall have received a certificate, reasonably satisfactory to it, from an Authorized Officer of the Company certifying that (i) as of the Closing Date, the representations and warranties of each Loan Party set forth in this Agreement or in any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) the conditions in Section 3.1(d), (k) and (n) have been satisfied; (g) The Agent shall have received a certificate of a duly authorized officer or director of each Loan Party, certifying (i) that an attached copy of such Loan Party’s organizational documents are true and complete and continue in full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the Closing Date and were duly adopted; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; (h) The Agent shall have received customary written legal opinions of (A) Xxxxxxx Xxxx XXX, (B) Xxxxx Xxxxxx Xxxxxxxx LLP, and (C) Downs Xxxxxxx Xxxxxx PLLC, each in form and substance reasonably satisfactory to the Agent; (i) The Agent shall have received certificates of good standing for each Loan Party from the related Purchase Price and Terms Letter together with the related Mortgage relevant Governmental Authority of such Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form Party’s jurisdiction of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller organization (to the extent requested by the Seller with respect to a specific sale of Mortgage Loanssuch concept exists in such jurisdiction); (vij) The Agent shall have received (i) a pro forma balance sheet of the Company and its Subsidiaries as of on or around November 30, 2022, adjusted to give effect to the refinancing transaction contemplated herein, and (ii) consolidated projections through the period ending December 31, 2025 (presented on a quarterly basis through December 31, 2023 and annually thereafter), consisting of a balance sheet, related Mortgage Loan Schedulestatements of income, one copy cash flow, and projected availability in form and substance satisfactory to the Agent and Lenders; (k) Since December 31, 2021, there has not occurred a Material Adverse Effect; (l) The Agent shall be satisfied with the results of its legal, tax, accounting, environmental, regulatory and business due diligence, including, without limitation, all know-your-customer inquiries; (m) The Borrowers shall have paid all expenses required to be attached paid or reimbursed to the Agent and the Lenders on the Closing Date. Furthermore, the Borrowers shall have paid all fees required to be paid on the Closing Date under the Fee Letter (including all fees payable to the Lenders under the agreements among them); (n) At least one (1) day prior to the Closing Date, the Borrower Representative shall have delivered to the Co-Collateral Agents a Borrowing Base Certificate for the period ended on or around November 30, 2022 in form and substance reasonably satisfactory to the Co-Collateral Agents which shall evidence that Excess Availability, after giving effect to the borrowing of any Loans on the Closing Date and the issuance of any Letters of Credit on the Closing Date, will not be less than $30,000,000; (o) The Agent shall have received copies of certificates of insurance of the Loan Parties; (p) The Loan Parties shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, at least three (3) Business Days prior to the Closing Date to the extent reasonably requested in writing at least five (5) days prior to the Closing Date; (q) The Agent shall have received at least three (3) Business Days prior to the Closing Date, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in respect of such Borrower; (r) The Borrower Representative shall have delivered to the Agent a customary Request Certificate or letter of credit request, as the case may, with respect to any borrowings or Letters of Credit requested to be made or issued on the Closing Date; (s) With respect to each counterpart Mortgaged Property, the Agent and each Lender shall have received all flood hazard determination certifications, acknowledgements and evidence of this Agreementflood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by Flood Insurance Laws and as otherwise reasonably required by the Agent or any Lender, and such flood-related documentation shall be reasonably acceptable to the Agent and each counterpart of the related Custodial AgreementLender; and (viit) an AssignmentSuch other items as may be reasonably required by the Agent or the Lenders. Without limiting the generality of the provisions of Section 9.2, Assumption and Recognition Agreementfor purposes of determining compliance with the conditions specified in this Section 3.1, in each Lender as of the form of Exhibit 2.05 hereto. (d) All Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other terms and conditions of this Agreement and matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Purchase Price and Terms Letter Agent shall have been complied with. Subject received written notice from such Lender prior to the foregoing conditions, Purchaser shall pay to Seller on each Funding Closing Date the applicable Purchase Price as provided hereinspecifying its objection thereto.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder shall be Lenders to make the Loan or to take, fulfill or perform any other action under this Agreement is subject to each of the following conditionsconditions precedent: (a) All Administrative Agent shall have received all of the representations and warranties following, each of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement which shall be true and correct originals unless otherwise specified, each properly executed by a Responsible Officer of each Loan Party that is party thereto, each dated as of the related Funding DateClosing Date and each in form and substance satisfactory to Administrative Agent and its legal counsel (unless otherwise specified or, and no event shall have occurred which, with notice or in the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals case of the following documents:date of any of the following, unless Administrative Agent otherwise agrees or directs): (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsNotes; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterpartsParent Guaranty; (iv) an Officers' Certificate, the Deed of Trust in a form acceptable for recordation in the form Official Records of Exhibit 9 heretoLos Angeles County, as originally executed (subject to amendments), including all attachments theretoCalifornia; (v) an Opinion proper financing statements in form appropriate for filing under the Uniform Commercial Code of Counsel all applicable jurisdictions, covering such portion of the Collateral (including fixtures) as Administrative Agent may deem necessary or desirable in order to perfect any Liens created under the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans)Collateral Documents; (vi) confirmation of the related Mortgage first priority of the UCC-1 financing statement that perfects Administrative Agent’s security interest in personal property; (vii) assurance from the Title Company that it is committed to issue its ALTA lender’s title insurance policy insuring the validity and priority of the Lien of the Deed of Trust, subject only to such exceptions as may be acceptable to Lender, in the amount of $48,600,000, and with such endorsements as to coverage (other than a survey endorsement) and reinsurance commitments as Administrative Agent may require; (viii) the Environmental Indemnity; (ix) a subordination and nondisturbance agreement executed by Parent, covering all leases of space in the Real Property to Parent; (x) estoppel certificates received by Borrower in accordance with the terms of the purchase and sale agreement pursuant to which Borrower acquired the Real Property; (xi) the Opinion of Counsel; (xii) such documentation as Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of each Loan ScheduleParty, one copy its qualification to engage in business in each jurisdiction in which it is engaged in business or required to be attached so qualified, its authority to each counterpart of this Agreementexecute, deliver and perform any Loan Documents to which it is a party, and the identity, authority and capacity of each Responsible Officer thereof authorized to each counterpart act on its behalf, including certified copies of charter documents and amendments thereto, bylaws and operating agreements and amendments thereto, certificates of good standing or qualification to engage in business, tax clearance certificates, certificates of corporate resolutions, incumbency certificates, certificates of Responsible Officers, and the like; (xiii) evidence that all actions necessary or, in the opinion of Administrative Agent, desirable to perfect and protect the Liens of the related Custodial AgreementCollateral Documents have been taken; (xiv) if Administrative Agent requires, an environmental questionnaire prepared and certified by Borrower and an environmental survey of the Real Property prepared by an environmental consultant satisfactory to Administrative Agent; (xv) evidence of the casualty, liability and other insurance coverage as required under this Agreement and Section 2.11 of the Deed of Trust; and (viixvi) an Assignmentsuch other assurances, Assumption certificates, documents, consents or opinions as Lender may reasonably require. (b) Borrower shall have paid the loan fee pursuant to Section 2.6, the agency fee pursuant to Section 2.7, and Recognition Agreementthe reasonable costs and expenses of Lender in connection with the negotiation, in preparation, execution and delivery of the form Loan Documents pursuant to Section 10.3. (c) Unless waived by Lender, Borrower shall have paid all fees, charges and disbursements of Exhibit 2.05 heretocounsel to Lender (directly to such counsel if requested by Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings; provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Lender. (d) All Borrower shall have deposited Cash in an amount not less than $300,000 into the Replacement Reserve. (e) The representations and warranties of Borrower contained in ARTICLE 3 shall be true and correct. (f) No circumstance or event shall have occurred that constitutes a Material Adverse Effect as of the Closing Date. (g) Borrower and any other Loan Parties shall be in compliance with all the terms and conditions provisions of this Agreement the Loan Documents, and the Purchase Price and Terms Letter no Default or Event of Default shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinoccurred and be continuing.

Conditions Precedent to Closing. Each purchase The Lender has entered into this Bond Purchase Agreement in reliance upon the Authority’s representations and agreements herein and the performance by the Authority of Mortgage Loans hereunder its obligations hereunder, both as of the date hereof and as of the date of Closing. The Lender’s obligations under this Bond Purchase Agreement are and shall be subject to each of the following further conditions: (a) All at the time of Closing, the Documents and the Bond shall have been duly executed and delivered by the parties thereto and shall be in full force and effect and the Documents and the Bond shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Lender, and the Authority and the County shall have duly adopted and there shall be in full force and effect such resolutions as, in the opinion of Sands Xxxxxxxx PC, Richmond, Virginia, Bond Counsel, shall be necessary in connection with the transactions contemplated hereby and thereby; (b) at the Closing, the Lender shall receive in addition to the Bond and the Documents, the following: (1) (A) the approving opinion, dated the date of Closing, in form and substance satisfactory to the Lender, of Bond Counsel (including an opinion that the Bond is “bank qualified”); and (B) the opinion of the County Attorney and of Authority Counsel, in the forms attached hereto as Exhibits B and C, with such changes in such opinion as Bond Counsel and the Lender shall approve; (2) Such additional legal opinions, certificates, proceedings, instruments, and other documents, as the Lender or Bond Counsel may reasonably request to evidence (A) compliance by the Authority with legal requirements relating to the issuance of the Bond, or the representations set forth in the Tax and Nonarbitrage Certificate, (B) the truth and accuracy, as of the date of Closing, of all representations herein contained, and (C) the due performance or satisfaction by the Authority and the County at or prior to such date of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Bond Purchase Agreement; and (3) Resolutions adopted by the Authority on October , 2022 (the "Resolution") and by the Board of Supervisors on October 11, 2022 (the "County Resolution"), each authorizing the appropriate actions for this financing as approved by Bond Counsel. (c) From the time that the parties have entered into this Bond Purchase Agreement and the date of Closing there shall has not been: (1) any material change in the financial condition of the County (2) any event, court decision, proposed law or rule, decision, or case effecting tax incidents of the Bond. (3) a national or international crisis materially affecting, in the Lender’s opinion, the market price of the Bond. (d) Evidence that the Lease, Ground Lease and Assignment Agreement have been recorded in the County land records. If the Authority shall be unable to satisfy the conditions to the Lender’s obligations contained in this Bond Purchase Agreement or if the Lender’s obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Authority, nor the Lender shall have any further obligations hereunder, except that (i) the representations and warranties of the Seller under Authority and the PHH GuideCounty set forth in Section 2 and Section 3, and of the Sellers and Purchaser under this Agreement shall be true and correct respectively, herein (as of the related Funding Date, date made) will continue in full force and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; effect; and (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals obligations of the following documents: (i) County to pay the related Purchase Price expenses and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), costs set forth in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoSection 6 shall continue. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder (a) It shall be subject a condition to each of Sellers' and Purchaser's obligations under this Agreement to proceed to Closing on any Property or JV Interest that each of the following conditionsis satisfied: (ai) All The Board of Trustees of Pennsylvania Real Estate Investment Trust ("PREIT") shall have approved the transactions contemplated by this Agreement. Sellers will advise Purchaser in writing of the Board's decision on or before March 7, 2003. (ii) (A) to the extent required by the loan documents, the holder of each existing mortgage or deed of trust on a Property including the Bond trustee (each, a "Mortgagee") and with respect to the Bonds, all other necessary parties, shall have consented in writing to the purchase of such Property or JV Interest by Purchaser under and subject to the existing mortgage or deed of trust and other loan documents, including the Bond Documents, without modification, and shall have delivered a consent agreement in form and substance reasonably satisfactory to Purchaser, which shall, among other things (unless such estoppel is waived by Purchaser), confirm the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under in this Agreement shall be true and correct with respect to such loans as of the related Funding Closing Date, such estoppel to be delivered whether or not required by the loan documents. For the purposes of this Section 8(a)(ii), a consent shall also include the matters referred to in clause (y) in the next following sentence unless waived by Purchaser. Sellers agree to request such Mortgagee to (x) extend any rights to transfer the applicable Property or JV Interest for the benefit of Purchaser, (y) to grant Purchaser the right to replace the manager of each Property with an affiliate of Xxxxxx Properties, Ltd., and no event (z) to agree that notwithstanding anything to the contrary contained in the loan documents, without lender consent and without triggering a due on sale requirement or a default, either partner of the new borrower or any nominee under its control may acquire the Property or JV Interest, as applicable (or the beneficial interests in such Property or JV Interest) pursuant to the buy-sell provisions contained in the new borrower's joint venture agreement, but Closing shall not be conditioned on any such Mortgagee agreeing to the request set forth in clause (z) of this sentence. Purchaser agrees to pay any assumption fees (x) called for under the applicable loan documents or (y) required by a Mortgagee as a condition to its consent where the loan document does not permit a sale of the related Property or JV Interest subject to such mortgage; provided, however, Purchaser shall not in either case be required to pay any assumption fees which exceed 1% of the outstanding principal balance of the loan, or in the case of subpart (y) of this Section 8(a)(ii), be required to pay any costs that are unreasonable and/or not customarily paid by purchasers; and (B) each Mortgagee shall have occurred whichdelivered to each Seller and/or to PREIT a release of any guaranty or indemnification agreements executed by such Seller, with notice PREIT or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller affiliate thereof with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Scheduleloan if required pursuant to the existing loan documents provided that if the same is not delivered, one copy to such condition shall be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreementsatisfied if Purchaser, in the form of Exhibit 2.05 hereto. (d) All other terms its sole discretion, delivers on indemnity for liability under such documents accruing after Closing. Seller and conditions of this Agreement Purchaser agree to cooperate to obtain such consents and the Purchase Price and Terms Letter shall have been complied with. Subject releases, subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinallocation of costs set forth in Section 3(i).

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject As a condition precedent to each of the following conditions: (a) All of the representations and warranties of the Seller under the PHH GuideClosing, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event Company shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit delivered to the Purchaser fully executed originals of Bank the following documents: (ia) this AgreementThis Agreement and the Term Note, in four counterpartsduly executed by the Company; (iib) the Custodial AgreementThe Collateral Assignment, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped duly executed by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan ScheduleCompany; (c) A fully executed copy of the Lending Agreement; (d) The closing Collateral Pledge Agreement, duly executed by the Company, together with the applicable Bank Stock, and Stock Powers (executed in blank); (e) The Guaranty, duly executed by the Guarantor, together with the applicable Collateral Pledge Agreement, the applicable Bank Stock, and Stock Powers (executed in blank); (f) Fully executed copies of all other documents required under this Agreement and any of the other documents executed in connection herewith, including, without limitation, the Collateral Assignment; (g) Certified copies of the Bylaws of the Company and Guarantor, and of each resolution of the Company's and Guarantor's respective Boards of Directors duly authorizing the execution and delivery of the applicable loan documents and the Company's and Guarantor's performance hereunder and thereunder; (h) Certificates of Good Standing, dated not more than thirty (30) days prior to the date of this Agreement, for the Mortgage Loans Company from the Kansas Secretary of State, and the Guarantor from the Nebraska Secretary of State, and, if specifically requested by Bank, from the Secretary of State for each other jurisdiction where the nature of Company's or Guarantor's respective businesses requires it to be purchased on each Funding Date shall consist of fully executed originals of the following documents:qualified as a foreign corporation; (i) An opinion of counsel for Company dated the related Purchase Price Closing Date, in form and Terms Letter together with substance satisfactory to Bank, substantially to the related Mortgage Loan Schedule; effect that (i) Company is a corporation duly organized and existing and in good standing under the laws of the State of Kansas; (ii) Company has adequate corporate power and authority to enter into and perform this Agreement and the Term Note; (iii) that this Agreement, the Term Note, the Collateral Assignment and the Collateral Pledge Agreement have been duly authorized, executed and delivered by Company and are legal, valid and binding instruments enforceable against the Company in accordance with their respective terms, except as originally executed (subject to amendments)may be limited by laws of receivership, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; insolvency and bankruptcy; (iv) an Officers' Certificatethat the Plan complies with all federal and state laws and regulations, in including, without limitation, the form of Exhibit 9 heretoCode and ERISA, as originally executed (subject to amendments), including all attachments thereto; and regulations promulgated thereunder; and (v) an Opinion the Plan is qualified under Section 401(a) of Counsel to the Seller (to Code, the extent requested by Trust is exempt from tax under Section 501(a) of the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this AgreementCode, and to each counterpart the consummation of the related Custodial Agreementtransactions under this Agreement and the Lending Agreement will not constitute a prohibited transaction; and (viij) an AssignmentAny other documents, Assumption instruments and Recognition Agreement, reports as Bank shall reasonably request. Company shall be solely responsible for all costs incurred by it and/or Bank in the form connection with satisfying any of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinrequirements.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage each of the Lenders to undertake its respective Revolving Loan Commitment and to make the initial Advance of the Loans hereunder shall be is subject to the prior fulfillment of each of the following conditions: (a) The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Arrangers and their counsel and to the Majority Lenders: (i) this duly executed Agreement; (ii) the duly executed Notes; (iii) the duly executed Borrower Security Agreement, together with evidence of the filing of appropriate UCC-1 financing statements forms; (iv) the duly executed Borrower's Pledge Agreement, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (v) a loan certificate of each Borrower, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Borrower, which loan certificate shall be in substantially the form of EXHIBIT N attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) true, complete and correct copies of the Constituent Documents of such Borrower, (B) a true, complete and correct copy of the Consulting Agreement, (C) a copy of the partnership resolutions of such Borrower, authorizing such Borrower with respect to the borrowing hereunder and the execution, delivery and performance by such Borrower of this Agreement and the other Loan Documents to which it is a party, and (D) certificates of existence for such Borrower issued by the Secretary of State or similar state official for the State of New York and for each state in which such Borrower is, or is required to be, qualified to do business; (vi) the duly executed Partnership Pledge Agreement, together with evidence of the filing of appropriate UCC-1 financing statement forms; (vii) a loan certificate of each RMG Partner, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such RMG Partner, which loan certificate shall be in substantially the form of EXHIBIT O attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of such RMG Partner, certified by the Secretary of State of such RMG Partner's incorporation, (B) a true, complete and correct copy of the bylaws of such RMG Partner, (C) a copy of the resolutions of the board of directors of such RMG Partner, authorizing such RMG Partner with respect to the execution, delivery and performance by such RMG Partner of the Loan Documents to which it is a party, and (D) certificates of existence for such RMG Partner issued by the Secretary of State or similar state official for the State of such RMG Partner's incorporation, and for each state in which such RMG Partner is, or is required to be, qualified to do business; 50 (viii) a loan certificate of RMHI, including a certificate of incumbency with respect to the signature of each Authorized Signatory of RMHI, which loan certificate shall be in substantially the form of EXHIBIT P attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation of RMHI, certified by the Secretary of State of Delaware, (B) a true, complete and correct copy of the bylaws of RMHI, (C) a copy of the resolutions of the board of directors of RMHI, authorizing RMHI with respect to the execution, delivery and performance by RMHI of the Loan Documents to which it is a party, and (D) certificates of existence for RMHI issued by the Secretary of State or similar state official for the State of Delaware and for each state in which RMHI is, or is required to be, qualified to do business; (ix) the duly executed Subsidiary Pledge Agreement from each Guarantor which has one or more Subsidiaries, together with appropriate original securities certificates and undated securities powers with respect thereto executed in blank and evidence of the filing of appropriate UCC-1 financing statement forms; (x) the duly executed Subsidiary Security Agreement from each Guarantor, together with evidence of the filing appropriate UCC-1 financing statement forms; (xi) a certificate of each Guarantor, including a certificate of incumbency with respect to the signature of each Authorized Signatory of such Subsidiary, which loan certificate shall be in substantially the form of EXHIBIT Q attached hereto, together with appropriate attachments which shall include, without limitation, the following items: (A) a true, complete and correct copy of the articles of incorporation, certificate of limited partnership or certificate of organization of such Guarantor, certified by the Secretary of State of such Guarantor's organization, (B) a true, complete and correct copy of by-laws, partnership agreement or limited liability company or operating agreement of such Guarantor, (C) a copy of the resolutions of the board of directors, or other appropriate entity, of such Guarantor, authorizing such Guarantor with respect to the execution, delivery and performance by such Guarantor of this Agreement and the other Loan Documents to which it is a party, (D) certificates of existence for such Guarantor issued by the Secretary of State or similar state official for the state of such Guarantor's organization and for each state in which such Guarantor is, or is required to be, qualified to do business, and (E) a true, complete and correct copy of any agreement in effect with respect to the voting rights, ownership interests or management of such Guarantor; (xii) the duly executed Trademark Security Agreement, together with an appropriate filing coversheet and evidence of the filing of appropriate UCC-1 financing statement forms; (xiii) the duly executed Fee Letters, together with evidence of receipt of all fees due on the Agreement Date from the Borrowers to the Credit Parties in accordance therewith; (xiv) opinions of counsel to the Borrowers, RMHI, the RMG Partners and the Guarantors addressed to each Credit Party and in form and substance satisfactory to the Arrangers and their counsel; (xv) a copy of the organizational chart of the Borrowers and their respective Subsidiaries; (xvi) a copy of (A) the audited combined balance sheets and income statements for the MGM Companies and (B) the unaudited combining balance sheets and income statements for the MGM Companies, in each case for the year ended December 31, 2000, and a copy of the unaudited combined balance sheets and income statements for the MGM Companies for the quarter ended September 30, 2001; (xvii) the duly executed Subordination of Fees Agreement and the duly executed Subordination of Tax Liabilities Agreement; and (xviii) copies of insurance binders or certificates covering the assets of the Borrower Parties, and otherwise meeting the requirements of, and to the extent required by, Section 6.5 hereof. (b) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser Borrowers under this Agreement shall be true and correct as in all material respects, and the Administrative Agent shall have received a certificate of an Authorized Signatory of each of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Borrowers so stating. (c) The closing documents for No litigation shall have been commenced against any of the Mortgage Loans Borrower Parties since December 31, 2000, which, if such litigation could reasonably be expected to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreementdetermined adversely to such Borrower Parties, as originally executed (subject could reasonably be expected to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to have a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoMaterially Adverse Effect. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter There shall have been complied with. Subject no material adverse change in the business, assets or financial condition of the Borrower Parties from that reflected in the audited financial statements, provided pursuant to Section 4.1(a)(xvi) hereof. (e) The Arrangers shall have received the results of lien searches against each of the Borrower Parties from all applicable jurisdictions which shall be reasonably satisfactory to them and their counsel. (f) The Administrative Agent shall have received a certificate of an Authorized Signatory of each of the Borrowers demonstrating, on a pro forma basis, as of the Agreement Date, that the Leverage Ratio calculated as of the Agreement Date, 52 based on Annualized Cash Flow as of the last day of the fiscal quarter ending September 30, 2001, and Total Debt after giving effect to the foregoing conditionsinitial Advance of the Loans hereunder, Purchaser shall pay is less than or equal to Seller on each Funding Date the applicable Purchase Price as provided herein2.00 to 1.00.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans hereunder the Closing Date shall be subject to the conditions precedent that (i) the SPV or the Originators shall have paid in full (A) all amounts required to be paid by each of them on or prior to the Closing Date pursuant to the Fee Letters and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, (ii) satisfactory completion by the Agent of its due diligence process, and (iii) each Managing Agent shall have received, for itself and each of the Investors in its Investor Group, an original (unless otherwise indicated) of each of the following conditionsdocuments, each in form and substance reasonably satisfactory to each Managing Agent: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully A duly executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, the First Tier Agreement, the applicable Fee Letter and to each counterpart of the related Custodial Agreement; andother Transaction Documents executed by the Originators, the SPV, Colliers or the Servicer, as applicable. (viib) an AssignmentAcknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1) naming the SPV, Assumption and Recognition Agreementas debtor, in favor of the form Agent, as secured party, for the benefit of Exhibit 2.05 heretothe Secured Parties or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all assets (including, for the avoidance of doubt, in all Receivables and the other Affected Assets), and the SPV hereby authorizes the Agent to file the same. (c) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), naming the Initial Originator, as the debtor, in favor of the SPV, as assignor secured party, and the Agent, for the benefit of the Secured Parties, as assignee secured party, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets, and the Initial Originator and the SPV hereby authorize the Agent to file the same. (d) All Copies (or binding authorization to file same) of proper financing statements (Form UCC-3) necessary to terminate all security interests and other terms and conditions rights of this Agreement any Person in Receivables or the other Affected Assets previously granted by the Initial Originator and the Purchase Price SPV. (e) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near the Closing Date listing all effective financing statements which name the SPV or the Initial Originator as debtor and Terms Letter shall which are filed in jurisdictions in which the filings were made pursuant to clauses (b) or (c) above and such other jurisdictions where the Agent may reasonably request, together with copies of such financing statements, and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions. (f) An electronic file identifying all Receivables and the Unpaid Balances thereon and such other information with respect to the Receivables as any Managing Agent may reasonably request. (g) Satisfactory results of a review and agreed upon procedures audit of the SPV’s, Colliers’ and the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement. (h) Evidence satisfactory to the Agent that the conditions precedent in Section 5.1 of the CF Transfer Agreement have been complied with. Subject to fulfilled. (i) Such other approvals, documents, instruments, certificates and opinions as the foregoing conditionsAgent, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinany Managing Agent or any Investor may reasonably request.

Conditions Precedent to Closing. Each purchase The obligation of Mortgage Loans hereunder the Investor to pay the Investment Amount to Product Sub on the Closing Date shall be subject to each the fulfillment, to the sole satisfaction of the Investor, of all of the following conditionsconditions precedent in addition to the conditions specified in Section 2.01: (a) All Investor shall have received on or before the Closing Date an executed copy of: (i) a certificate of each of Product Sub and the representations Company, executed respectively by a Senior Officer thereof, dated the Closing Date, substantially in the form of Exhibit F hereto; (ii) an executed copy of an opinion of Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to Product Sub and warranties the Company, dated the Closing Date in form and substance reasonably satisfactory to the Investor. (b) Product Sub and the Company shall each have delivered to the Investor a certificate, dated the Closing Date, of a Senior Officer (the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement statements in which shall be true and correct on and as of the related Funding Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: ): (i) this Agreementattaching copies, in four counterparts; certified by such officer as true and complete, of such party’s certificate of incorporation or other organizational documents (together with any and all amendments thereto) certified by the appropriate Governmental Authority as being true, correct and complete copies; (ii) attaching copies, certified by such officer as true and complete, of resolutions of the Custodial AgreementBoard of Directors (or similar governing body) of such party authorizing and approving the execution, in four counterparts; delivery and performance by such party of the Transaction Documents to which it is a party and the transactions contemplated herein and therein; (iii) an Officers' Certificate, in setting forth the form incumbency of Exhibit 9 heretothe officer of such party who executed and delivered such Transaction Documents, including all attachments thereto; therein a signature specimen of each such officer; and (iv) an Opinion attaching copies, certified by such officer as true and complete, of Counsel to certificates of the Seller; (v) appropriate Governmental Authority of the jurisdiction of formation, stating that such party was in good standing under the laws of such jurisdiction as of a certificate or other evidence date within five Business Days of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;Closing Date. (c) The closing documents for This Agreement and the Mortgage Loans other Transaction Documents shall have been executed and delivered to the Investor by each party thereto (other than the Investor), and Product Sub shall have delivered, or caused to be purchased on each Funding Date shall consist of fully executed originals of delivered, such other documents as the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments)Investor reasonably requested, in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments)each case, in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel and substance satisfactory to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoInvestor. (d) All Product Sub shall have delivered to the Investor certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date (in no event more than five Business Days prior) listing all effective financing statements, lien notices or comparable documents that name Product Sub as debtor and that are filed in those state and county jurisdictions in which Product Sub is organized or maintains its principal place of business. USActive 42004257.15 -32- (e) The Investor shall have received all UCC financing statements in appropriate form for filing under the UCC, and all other terms certificates, agreements, instruments, filings, recordings and conditions of this Agreement other actions, including recordations in the United States Patent and Trademark Office and the Purchase Price United States Copyright Office that are necessary or reasonably requested by the Investor in order to establish, protect, preserve and Terms Letter perfect the security interest in the assets of Product Sub constituting Collateral as provided in the Security Agreement as a valid and perfected first priority security interest with respect to such assets shall have been complied with. Subject duly effected (or arrangements therefor satisfactory to the foregoing conditionsInvestor shall have been made). (f) The Investor shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Purchaser shall pay to Seller on each Funding Date including without limitation, the applicable Purchase Price as provided hereinPatriot Act, including and the information described in Section 12.17.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject (a) Buyer’s obligation to each consummate the Contemplated Transactions is expressly conditioned on the occurrence of the following conditions: (a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documentsconditions precedent: (i) this AgreementAll of the employees of Seller who have been interviewed and offered employment by Buyer pursuant to Section 5 below, in four counterparts;or a subset thereof satisfactory to Buyer, shall have accepted employment with Buyer at salaries, and upon terms and conditions (including covenants relating to competition with Buyer) acceptable to Buyer. (ii) Buyer shall have had adequate opportunity to review and evaluate the Custodial Agreementdocuments referred to in Sections 3.3(b), 3.3(f) and 5 below, the Licenses, the Maintenance Obligations, and the Escrow Documents, and any other documents referred to in four counterpartsthe Schedules, and Seller shall have provided Buyer with such additional available information relating thereto as Buyer may have reasonably requested; (iii) an Officers' CertificateBuyer shall have approved the terms of the documents referred to in Sections 3.3(b), in 3.3(f) and 5 below and of all existing Licenses, Maintenance Obligations and Escrow Documents, and shall have approved the form of Exhibit 9 heretoany proposed new Escrow Documents needed to fulfill any obligations of Seller to enter into Escrow Documents. In considering approval of any new Escrow Documents, including all attachments thereto;Buyer shall be entitled to require that Buyer be named as an express third-party beneficiary thereof. (iv) an Opinion The representations and warranties of Counsel Seller herein shall be true as of the Closing Date, and Seller shall have complied with all its obligations accruing hereunder prior to the Seller;Closing Date. (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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;This Agreement shall not have been terminated. (vib) Seller’s obligation to consummate the related Purchase Price and Terms Letter, together with Contemplated Transactions is expressly conditioned on the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals occurrence of the following documentsconditions precedent: (i) Buyer shall have offered employment to at least seven (7) of the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule;employees of Seller interviewed pursuant to Section 5. (ii) this AgreementThe representations and warranties of Buyer herein shall be true as of the Closing Date, as originally executed (subject and Buyer shall have complied with all its obligations accruing hereunder prior to amendments), in four counterparts;the Closing Date. (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this This Agreement and the Purchase Price and Terms Letter shall not have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided hereinterminated.

Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder Section 15.01. (a) Purchaser’s obligations to close title under this Agreement on the Closing Date shall be subject to each the satisfaction of the following conditionsconditions precedent on or prior to the Closing Date: (ai) All all of the Seller’s representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under made in this Agreement shall be true and correct in all material respects as of the related Funding DateEffective Date of this Agreement and, with respect to the Closing Date Representations, as of the Closing Date (except if and to the extent such representations and warranties speak as of an earlier date, then they shall be true in all material respects as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than Thirty Thousand and 00/100 Dollars ($30,000.00) (the “Basket Amount”). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser’s Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller’s liability hereunder, and Purchaser’s credit on account thereof, exceed Sixty Thousand and 00/100 Dollars ($120,000.00) (the “Maximum Credit Amount”). If the aggregate amount of any credits which Purchaser would otherwise be entitled to receive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, then Purchaser shall have occurred which, with notice or the passage of time, would constitute an Event of Default under right to terminate this Agreement and receive the return of the Downpayment (in which event neither party shall have any obligations or under the PHH Guide; liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if Seller elects (b) On or before the each Funding Date, the it being acknowledged that Seller shall submit have the right but not the obligation to make such election) to grant a credit to Purchaser at Closing in the aggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser fully executed originals has incurred any Loss or Losses as a result of the following documents: (i) any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to the disputed amount (up to the Maximum Credit Amount) shall be held in four counterparts;escrow by the Escrow Agent pending resolution of the dispute. (ii) the Custodial AgreementSeller shall have performed, in four counterparts; (iii) an Officers' Certificateall material respects, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel obligations and agreements undertaken by it herein to be performed on or prior to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoClosing Date. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The Closing Date of Mortgage Loans hereunder shall be this Amendment is subject to each of the following conditions: 7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower; 7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2; 7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (aincluding reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) All incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable; 7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions; 7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and 7.6 the fact that the representations and warranties of the Seller under the PHH Guide, Borrower and each Guarantor contained in Article 5 of the Sellers Credit Agreement and Purchaser under Section 8 of this Agreement Amendment shall be true true, correct and correct complete in all material respects on and as of the related Funding Date, Closing Date as if made on and no event shall have occurred which, with notice or the passage as of time, would constitute an Event of Default under this Agreement or under the PHH Guide; (b) On or before the each Funding Date, the Seller shall submit such date unless stated to the Purchaser fully executed originals of the following documents: (i) this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect relate to a specific sale of Mortgage Loans); earlier date (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, in which case such representations and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto. (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter warranties shall have been complied with. Subject to the foregoing conditionstrue, Purchaser shall pay to Seller correct and complete in all material respects on each Funding Date the applicable Purchase Price and as provided hereinof such earlier date).

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section 9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s counsel, of each of the following conditions:documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent. (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the representations other Transaction Documents executed by the Originators, the SPV and warranties of the Seller under the PHH GuideMaster Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On or before A certificate, substantially in the each Funding Dateform of Exhibit G, the Seller shall submit to the Purchaser fully executed originals of the following documentssecretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) this Agreementthe articles of incorporation, in four counterpartscharter or other organizing document (including a limited liability company agreement, if applicable) of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the SPV; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and (iv) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate, substantially in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals H of the following documentssecretary or assistant secretary of each Originator and the Master Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things: (i) the related Purchase Price and Terms Letter together with articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such Originator or Master Servicer (certified by the related Mortgage Loan ScheduleSecretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) this Agreement, as originally executed (subject to amendments), in four counterpartsthe by-laws of such Originator or the Master Servicer; (iii) resolutions of the Custodial board of directors or other governing body of such Originator or the Master Servicer authorizing the execution, delivery and performance by it of this Agreement, as originally executed the First Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (subject to amendments)including shareholder consents) and government approvals, in four counterparts;if any; and (iv) an Officers' Certificatethe incumbency, in authority and signature of each officer of such Originator or the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to Master Servicer executing the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretoTransaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf. (d) All A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other terms and conditions similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the Purchase Price other Transaction Documents, in each case, dated as of a recent date. (e) A good standing certificate for each Originator and Terms Letter shall have been complied with. Subject the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the foregoing conditionstransactions contemplated by this Agreement and the other Transaction Documents, Purchaser in each case, dated as of a recent date. (f) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (g) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets. (h) Acknowledgment copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Originator, as the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV. (j) Copies of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by any Originator. (k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts. (l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts. (m) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, (i) special counsel to the SPV, the Master Servicer and the Originators, substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of Davies, Ward, Xxxxxxxx & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form set forth in Exhibit I-3, and (iii) a favorable opinion of Xxxxxx X. Xxxxxxx, counsel to the SPV, the Master Servicer and certain Originators substantially in the form set forth in Exhibit I-1. (n) A favorable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel to the SPV, the Master Servicer and the Originators, covering certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s counsel and each Funding Date Agent. (o) A listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of March 2, 2001 and such other information as the Administrative Agent may reasonably request. (p) Satisfactory results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters. (q) A Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to the initial Investment. (r) Evidence of the appointment of Arrow as agent for process as required by Section 11.4(c). (s) Evidence that each of the Collection Account and the Funding Account required to be established hereunder has been established. (t) To the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable Purchase Price rating agencies confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper. (u) Such other approvals, documents, instruments, certificates and opinions as provided hereinthe Administrative Agent, any Funding Agent or any Investor, may reasonably request.

Conditions Precedent to Closing. Each purchase (a) The obligation of Mortgage Loans hereunder the Parties to Close shall be subject to the satisfaction, on or before the Closing Date, of each and all of the following conditionsconditions precedent (the “Conditions Precedent”), any of which may be waived in writing by the Party in whose favor such Condition Precedent shall be satisfied, or by the mutual written agreement of the Parties: (ai) All of the The representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under both Parties set forth in this Agreement shall be true and correct as of the related Funding Closing Date, except for those that expressly refer to another date, in which case shall be true and no event correct as of that other date. (ii) The consent, authorization and approval of the Grantor (collectively, the “Authorizations of the Grantor”) have been obtained, as granting entities of the Aeroriente Concession Agreement, for the purchase of the Shares and the Additional Shares by Purchaser, under the understanding that Sellers undertake to make their best commercially reasonable efforts in order for Purchaser to obtain such approval and for Sellers to obtain the Authorization of the Banks (as defined below). (iii) The necessary authorizations have been obtained from the banks financing the Aeroriente Project, pursuant to the provisions set forth in the syndicated loan agreement entered into between Aeroriente and the Creditors (as said term is defined in such agreement) dated May 13, 2015, as amended from time to time (the “Authorization of the Banks”). (iv) The Closing (as such term is defined in the respective agreements) under (A) the Airplan Share Purchase Agreements and (B) Olimpica Share Purchase Agreement in Respect of Aeroriente, shall occur concurrently with the Closing under this Agreement. (v) On the date and time of the Closing, one of the following events shall have occurred whichoccurred: (1) the corporate bylaws of Aeroriente shall have been amended so as to remove therefrom the preemptive right in the negotiation of shares in respect of any transfer of Aeroriente shares in favor of Purchaser or (2) all owners of Aeroriente shares other than the Shares and the Additional Shares shall have waived their preemptive right in the negotiation of shares contained in the corporate bylaws of Aeroriente in favor of the acquisition of the Shares and the Additional Shares by Purchaser. For such purpose, with notice Sellers undertake to adopt all necessary measures within the scope of their rights as shareholders of Aeroriente, to cause the above amendment to the bylaws to be adopted on the date and time of the Closing, or to request from the passage other shareholders the above waiver to their preemptive right in the negotiation of time, would constitute an Event of Default under this Agreement or under the PHH Guide;shares. (b) On or before In the each Funding Dateevent that, for any reason, any Authorization of the Grantor of the Aeroriente Concessionaire Agreement and/or the Authorization of the Banks for the acquisition of the Shares and the Additional Shares are not obtained, the Seller Parties shall submit negotiate in good faith and make their best efforts to determine the Purchaser fully executed originals of terms and conditions under which the following documents: (i) Transaction will be consummated, provided that this Agreement, in four counterparts; (ii) the Custodial Agreement, in four counterparts; (iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto; (iv) an Opinion of Counsel to the Seller; (v) a certificate or other evidence of merger or change of name, signed or stamped by is permitted under the applicable regulatory authority, if any, which states that law and 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; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Aeroriente Concession Agreement, and to each counterpart that the Parties reach a mutually satisfactory agreement without exceeding the term of one (1) month as from the date in which the deed that definitely rejects any of the related Custodial Agreement; and above authorizations is received (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto“Term”). (d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.

Conditions Precedent to Closing. Each purchase The occurrence of Mortgage Loans the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.5 and invoiced prior to the Closing Date, and (ii) the Facility Agent shall have received, for itself and each of the following conditionsAdministrators and Lenders and the Facility Agent’s counsel, each of the following, each in form and substance satisfactory to the Facility Agent: (a) All A duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter, the Backup Servicer Fee Letter, the Custodial Agreement, and each of the representations and warranties of other Transaction Documents executed by the Seller under Originator, the PHH GuideSPV, the Servicer, the Backup Servicer, and of the Sellers and Purchaser under this Agreement shall be true and correct Custodian, as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;applicable. (b) On A certificate of the secretary or before assistant secretary of the each Funding DateSPV, the Seller shall submit in form and substance satisfactory to the Purchaser fully executed originals Facility Agent, certifying and (in the case of the following documentsclauses (i) and (ii)) attaching as exhibits thereto, among other things: (i) the limited liability company agreement and certificate of formation or other formation document of the SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder and all other documents evidencing necessary limited liability company action (including shareholder consents) and government approvals, if any; and (iii) the incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV. (c) A certificate of the secretary or assistant secretary of the Originator and the Servicer, in four counterpartsform and substance satisfactory to the Facility Agent, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things: (i) the articles of incorporation, charter or other organizing document of the Originator and the Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or organization, as applicable, as of a recent date); (ii) the Custodial Agreement, in four counterpartsby-laws of the Originator and the Servicer; (iii) an Officers' Certificateresolutions of the board of directors or other governing body of the Originator and the Servicer authorizing the execution, in delivery and performance by it of this Agreement, as applicable, the form of Exhibit 9 heretoFirst Tier Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, including all attachments thereto;if any; and (iv) an Opinion the incumbency, authority and signature of Counsel to each officer of the Seller; (v) a certificate Originator and the Servicer executing the Transaction Documents or any certificates or other evidence of merger documents delivered hereunder or change of name, signed or stamped by the applicable regulatory authority, if any, which states that 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 thereunder on its present name, if applicable; (vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule; (c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents: (i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule; (ii) this Agreement, as originally executed (subject to amendments), in four counterparts; (iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts; (iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto; (v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans); (vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and (vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 heretobehalf. (d) All other terms and conditions A good standing certificate for the SPV issued by the Secretary of this Agreement State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, dated as of a recent date. (e) A good standing certificate for each of the Originator and the Purchase Price Servicer issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and Terms Letter shall have been complied with. Subject principal place of business, dated as of a recent date. (f) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the foregoing conditionsFacility Agent, Purchaser to be filed on or before the Closing Date naming the SPV, as debtor, in favor of the Facility Agent, as secured party, for the benefit of the Lenders or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the Facility Agent’s security interest in all Pool Receivables and the other Affected Assets. (g) Copies of proper financing statements (Form UCC-1), in form and substance satisfactory to the Facility Agent, to be filed on or before the Closing Date naming the Originator as the debtor, in favor of the SPV, as secured party, and the Facility Agent, for the benefit of the Lenders, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Facility Agent desirable under the UCC of all appropriate jurisdictions or any comparable Law to perfect the SPV’s interest in all Pool Receivables and the other Affected Assets. (h) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the SPV. (i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the Closing Date necessary to terminate all security interests and other rights of any Person in Pool Receivables or the other Affected Assets previously granted by the Originator. (j) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Facility Agent) dated a date reasonably near the date of the initial Borrowing Date listing all effective financing statements which name the SPV or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Facility Agent may reasonably request together with copies of such financing statements (none of which shall pay cover any Pool Receivables, other Affected Assets or Contracts), and similar search reports with respect to Seller federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no effective liens on each Funding Date any of the applicable Purchase Price as provided hereinPool Receivables, other Affected Assets or related Contracts. (k) Favorable opinions of Xxxxx & Xxx Xxxxx PLLC special counsel to the SPV, the Servicer and the Originator, covering certain corporate, UCC, bankruptcy and insolvency matters, in form and substance reasonably satisfactory to the Facility Agent and Facility Agent’s counsel.