Common use of Conditions to Obligations Clause in Contracts

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. The following conditions must be satisfied (or waived by Parent) prior to the Parties becoming obligated to complete the Distribution: (a) The obligations Final approval of the parties hereto to consummate Distribution shall have been given by the Distribution are subject to the satisfaction or waiver, as determined by Sun Board of Directors of Parent in its sole discretion, of each . (b) The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the following conditions: United States (iand any comparable laws under any foreign jurisdictions) Sun’s stockholders shall have approved in connection with the Distribution (including, if applicable, any actions and adopted filings relating to the agreement and plan of merger to implement the REIT Conversion Merger; (iiInformation Statement) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;taken and, where applicable, have become effective or been accepted. (iiic) New Sun’s listing application with The Spinco Common Stock to be issued in the NASDAQ Distribution shall have been approvedaccepted for listing on the New York Stock Exchange, Inc., subject to official notice of issuance;. (ivd) no stop order No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the completion of the Separation, the Contribution or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;effect. (ve) no stop order shall be A private letter ruling from the Internal Revenue Service, in effect with respect form and substance satisfactory to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunParent, New Sun and Sabra shall have obtained all material authorizationsbeen obtained, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agenciesshall continue in effect, to complete the Distribution and REIT Conversion Merger; (vii) effect that no preliminary gain or permanent injunction loss will be recognized by Parent, Spinco, or other order, decree Parent’s or ruling issued by Spinco’s shareholders for federal income tax purposes as a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation result of the Distribution or the REIT Conversion Merger;Contribution. (viiif) All required consents and approvals in connection with the Financing Transactions transactions contemplated hereby shall have been consummatedreceived or provided, and all except where the failure to obtain such consents or approvals would not have a material consents, waivers or amendments adverse effect on either (A) the ability of the parties to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) complete the transactions contemplated by this Agreement and the Ancillary Agreements shall have been executed or (B) the business, assets, liabilities, financial condition or results of operations of Spinco and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedits subsidiaries, taken as a whole. (bg) The foregoing conditions are for the sole benefit of Sun and This Agreement shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusivehave been terminated.

Conditions to Obligations. (a) of Each Party to Effect the Merger. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Merger shall be subject to the satisfaction fulfillment or waiver, as determined waiver by Sun in its sole discretion, the Board of Directors of the waiving party (subject to applicable law) at or prior to the Effective Date of each of the following conditions: (ia) Sun’s stockholders Shared Technologies' shareholders shall have duly approved the Distribution and adopted the agreement Merger, this Agreement and plan any other transactions contemplated hereby which require the approval of merger to implement the REIT Conversion Mergersuch shareholders by law as required by applicable law; (iib) any waiting period (and any extension thereof) applicable to the Corporate Restructuring Transactions as set forth on Exhibit A consummation of the Merger under the HSR Act shall have expired or been completedterminated; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (ivc) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation regulation, executive order, injunction, stay, decree or executive restraining order shall have been enacted, entered, promulgated or enacted enforced by any Governmental Authority, shall be in effect preventing court of competent jurisdiction or governmental or regula- tory authority or instrumentality that prohibits the con- summation of the Merger or the transactions contemplated hereby; (d) all necessary consents and approvals of any United States or any other governmental authority or any other third party required for the consummation of the Distribution transactions contemplated by this Agreement shall have been obtained except for such consents and approvals the failure to obtain which individually or in the REIT Conversion Mergeraggregate would not have a material adverse effect on the Surviving Corporation and any waiting period applicable to the con- summation of the Merger under the HSR Act shall have expired or been terminated; (viiie) each of the Financing Transactions transactions set forth on the attached Schedule 9.1 shall have been consummated; (f) the parties shall have received the written opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corpo- ration or another investment banking firm of nationally recognized standing selected by Fairchild that the fair market value of the Preferred Stock is at least equal to the positive difference between $47.5 million and all material consents, waivers or amendments the value of the Shared Technologies Common Stock to any mortgage indebtedness be received as Merger Consideration (based upon the closing price thereof on the date preceding the Effective Time); and (g) Xxx X. Xxxxx shall have been obtained, in each case, offered an employ- ment agreement on terms satisfactory to Sun; (ix) this Agreement both Fairchild and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedShared Technologies. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiversatisfaction, as determined by Sun Monsanto in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The Distribution shall have been approved by the Distribution and adopted holders of a majority of the agreement and plan shares of merger to implement Monsanto Common Stock present in person or by proxy at the REIT Conversion MergerSpecial Meeting; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Monsanto Certificate Amendment shall have been completedapproved by the holders of a majority of the outstanding shares of Monsanto Common Stock; (iii3) New Sun’s listing application with the NASDAQ The transactions contemplated by Sections 2.01, 2.02, 2.05 and 2.06 shall have been approvedconsummated and the transactions contemplated by Section 2.03 shall have been consummated in all material respects; (4) The Chemicals Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (iv5) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v6) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all All material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Monsanto Business or the Chemicals Business, (B) the Assets, results of operations or financial condition of the Monsanto Group or the Chemicals Group, in each case taken as a whole, or (C) the ability of Monsanto or Chemicals to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Merger;all statutory requirements for such valid consummation shall have been fulfilled. (vii7) no No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion MergerDistribution; (viii8) The Financing Facility shall be in place and all conditions to borrowing thereunder (other than any conditions concerning consummation of the Distribution and the transfers of assets and liabilities described hereunder) the Financing Transactions shall have been consummatedsatisfied, and all material necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Monsanto Group or the Chemicals Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Monsanto and to the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking extent necessary to restrain permit the Distribution to be consummated without any material breach of the terms of such agreement, security or the REIT Conversion Merger shall be pending or threatenedfacility; and (xi9) all other conditions required to complete the REIT Conversion Merger Monsanto shall have been satisfied or waivedreceived a ruling from the Internal Revenue Service that the Distribution is tax-free for federal income tax purposes, and such ruling shall be in form and substance satisfactory to Monsanto in its sole discretion. (b) The foregoing conditions are for the sole benefit of Sun Monsanto and shall not give rise to any duty on the part of Sun Monsanto or its board Board of directors Directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Monsanto in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) Conditions to Obligations of Each Investor at the Closing. The obligations obligation of the parties hereto each Investor to consummate or cause to be consummated the Distribution are transactions to be performed at the Closing as described in the appropriate clauses of Section 2(c) is subject to the satisfaction or waiver, as determined waiver by Sun in its sole discretion, of each it of the following conditions: (i) Sun’s stockholders Each other Party shall have approved consummate or cause to be consummated the Distribution and adopted transactions contemplated in the agreement and plan appropriate clauses of merger Section 2(c) to implement be performed at the REIT Conversion MergerClosing; (ii) the Corporate Restructuring Transactions as representations and warranties of the Company set forth on Exhibit A in Section 4, and the representations and warranties of each other Investor set forth in Section 3, shall have been completedtrue and correct at the execution hereof and shall be true and correct in all respects at and as of the Closing Date as if made on the Closing Date; (iii) New Sun’s listing application with the NASDAQ Company and each other Investor shall have been approved, subject to official notice performed and complied with all of issuanceits covenants hereunder in all material respects through the Closing Date; (iv) no stop order shall be there have been received by the Investor opinions of counsel to the Company, in effect with respect substantially the form(s) set forth in Exhibit J, addressed to New Sun’s registration statement on Form S-1 filed with all Investors and dated as of the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;Closing Date; and (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra court or Governmental Authority shall have obtained all material authorizationsenacted, consentsissued, approvals and clearances of third partiespromulgated, including U.S. federalenforced or entered any law, state and local governmental agenciesstatute, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent ordinance, rule, regulation, judgement, decree, injunction or other orderorder (whether temporary, decree preliminary or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be permanent) that continues in effect preventing the and restrains, enjoins or otherwise prohibits consummation of the Distribution or transactions to be performed at the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedClosing. (b) Conditions to Obligations of the Company at the Closing. The foregoing conditions are for obligation of the sole benefit of Sun and shall not give rise Company to any duty on consummate or cause to be consummated the part of Sun or its board of directors transactions to waive or not waive any such condition. Any determination made by be performed at the board of directors of Sun Closing as described in good faith on or prior Section 2(c)(v) is subject to the Distribution Date concerning the satisfaction or waiver of any the following conditions: (i) each Investor shall consummate or all cause to be consummated the transactions contemplated in the appropriate clauses of Section 2(c) to be performed by it at the conditions Closing; (ii) the representations and warranties set forth in Section 8.01(a) 3 above shall be conclusivetrue and correct in all material respects as to each Investor at and as of the Closing Date; (iii) no court or Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgement, decree, injunction or other order (whether temporary, preliminary or permanent) that continues in effect and restrains, enjoins or otherwise prohibits consummation of the transactions to be performed at the Closing; and (iv) each Investor shall have performed and complied with all of its respective covenants hereunder in all material respects through the Closing Date as if made on that Closing Date. (c) Conditions to Obligations at the Subsequent Closing. The obligation of any Party (the "Performing Party") to consummate or cause to be consummated the transaction to be performed at the Subsequent Closing as described in Section 2(d) is subject to the satisfaction or waiver by such Party of the following conditions: (i) each other Party shall consummate or cause to be consummated the transactions contemplated in the appropriate clauses of Section 2(d) to be performed by it at the Subsequent Closing; (ii) no court or Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgement, decree, injunction or other order (whether temporary, preliminary or permanent) that continues in effect and restrains, enjoins or otherwise prohibits consummation of the transactions to be performed at the Subsequent Closing; (iii) any filing and waiting period requirements applicable pursuant to the HSR Act to the transactions contemplated to be performed or caused to be performed by the Performing Party shall have expired or been terminated; and (iv) the representations and warranties of each other Party made as of the Subsequent Closing Date, (i) with respect to the Investors, in connection with Sections 3(e), 3(f), and 3(g), and (ii) with respect to the Company in connection with Sections 4(a), 4(b), 4(c), 4(d), 4(f) (except as approved by budget or action taken by the Board of Directors), 4(j), 4(k), 4(t) and, to the extent the condition relates to the IFC's obligations at the Subsequent Closing, 4(z), shall be true, correct and complete at and as of the Subsequent Closing Date as if made on the Subsequent Closing Date.

Conditions to Obligations. (a) Section 10.1. Conditions to Obligations of Acquiror, the Acquisition Entities and the Company at Initial Closing and Acquisition Closing. The obligations of Acquiror and the parties hereto Acquisition Entities to consummate consummate, or cause to be consummated, the Distribution Initial Merger, and the obligations of the Company and the Acquisition Entities to consummate, or cause to be consummated, the Acquisition Merger, are each subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions, any one or more of which may be waived in writing by the party or parties whose obligations are conditioned thereupon: (a) the Acquiror Shareholder Approval shall have been obtained and remain in full force and effect; (b) the Company Shareholders’ Approval shall have been obtained and remain in full force and effect; (c) the Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) (i) SunPubCo’s stockholders initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Distribution Acquisition Closing, PubCo shall satisfy any applicable initial and adopted the agreement continuing listing requirements of Nasdaq and plan PubCo shall not have received any written notice of merger to implement the REIT Conversion Merger; material non-compliance therewith, and (ii) the Corporate Restructuring PubCo Class A Ordinary Shares to be issued in connection with the Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s approved for listing application with the NASDAQ shall have been approvedon Nasdaq, subject to official notice of issuance; (ive) no stop order Governmental Authority shall be have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect with respect to New Sun’s registration statement on Form S-1 filed with and which has the SEC to register under effect of making the Securities Act Initial Closing or the distribution Acquisition Closing illegal or which otherwise prevents or prohibits consummation of shares the Initial Closing or the Acquisition Closing (any of New Sun Common Stockthe foregoing, a “restraint”), other than any such restraint that is immaterial; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viiif) the Financing Transactions MAS de-SPAC Condition shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatenedsatisfied; and (xig) all other conditions required to complete the REIT Conversion Merger Acquiror shall have been satisfied or waived. at least $5,000,001 of net tangible assets (bas determined in accordance with Rule 3a51-1(g)(1) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(aExchange Act) shall be conclusiveremaining after accounting for Acquiror Share Redemptions.

Conditions to Obligations. (a) of Each Party to Effect the Merger. The respective obligations of each Party to effect the parties hereto to consummate the Distribution are Merger shall be subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (ia) Sun’s stockholders This Agreement, the Merger and the Transactions shall have been approved the Distribution and adopted in accordance with the agreement DGCL by the affirmative vote, or to the extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company Stock then issued and plan outstanding as are required by Applicable Law and the Company's Organic Documents for such approval and adoption; (b) As of merger the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to implement restrain, prohibit, make illegal or delay materially, or seeking material damages from the REIT Conversion Party seeking to invoke this Section 6.1(b) and, in case Acquiror is seeking to invoke this Section 6.1(b), the Company, or to impose any Adverse conditions in connection with the consummation of the Merger and the Transactions which might, in the reasonable business judgment of Acquiror, have an Adverse Effect on Acquiror and its Subsidiaries taken as a whole assuming consummation of the Merger; (iic) Other than the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application filing of the certificate of merger in accordance with the NASDAQ shall have been approvedDGCL, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, waivers, orders or approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, required to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritybe obtained, and no statuteall filings, rulesubmissions, regulation registrations, notices or executive order promulgated declarations required to be made, by Acquiror or enacted by any Governmental Authority, shall be in effect preventing Acquiror Merger Subsidiary and the Company prior to the consummation of the Distribution or Merger and the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummatedobtained from, and made with, all material required Authorities, except for such authorizations, consents, waivers waivers, orders, approvals, filings, registrations, notices or amendments declarations the failure to any mortgage indebtedness shall have been obtainedobtain or make would not, in each casethe reasonable judgment of Acquiror, assuming consummation of the Merger, have an Adverse Effect on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatenedCompany; and (xid) all other conditions required The filing and waiting period requirements under the HSR Act relating to complete the REIT Conversion consummation of the Merger shall have been satisfied or waivedcomplied with. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) of Each Party to effect the Transactions. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and clearances of third partiesall filings, including U.S. federalsubmissions, state registrations, notices or declarations required to be made by ATS and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Diablo with any Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing prior to the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions Transactions, shall have been consummatedobtained from, and made with, all material such Authorities, except for such authorizations, consents, waivers waivers, orders, approvals, filings, registrations, notices or amendments declarations as are set forth in Section 6.1(a) of the Diablo Disclosure Schedule or the failure to any mortgage indebtedness shall have been obtainedobtain or make would not, in each casethe reasonable business judgment of ATS, have a material adverse effect on terms satisfactory to Sun; (ix) this Agreement the Diablo Assets and the Ancillary Agreements shall have been executed and delivered by appropriate partiesDiablo Business; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made transactions contemplated by the board of directors of Sun in good faith on or Other Agreement shall have been consummated prior to or simultaneously with the Distribution Date concerning consummation of the satisfaction Transactions; and (c) The parties shall have entered into an escrow agreement in form, scope and substance reasonably satisfactory to the parties with the Title Company or waiver any other Person reasonably acceptable to the parties, pursuant to which, among other things, ATS shall have deposited the portion of any the Purchase Price not being delivered to the Indemnity Escrow Agent or to a "qualified intermediary" pursuant to the provisions of Section 2.3, and Diablo shall have delivered deeds in customary form with respect to all of the conditions set forth in real property to be conveyed to ATS as part of the Diablo Assets and the parties, to the extent required by Section 8.01(a) 9.3, shall have deposited an amount sufficient to pay all recording fees, transfer taxes and other fees and expenses which must be conclusivepaid as a condition of consummation of the transactions contemplated by this Agreement.

Conditions to Obligations. (a) OF EACH PARTY TO THE LLC MERGER. The respective obligations of the parties hereto MCP Colorado and LLC to consummate the Distribution LLC Merger and other matters described in this Agreement, are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, waiver of each of the following conditionsconditions on or before the Effective Time, except that condition (f) must be satisfied and cannot be waived by either party: (ia) Sun’s stockholders The members of MCP Colorado shall have approved this Agreement and the Distribution LLC Merger Agreement, all in accordance with the requirements of applicable law and adopted the agreement Articles of Incorporation and plan Bylaws of merger to implement the REIT Conversion MergerMCP Colorado; (iib) No injunction, restraining order or order of any nature issued by any court of competent jurisdiction, government or governmental agency enjoining the Corporate Restructuring Transactions as set forth on Exhibit A Transaction shall have been completedissued and remain in effect; (iiic) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, All consents, approvals and clearances of third partieswaivers which are necessary in connection with the Transactions, including U.S. federalor any part thereof, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, including the consents and approvals referred to in each case, on terms satisfactory to SunExhibits E and F attached hereto; (ixd) this Agreement and the Ancillary Agreements No action shall have been executed and delivered threatened or instituted by appropriate partiesany governmental agency or any other person challenging the legality of the Transactions, seeking to prevent or delay consummation of the Transactions or seeking to obtain divestiture or other relief in the event of consummation of the Transactions. It is understood in the event that such an action is threatened or instituted, the parties will first attempt for a period of 90 days to obtain dismissal or other favorable resolution of such threatened or actual action prior to exercise of their right to terminate hereunder; (xe) no litigation or proceeding challenging or seeking to restrain The members of the Distribution or Cooperative and MCP Colorado shall have approved the REIT Conversion MCP Merger shall Agreement and this Agreement as set forth in Section 6.01(a) and 6.01(b), and the MCP Merger should be pending or threatenedconsummated; and (xif) all other conditions required to complete The Registration Statement shall have become effective under the REIT Conversion Merger Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been satisfied issued and no proceedings for that purpose shall have been initiated or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made threatened by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveSEC.

Conditions to Obligations. (a) OF EACH PARTY TO EFFECT THE CLOSING. The respective obligations of the parties hereto each party to consummate the Distribution transactions contemplated hereby are subject to the satisfaction on or waiver, as determined by Sun in its sole discretion, prior to the Closing Date of each of the following conditions: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; All consents by third parties (iigovernmental or otherwise) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing that are required for the consummation of the Distribution or transactions contemplated hereby (including, without limitation, the REIT Conversion Merger; (viiiconsummation of the Rights Offering) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, obtained on terms satisfactory mutually agreeable to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedeach party. (b) The foregoing conditions are Registration Statement shall have been timely filed with the Commission and declared effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for the sole benefit of Sun and that purpose shall not give rise to any duty on the part of Sun have been initiated or its board of directors to waive or not waive any such condition. Any determination made threatened by the board Commission; and all requests of directors the Commission for inclusion of Sun additional information in good faith on the Registration Statement and the Prospectus or prior to the Distribution Date concerning the satisfaction otherwise shall have been complied with in all material respects. (c) No action, suit or waiver proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or all before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this agreement or any of the transactions contemplated hereby (including, without limitation, the Spinoff and the Rights Offering), declare unlawful the transactions contemplated by this Agreement (including, without limitation, the Spinoff and the Rights Offering) or cause such transactions to be rescinded. (d) The Spinoff and the Rights Offering each shall have been consummated in conformity with the requirements and conditions set forth in Section 8.01(athe Registration Statement and the Prospectus, and the shares of Common Stock to be distributed in the Spinoff to Alloy’s stockholders shall have been so distributed in the manner set forth in the Registration Statement. (e) The shares of Common Stock underlying the Rights shall be conclusivehave been listed for trading on Nasdaq.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The transactions contemplated by Sections 1.1, 1.2, 1.3, and 1.4 shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen consummated in all material respects; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Registration Statement shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v3) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, approvals and clearances of third parties, including U.S. all federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Seafield Business, the LabResponse Business or the SLH Business, (B) the Assets, results of operations or financial condition of Seafield or the SLH Group or (C) the ability of Seafield or SLH to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (vii4) no Seafield shall have provided the NASD with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the SLH; (5) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation payment of the Distribution or the REIT Conversion MergerDistribution; (viii6) the Financing Transactions The Distribution shall have been consummated, and all material be payable in accordance with applicable law; (7) All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Seafield Group or the SLH Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Seafield and SLH and to the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking extent necessary to restrain permit the Distribution to be consummated without any material breach of the terms of such agreement, security or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived.facility; (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Seafield in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a9.1(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiversatisfaction, as determined by Sun Vencor in its sole discretion, of each of the following conditions: (i) Sun’s stockholders The Reorganization Agreement shall have been approved by the Distribution and adopted holders of a majority of the agreement and plan outstanding shares of merger to implement Vencor Common Stock at the REIT Conversion MergerAnnual Meeting; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A The Distribution shall have been completedapproved by the holders of a majority of the outstanding shares of Vencor Common Stock at the Annual Meeting and by the Vencor Board of Directors; (iii) New Sun’s listing application with Each of the NASDAQ Vencor Certificate Amendments shall have been approvedapproved by the holders of a majority of the outstanding shares of Vencor Common Stock; (iv) The transactions contemplated by Article II of the Reorganization Agreement, including the Corporate Restructuring Transactions, shall have been consummated in all material respects; (v) The Healthcare Company Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (ivvi) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (vvii) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all All material authorizations, consents, approvals and clearances of third partiesFederal, including U.S. federalstate, state local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement and the Reorganization Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Real Estate Business or the Healthcare Business, (B) the Healthcare Company Assets and Vencor Assets, results of operations or financial condition of the Vencor Group or the Healthcare Company Group, in each case taken as a whole, or (C) the ability of Vencor or Healthcare Company to complete perform its obligations under this Agreement and the Distribution Reorganization Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (viiviii) no No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation of this Agreement, the Distribution Reorganization Agreement or the REIT Conversion MergerDistribution; (viiiix) the The Financing Transactions shall have occurred and all bank credit agreements, debt security or other financing facility entered into pursuant thereto shall be in place and all conditions to borrowing thereunder (other than any conditions concerning consummation of the Distribution and the transfers of assets and liabilities described hereunder) shall have been consummatedsatisfied, and all material necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Vencor Group or the Healthcare Company Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Vencor and to the Ancillary Agreements shall have been executed and delivered by appropriate parties;extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; and (x) no litigation or proceeding challenging or seeking An officer of Vencor shall have instructed the Agent to restrain make the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedeffective. (b) The foregoing conditions are for the sole benefit of Sun Vencor and shall not give rise to any duty on the part of Sun Vencor or its board Board of directors Directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Vencor in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a3.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiversatisfaction, as determined by Sun Vencor in its sole discretion, of each of the following conditions: (i) Sun’s stockholders The Reorganization Agreement shall have been approved by the Distribution and adopted holders of a majority of the agreement and plan outstanding shares of merger to implement Vencor Common Stock at the REIT Conversion MergerAnnual Meeting; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A The Dastribution shall have been completedapproved by the holders of a majority of the outstanding shares of Vencor Common Stock at the Annual Meeting and by the Vencor Board of Directors; (iii) New Sun’s listing application with Each of the NASDAQ Vencor Certificate Amendments shall have been approvedapproved by the holders of a majority of the outstanding shares of Vencor Common Stock; (iv) The transactions contemplated by Article II of the Reorganization Agreement, including the Corporate Restructuring Transactions, shall have been consummated in all material respects; (v) The Healthcare Company Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (ivvi) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (vvii) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all All material authorizations, consents, approvals and clearances of third partiesFederal, including U.S. federalstate, state local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement and the Reorganization Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Real Estate Business or the Healthcare Business, (B) the Healthcare Company Assets and Vencor Assets, results of operations or financial condition of the Vencor Group or the Healthcare Company Group, in each case taken as a whole, or (C) the ability of Vencor or Healthcare Company to complete perform its obligations under this Agreement and the Distribution Reorganization Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (viiviii) no No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation of this Agreement, the Distribution Reorganization Agreement or the REIT Conversion MergerDistribution; (viiiix) the The Financing Transactions shall have occurred and all bank credit agreements, debt security or other financing facility entered into pursuant thereto shall be in place and all conditions to borrowing thereunder (other than any conditions concerning consummation of the Distribution and the transfers of assets and liabilities described hereunder) shall have been consummatedsatisfied, and all material necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Vencor Group or the Healthcare Company Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Vencor and to the Ancillary Agreements shall have been executed and delivered by appropriate parties;extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; and (x) no litigation or proceeding challenging or seeking An officer of Vencor shall have instructed the Agent to restrain make the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedeffective. (b) The foregoing conditions are for the sole benefit of Sun Vencor and shall not give rise to any duty on the part of Sun Vencor or its board Board of directors Directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Vencor in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a3.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders the transactions contemplated hereby (including the Distribution, the Recapitalization, the Merger, the amendment to the Grace Certificate of Incorporation and otherwise as required by applicable law and stock exchange regulations) shall have been duly approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerby Grace shareholders; (ii) all conditions to the Corporate Restructuring Transactions as Merger set forth on Exhibit A in the Merger Agreement (other than that the Distribution be consummated) shall have been completedsatisfied or waived; (iii) New Sun’s listing application all third-party consents and governmental approvals required in connection with the NASDAQ transactions contemplated hereby shall have been approvedreceived, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement, the Other Agreements or the Merger Agreement or (B) the business, assets, liabilities, financial condition or results of operations of Grace-Conn. or Packco and their respective subsidiaries, taken as a whole; (iv) the transactions contemplated by Article II shall have been consummated in all material respects, to the extent required to be consummated prior to the Distribution; (v) the shares of New Grace Common Stock to be issued in the Distribution, and the shares of Newco Common Stock and the Newco Convertible Preferred Stock to be issued in the Recapitalization and the Merger, as the case may be, shall have been authorized for listing on the NYSE, in each case subject to official notice of issuance; (ivvi) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution Board of shares Directors of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunGrace, New Sun and Sabra composed as contemplated by Section 2.9, shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Mergerbeen duly elected; (vii) the Registration Statements shall have been declared effective under the Exchange Act or the Securities Act, as the case may be, by the SEC and no preliminary or permanent injunction or other order, decree or ruling stop order suspending the effectiveness of either of the Registration Statements shall have been issued by a Governmental Authoritythe SEC and, to the knowledge of Grace and New Grace, no statute, rule, regulation or executive order promulgated or enacted proceeding for that purpose shall have been instituted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion MergerSEC; (viii) the Financing Transactions applicable parties shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in entered into each case, on terms satisfactory to Sunof the Other Agreements; (ixA) this Agreement the Board of Directors of Grace shall have received customary opinions of a nationally recognized investment banking or appraisal firm in form and substance reasonably satisfactory to such Board to the effect that, after giving effect to the transactions set forth in Article II hereof, neither Grace nor New Grace and Grace- Conn. will be insolvent (such opinions to be dated as of the date of the Merger Agreement, the date the Board of Directors of Grace declares the Distribution and the Ancillary Agreements Distribution Date) and (B) the financial condition of each of Grace and Grace-Conn. satisfies the requirements of Section 170 of the Delaware General Corporation Law and Section 33-687 of the Connecticut Business Corporation Act, respectively, such that the distribution of the common stock of Packco to Grace by Grace-Conn. and the Distribution may be effected without violating such Sections, and the Board of Directors of Grace and the Board of Directors of Grace-Conn. shall in good faith have determined that such requirements have been executed and delivered by appropriate parties;satisfied; and (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger transactions contemplated hereby shall be pending or threatened; and (xi) in compliance with all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedapplicable federal and state securities laws. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun in good faith Grace or Grace-Conn. on or behalf of such party hereto prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties ------------------------- hereto to consummate the Distribution are subject to the satisfaction satisfaction, or waiver, as determined waiver by Sun in its sole discretionParent, of each of the following conditions: (ia) Sun’s stockholders shall have approved Final approval of the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;given by the Board of Directors of Parent in its sole discretion. (iiib) New Sun’s listing application The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the NASDAQ Distribution (including, if applicable, any actions and filings relating to the Distribution Information Statement) shall have been approvedtaken and, where applicable, have become effective or been accepted. (c) The Technologies Common Stock to be issued in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of issuance;. (ivd) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunNo order, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation any court or executive order promulgated agency of competent jurisdiction or enacted by any Governmental Authority, shall be in effect other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the REIT Conversion Merger;other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (viiie) A private letter ruling from the Financing Transactions shall have been consummatedInternal Revenue Service, in form and all material consentssubstance satisfactory to Parent, waivers or amendments to any mortgage indebtedness shall have been obtained, and shall continue in each caseeffect, on terms satisfactory to Sun;the effect that no gain or loss will be recognized by Parent, Technologies, or Parent's or Technologies' shareholders for federal income tax purposes as a result of (i) the IPO; (ii) the Distribution, (iii) the Contribution; and (iv) the Internal Spin-Off. (ixf) All Consents and Governmental Approvals required in connection with the transactions contemplated hereby shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole. (g) Any adjustment to be made pursuant to Section 2.6 shall have been executed ----------- agreed upon by Parent and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedTechnologies. (bh) The foregoing conditions are for the sole benefit of Sun and This Agreement shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusivehave been terminated.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders the transactions contemplated hereby (including the Distribution, the Recapitalization, the Merger, the amendment to the Grace Certificate of Incorporation and otherwise as required by applicable law and stock exchange regulations) shall have been duly approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerby Grace shareholders; (ii) all conditions to the Corporate Restructuring Transactions as Merger set forth on Exhibit A in the Merger Agreement (other than that the Distribution be consummated) shall have been completedsatisfied or waived; (iii) New Sun’s listing application all third-party consents and governmental approvals required in connection with the NASDAQ transactions contemplated hereby shall have been approvedreceived, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement, the Other Agreements or the Merger Agreement or (B) the business, assets, liabilities, financial condition or results of operations of Grace-Conn. or Packco and their respective subsidiaries, taken as a whole; (iv) the transactions contemplated by Article II shall have been consummated in all material respects, to the extent required to be consummated prior to the Distribution; (v) the shares of New Grace Common Stock to be issued in the Distribution, and the shares of Newco Common Stock and the Newco Convertible Preferred Stock to be issued in the Recapitalization and the Merger, as the case may be, shall have been authorized for listing on the NYSE, in each case subject to official notice of issuance; (ivvi) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution Board of shares Directors of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunGrace, New Sun and Sabra composed as contemplated by Section 2.09, shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Mergerbeen duly elected; (vii) the Registration Statements shall have been declared effective under the Exchange Act or the Securities Act, as the case may be, by the SEC and no preliminary or permanent injunction or other order, decree or ruling stop order suspending the effectiveness of either of the Registration Statements shall have been issued by a Governmental Authoritythe SEC and, to the knowledge of Grace and New Grace, no statute, rule, regulation or executive order promulgated or enacted proceeding for that purpose shall have been instituted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion MergerSEC; (viii) the Financing Transactions applicable parties shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in entered into each case, on terms satisfactory to Sunof the Other Agreements; (ixA) this Agreement the Board of Directors of Grace shall have received customary opinions of a nationally recognized investment banking or appraisal firm in form and substance reasonably satisfactory to such Board to the effect that, after giving effect to the transactions set forth in Article II hereof, neither Grace nor New Grace and Grace-Conn. will be insolvent (such opinions to be dated as of the date of the Merger Agreement, the date the Board of Directors of Grace declares the Distribution and the Ancillary Agreements Distribution Date) and (B) the financial condition of each of Grace and Grace-Conn. satisfies the requirements of Section 170 of the Delaware General Corporation Law and Section 33-687 of the Connecticut Business Corporation Act, respectively, such that the distribution of the common stock of Packco to Grace by Grace-Conn. and the Distribution may be effected without violating such Sections, and the Board of Directors of Grace and the Board of Directors of Grace-Conn. shall in good faith have determined that such requirements have been executed and delivered by appropriate parties;satisfied; and (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger transactions contemplated hereby shall be pending or threatened; and (xi) in compliance with all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedapplicable federal and state securities laws. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun in good faith Grace or Grace-Conn. on or behalf of such party hereto prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 8.01(a) shall be conclusive.

Conditions to Obligations. Section 9.1 Conditions to Obligations of SPAC, the Merger Subs and the Company. The obligations of SPAC, the Merger Subs and the Company to consummate, or cause to be consummated, the Transactions to occur at the Closing, are each subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by the party or parties whose obligations are conditioned thereupon: (a) The obligations SPAC Shareholders’ Approval shall have been obtained, and shall have not been withdrawn, revoked, varied or become invalid; (b) The Company Shareholders’ Approval shall have been obtained, and shall have not been withdrawn or become invalid; (c) The Proxy/Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the parties hereto to consummate Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions:SEC and not withdrawn; (i) SunThe Company’s stockholders initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Distribution Closing, the Company shall satisfy any applicable initial and adopted continuing listing requirements of Nasdaq, including the agreement applicable public float requirements under Nasdaq listing rules, and plan the Company shall not have received any notice of merger to implement the REIT Conversion Merger; non-compliance therewith, and (ii) the Corporate Restructuring Company Class A Ordinary Shares and the Incentive Warrants representing the Merger Consideration to be issued in connection with the Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s conditionally approved for listing application with the NASDAQ shall have been approvedon Nasdaq, subject to official notice of issuance; (ive) no stop order No Governmental Authority shall be have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect with respect to New Sun’s registration statement on Form S-1 filed and which has the effect of making the Closing illegal or which otherwise prevents or prohibits consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial, and all Regulatory Approvals required in connection with the SEC to register under Transactions have been obtained from or waived by the Securities Act the distribution of shares of New Sun Common Stockrelevant Governmental Authority; (vf) no stop order shall be in effect with respect The waiting periods (and any extensions thereof) applicable to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or Transactions under the REIT Conversion Merger; (viii) the Financing Transactions HSR Act shall have expired or been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatenedearlier terminated; and (xig) all other conditions required to complete the REIT Conversion Merger The Company Capital Restructuring shall have been satisfied or waivedcompleted in accordance with the terms hereof and the Company’s Organizational Documents. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto Xxxx to consummate the Distribution are subject to the satisfaction (or waiver, as determined waiver by Sun in its sole discretion, the Xxxx Board) of each of the following conditions: (i) Sun’s stockholders all material regulatory approvals necessary to consummate the Distribution shall have approved the Distribution been received and adopted the agreement be in full force and plan of merger to implement the REIT Conversion Mergereffect; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A transactions contemplated by Article II shall have been completedconsummated in all material respects, to the extent required to be consummated prior to the Distribution; (iii) New Sun’s listing application the Form 10 shall have become effective under the Exchange Act, and no stop order or similar Commission proceeding shall be in effect with respect to the NASDAQ Form 10, and no proceeding for that purpose shall have been approvedinstituted by the Commission; (iv) Arch's Board of Directors, as described in the Information Statement, shall have been elected by Xxxx, as sole shareowner of Arch, and each of the Articles, the By-laws and the Rights Plan shall be in effect; (v) the Arch Common Shares shall have been accepted for listing on the NYSE, subject to official notice of issuance; (ivvi) no stop order the Xxxx Board shall have received an opinion of counsel satisfactory in form and substance to the Xxxx Board in its sole discretion to the effect that the Distribution will not be in effect with respect taxable to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution holders of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Xxxx Common Stock in pursuant to Sections 355 and 368(a)(1)(D) of the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion MergerCode; (vii) no order, preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation any court or executive order promulgated agency of competent jurisdiction or enacted by any Governmental Authority, other legal restraint or prohibition preventing consummation of the Distribution shall be in effect preventing the and no other event shall have occurred or failed to occur that prevents consummation of the Distribution or the REIT Conversion MergerDistribu tion; (viii) the Financing Transactions Xxxx Board shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun;formally approved the Distribution; and (ix) this Agreement and each of the Ancillary Agreements shall have been executed and delivered by appropriate the applicable parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun Xxxx and shall not give rise to any duty on the part of Sun Xxxx or its board of directors the Xxxx Board to waive or not waive such conditions or in any way limit Olin's right to terminate this Agreement as set forth in Section 8.13 or alter the consequences of any such conditiontermination from those specified in such Section. Any determination made by the board of directors of Sun in good faith on or Xxxx Board prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 8.01(a) 8.01 shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the transactions which are set forth in this Agreement and the Distribution are subject to the satisfaction or waiversatisfaction, as determined by Sun Vencor in its sole discretion, of each of the following conditions: (i) Sun’s stockholders This Agreement shall have been approved by the Distribution and adopted holders of a majority of the agreement and plan outstanding shares of merger to implement Vencor Common Stock at the REIT Conversion MergerAnnual Meeting; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A The Distribution shall have been completed;approved by the holders of a majority of the outstanding shares of Vencor Common Stock at the Annual Meeting. (iii) New Sun’s listing application with Each of the NASDAQ Vencor Certificate Amendments shall have been approvedapproved by the holders of a majority of the outstanding shares of Vencor Common Stock; (iv) The transactions contemplated by Article II shall have been consummated in all material respects; (v) The Healthcare Company Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (ivvi) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (vvii) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all All material authorizations, consents, approvals and clearances of third partiesFederal, including U.S. federalstate, state local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Real Estate Business or the Healthcare Business, (B) the Healthcare Company Assets and Vencor Assets, results of operations or financial condition of the Vencor Group or the Healthcare Company Group, in each case taken as a whole, or (C) the ability of Vencor or Healthcare Company to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall `ave been fulfilled; (viiviii) no No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation of the Distribution this Agreement or the REIT Conversion Merger;Distribution; and (viiiix) the The Financing Transactions shall have occurred and all bank credit agreements, debt security or other financing facility entered into pursuant thereto shall be in place and all conditions to borrowing thereunder (other than any conditions concerning consummation of the Distribution and the transfers of assets and liabilities described hereunder) shall have been consummatedsatisfied, and all material necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Vencor Group or the Healthcare Company Group is a Party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Vencor and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain t`e extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedfacility. (b) The foregoing conditions are for the sole benefit of Sun Vencor and shall not give rise to any duty on the part of Sun Vencor or its board Board of directors Directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Vencor in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. Section 9.1 Conditions to Obligations of Acquiror, Merger Sub, and the Company. The obligations of Acquiror, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties: (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders Acquiror Stockholder Approval shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen obtained; (iib) the Corporate Restructuring Transactions as set forth on Exhibit A The Company Equityholder Approval shall have been completedobtained; (iiic) New Sun’s listing application with the NASDAQ The Registration Statement shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register become effective under the Securities Act and no stop order suspending the distribution effectiveness of shares of New Sun Common Stockthe Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (vd) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register The waiting period or periods under the Securities HSR Act applicable to the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued transactions contemplated by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have expired or been executed and delivered by appropriate partiesterminated; (xe) no litigation There shall not be in force any Governmental Order, statute, rule or proceeding challenging regulation enjoining or seeking prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to restrain the Distribution or transactions contemplated hereby; (f) Acquiror shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the REIT Conversion Merger Exchange Act); (g) Each of the Precedent Transaction Agreements shall have been duly executed, and the actions to be taken at the closing of each such Precedent Transaction shall be pending taken concomitantly with and conditional upon the Closing and the delivery of all items set forth under Section 2.4, and each of the Precedent Transactions shall have been completed and closed, or threatenedshall be completed and closed substantially simultaneously with the Merger; and (xih) all other conditions required The shares of Acquiror Common Stock to complete be issued in connection with the REIT Conversion Merger shall have been satisfied or waivedapproved for listing on Nasdaq. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the ------------------------- parties hereto to consummate the Distribution are subject to the satisfaction satisfaction, or waiver, as determined waiver by Sun in its sole discretionParent, of each of the following conditions: (ia) Sun’s stockholders shall have approved Final approval of the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;given by the Board of Directors of Parent in its sole discretion. (iiib) New Sun’s listing application The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the NASDAQ Distribution (including, if applicable, any actions and filings relating to the Distribution Information Statement) shall have been approvedtaken and, where applicable, have become effective or been accepted. (c) The Technologies Common Stock to be issued in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of issuance;. (ivd) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunNo order, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation any court or executive order promulgated agency of competent jurisdiction or enacted by any Governmental Authority, shall be in effect other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the REIT Conversion Merger;other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (viiie) A private letter ruling from the Financing Transactions shall have been consummatedInternal Revenue Service, in form and all material consentssubstance satisfactory to Parent, waivers or amendments to any mortgage indebtedness shall have been obtained, and shall continue in each caseeffect, on terms satisfactory to Sun;the effect that no gain or loss will be recognized by Parent, Technologies, or Parent's or Technologies' shareholders for federal income tax purposes as a result of (i) the IPO; (ii) the Distribution, (iii) the Contribution; and (iv) the Internal Spin- Off. (ixf) All Consents and Governmental Approvals required in connection with the transactions contemplated hereby shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole. (g) Any adjustment to be made pursuant to Section 2.6 shall have been executed ----------- agreed upon by Parent and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedTechnologies. (bh) The foregoing conditions are for the sole benefit of Sun and This Agreement shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusivehave been terminated.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The transactions contemplated by Sections 2.01, 2.02, 2.03, 2.05 and 2.06 shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen consummated in all material respects; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Ventiv Common Stock shall have been completed; (iii) New Sun’s approved for listing application with on the NASDAQ shall have been approvedNasdaq, subject to official notice of issuance; (iv3) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v4) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, approvals and clearances of third parties, including U.S. all federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxx Business or the Healthcare Services Business, (B) the Assets, results of operations or financial condition of the Xxxxxx Group or the Healthcare Services Group, in each case taken as a whole, or (C) the ability of Xxxxxx or Ventiv to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (vii5) no Xxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (6) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation payment of the Distribution or the REIT Conversion MergerDistribution; (viii7) the Financing Transactions The Distribution shall have been consummated, and all material be payable in accordance with applicable law; (8) All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Xxxxxx Group or the Healthcare Services Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to SunXxxxxx and Ventiv and to the extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; (ix9) this Agreement Xxxxxx shall have received an opinion from Xxxxxx Xxxxxxxx LLP, substantially in the form attached hereto as Exhibit E, that, for federal income tax purposes, the Distribution should be tax-free to Xxxxxx and to stockholders of Xxxxxx Common Stock; (10) One or more of members of the Ancillary Agreements Healthcare Services Group shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain substituted, as of the Distribution or Date, in all respects for the REIT Conversion Merger shall be pending or threatened; and (xi) Xxxxxx Group in respect of all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedHealthcare Services Support Agreements. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Xxxxxx in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) Conditions to Obligations of Each Investor at the Closing. The obligations obligation of the parties hereto each Investor to consummate or cause to be consummated the Distribution are transactions to be performed at the Closing as described in the appropriate clauses of Section 2(a) is subject to the satisfaction or waiver, as determined waiver by Sun in its sole discretion, of each it of the following conditions: (i) Sun’s stockholders Each other Party shall have approved consummate or cause to be consummated the Distribution and adopted transactions contemplated in the agreement and plan appropriate clauses of merger Section 2(c) to implement be performed at the REIT Conversion MergerClosing; (ii) the Corporate Restructuring Transactions as representations and warranties of the Company set forth on Exhibit A in Section 4, and the representations and warranties of each other Investor set forth in Section 3, shall have been completedtrue and correct at the execution hereof and shall be true and correct in all respects at and as of the Closing Date as if made on the Closing Date; (iii) New Sun’s listing application with the NASDAQ Company and each other Investor shall have been approved, subject to official notice performed and complied with all of issuanceits covenants hereunder in all material respects through the Closing Date; (iv) no stop order shall be there have been received by the Investors opinions of counsel to the Company, in effect with respect substantially the form(s) set forth in Exhibit E, addressed to New Sun’s registration statement on Form S-1 filed with all Investors and dated as of the SEC to register under the Securities Act the distribution of shares of New Sun Common StockClosing Date; (v) no stop court or Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order shall be (whether temporary, preliminary or permanent) that continues in effect with respect and restrains, enjoins or otherwise prohibits consummation of the transactions to Sabra’s registration statement on Form S-4 filed with be performed at the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion MergerClosing; (vi) Sun, New Sun and Sabra the Company shall have obtained all material authorizationsreceived a preemptive rights and warrant adjustment waiver, consentsin the form of Exhibit H (the "Preemptive Rights and Warrant Adjustment Waiver"), approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete duly executed by the Distribution and REIT Conversion Merger;parties thereto; and (vii) no preliminary there shall not have occurred any Material Adverse Change in the business, condition, assets, operations, Taxes or permanent injunction prospects of the Company or any Subsidiary or any change in the laws of Guatemala, El Salvador, Venezuela, Costa Rica, Panama, Mexico or Argentina which would likely result in a Material Adverse Effect on the business, operations or prospects of the Company or any Subsidiary, including without limitation, any currency devaluation or foreign exchange restriction or other ordergovernmental actions limiting repatriation of capital or any Material Adverse Change in the governmental or political climate of Guatemala, decree El Salvador, Venezuela, Costa Rica, Panama, Mexico or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedArgentina. (b) Conditions to Obligations of the Company at the Closing. The foregoing conditions are for obligation of the sole benefit of Sun and shall not give rise Company to any duty on consummate or cause to be consummated the part of Sun or its board of directors transactions to waive or not waive any such condition. Any determination made by be performed at the board of directors of Sun Closing as described in good faith on or prior Section 2(c) is subject to the Distribution Date concerning the satisfaction or waiver of any the following conditions: (i) each Investor shall consummate or all cause to be consummated the transactions contemplated in the appropriate clauses of Section 2(c) to be performed by it at the conditions Closing; (ii) the representations and warranties set forth in Section 8.01(a) 3 above shall be conclusivetrue and correct in all material respects as to each Investor at and as of the Closing Date; (iii) no court or Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, statute, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that continues in effect and restrains, enjoins or otherwise prohibits consummation of the transactions to be performed at the Closing; (iv) the receipt by the Company of the Preemptive Rights and Warrant Adjustment Waiver, duly executed by all parties thereto; and (v) each Investor shall have performed and complied with all of its respective covenants hereunder in all material respects through the Closing Date as if made on that Closing Date.

Conditions to Obligations. (a) of Each Party to Effect the Tower ----------------------------------------------------------- Separation. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Tower Separation shall be subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each on the Separation Closing Date of the following conditions:, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law; provided, however, that American may not waive any such condition, in whole or in part, without the express written consent of CBS (which consent shall not be unreasonably withheld, delayed or conditioned): (ia) Sun’s stockholders the parties shall have approved received written approval of CBS approving all of the Distribution Tower Documentation (other than this Agreement including Appendix A), including without limitation any and adopted all ancillary documentation and any documentation relating to the agreement and plan mechanics of merger to implement effecting the REIT Conversion MergerTower Separation (it being understood that this Agreement constitutes only part of the Tower Documentation), which consent shall not be unreasonably withheld, delayed or conditioned; (iib) if the Corporate Restructuring Transactions as Tower Separation shall occur pursuant to the Tower Merger, each condition to the closing of the Tower Merger set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation Article 6 of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Tower Merger Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived.; (bc) The foregoing conditions are for if the sole benefit Tower Separation shall occur pursuant to the Merger, each condition to the closing of Sun the Merger set forth in Article 7 of the Merger Agreement shall have been satisfied or waived; (d) each of the Merger Registration Statement, the Option Registration Statement and the Convertible Registration Statement shall have been declared effective by the Commission under the Securities Act and shall not give rise to be the subject of any duty on the part of Sun stop order or its board of directors to waive or not waive any such condition. Any determination made proceeding by the board Commission seeking a stop order; and (e) no Authority of directors of Sun competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that remains in good faith on effect and restrains, enjoins or prior to the Distribution Date concerning the satisfaction or waiver of any or all otherwise prohibits consummation of the conditions set forth in Section 8.01(a) shall be conclusiveTower Separation.

Conditions to Obligations. (a) The obligations of the parties hereto Sellers to consummate sell the Distribution Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on an Applicable Closing Date are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each condition that the Registration Statement shall have become effective not later than [—] (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to each Applicable Closing Date: (i) Sun’s stockholders there shall not have approved occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change (other than a notice with positive implications of a possible upgrading), in the Distribution and adopted rating accorded any of the agreement and plan securities of merger to implement the REIT Conversion Merger;Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the Corporate Restructuring Transactions condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances Time of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtainedSale Prospectus that, in each caseyour judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms satisfactory to Sun; (ix) this Agreement and in the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain manner contemplated in the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedTime of Sale Prospectus. (b) The foregoing conditions are for Underwriters shall have received on each Applicable Closing Date a certificate, dated such Applicable Closing Date and signed by an executive officer of the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior Company, to the Distribution effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of such Applicable Closing Date concerning and that the satisfaction or waiver Company has complied with all of any or the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such Applicable Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on each Applicable Closing Date a certificate, dated such Applicable Closing Date and signed by an executive officer of the Selling Stockholder, to the effect that the representations and warranties of the Selling Stockholder contained in this Agreement are true and correct as of such Applicable Closing Date and that the Selling Stockholder has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such Applicable Closing Date. (d) The Underwriters shall have received on each Applicable Closing Date an opinion and 10b-5 statement of Xxxxxxxx & Xxxxxxxx LLP, outside counsel for the Company, dated such Applicable Closing Date, to the effect set forth in Section 8.01(aAnnex A. (e) The Underwriters shall have received on each Applicable Closing Date an opinion of Xxxxxxx Xxxxx, Esq., General Counsel of the Company, dated such Applicable Closing Date, to the effect set forth in Annex B. (f) The Underwriters shall have received on each Applicable Closing Date an opinion of Skadden, Arps, Slate, Meager & Xxxx LLP, outside counsel for the Company, dated such Applicable Closing Date, to the effect set forth in Annex C. (g) The Underwriters shall have received on each Applicable Closing Date an opinion of (i) Xxxxxxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, dated such Applicable Closing Date, to the effect set forth in Annex D-1 and (ii) Xxxxxx N.V., outside counsel for the Selling Stockholder to the effect set forth in Annex D-2. (h) The Underwriters shall have received on each Applicable Closing Date an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated such Applicable Closing Date with respect to such matters as you may reasonably request. The opinions described in Sections 6(d), 6(e), 6(f) and 6(g) above shall be conclusiverendered to the Underwriters at the request of the Company or the Selling Stockholder, as the case may be, and shall so state therein. (i) The Underwriters shall have received, on each of the date hereof and on each Applicable Closing Date, a letter dated the date hereof or such Applicable Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on such Applicable Closing Date shall use a “cut-off date” not earlier than three business days prior to such Applicable Closing Date. (j) The Underwriters shall have received executed “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the officers and directors of the Company listed on Schedule IV hereto, and such “lock-up” agreements shall be in full force and effect on the Applicable Closing Date. (k) The Underwriters shall have received, on and as of each Applicable Closing Date, satisfactory evidence of the good standing of the Company and its significant subsidiaries in their respective jurisdictions of organization (to the extent that such concept is applicable) and their good standing in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions, provided that the evidence of good standing for those entities except for the Company may be as of any date from the date hereof through and including the Closing Date.

Conditions to Obligations. (a) OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Merger shall be subject to the satisfaction on or waiver, as determined by Sun in its sole discretion, of each prior to the Closing Date of the following conditions, except, to the extent permitted by applicable law, that such conditions may be waived in writing by the joint action of the parties hereto: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A This Agreement shall have been completed; (iii) New Sun’s listing application with approved by the NASDAQ requisite vote of the holders of the outstanding shares of Company Common Stock. The Merger shall have been approvedapproved by the requisite vote of the holders of the outstanding shares of Parent Common Stock. (b) No statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction prohibiting, restraining, or enjoining the consummation of the Merger; provided, however, that each of the parties shall have used all reasonable efforts to cause any such statute, rule, regulation, executive order, decree, ruling, injunction or order to be lifted or vacated or to appeal such ruling, injunction or order as promptly as possible. (c) All applicable waiting periods under the HSR Act shall have terminated or expired. (d) The Form S-4 and any required post-effective amendment thereto shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and all necessary approvals and permits under material "blue sky" and other state securities laws applicable to the registration of the Parent Common Stock to be exchanged for Company Common Stock shall have been obtained. (e) The shares of Parent Common Stock issuable to the holders of Company Common Stock pursuant to this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance;. (ivf) no stop order All consents, authorizations, orders, permits and approvals of (or registrations, declarations or filings with) any Governmental Authority in connection with the execution, delivery and performance of this Agreement shall have been obtained or made and shall have become Final Orders, except for filings in connection with the Merger and any other documents required to be in effect filed after the Effective Time and except when the failure to have obtained or made any such consent, authorization, order, permit, approval, registration, declaration or filing would not have a Parent Material Adverse Effect or, following the Effective Time, a Surviving Corporation Material Adverse Effect. A "Final Order" means action by the relevant regulatory authority which has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to New Sun’s registration statement on Form S-1 filed with which any waiting period prescribed by law before the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall transactions contemplated hereby may be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authorityconsummated has expired, and no statuteas to which all conditions to the consummation of such transactions, ruleprescribed by law, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedsatisfied. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto Buyer and the Transitory --------------------------------------------------------- Subsidiary. The obligation of each of the Buyer and the Transitory Subsidiary ---------- to consummate the Distribution are Transactions is subject to the satisfaction (or waiver, as determined waiver by Sun in its sole discretion, of each the Buyer) of the following additional conditions: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan all outstanding convertible promissory notes of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A Adsmart held by CMGI shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common converted into Adsmart Series B Preferred Stock; (vb) no stop order all outstanding Adsmart Preferred Shares shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra have converted into Adsmart Common Stock in the REIT Conversion MergerShares; (vic) Sun, New Sun the number of Dissenting Shares shall not exceed 3% of the number of outstanding Adsmart Common Shares as of the Effective Time; (d) Adsmart and Sabra the Subsidiaries shall have obtained (and shall have provided copies thereof to the Buyer) all material authorizationsof the waivers, permits, consents, approvals or other authorizations, and clearances effected all of third partiesthe registrations, including U.S. federalfilings and notices, state and local governmental agenciesreferred to in Section 4.4 which are required on the part of Adsmart or the Subsidiaries, except for any the failure of which to complete obtain or effect would not have an Adsmart Company Material Adverse Effect or a material adverse effect on the Distribution and REIT Conversion Mergerability of the Parties to consummate the transactions contemplated by this Agreement; (viie) no preliminary or permanent injunction or other orderthe representations and warranties set forth in Articles III, decree or ruling issued by a Governmental Authority, IV and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, V of this Agreement shall be in effect preventing the consummation true and correct as of the Distribution date of this Agreement and as of the Closing as though made as of the Closing, except to the extent that such representations and warranties are specifically made as of a particular date (in which case such representations and warranties should be true and correct as of such date) and except for any failures to be true and correct (without regard to any materiality, material adverse effect or knowledge qualification contained therein) that would not have a material adverse effect on the REIT Conversion Mergerability of the Parties to consummate the transactions contemplated by this Agreement, an Adsmart Material Adverse Effect or a "Company Material Adverse Effect" (as defined in the Flycast Merger Agreement) and the Buyer shall have received a certificate signed on behalf of the Company, Adsmart and Flycast by an executive officer of CMGI, Adsmart and Flycast, respectively, to such effect; (viiif) each of CMGI, Adsmart and Flycast shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Financing Transactions Closing; (g) The Adsmart Audited Financial Statements shall have been consummated, and all material consents, waivers or amendments delivered to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement the Buyer and the Ancillary Agreements revenue, net income (loss) and stockholders' equity reflected in the Adsmart Audited Financial Statements shall not differ from the same line items reflected in the Adsmart Financial Statements as of the same dates and for the same periods in a manner that would have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatenedan Adsmart Material Adverse Effect; and (xih) all other conditions required to complete the REIT Conversion Merger there shall have been satisfied or waived. no Company Material Adverse Effect (bas defined above) The foregoing conditions are for from the sole benefit date of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior Flycast Closing to the Distribution Date concerning the satisfaction or waiver of any or all date of the conditions set forth in Section 8.01(a) shall be conclusiveContribution Closing.

Conditions to Obligations. (a) of the Underwriters to Purchase Option ---------------------------------------------------------------- Shares. The several obligations of the parties hereto Underwriters to consummate the Distribution are purchase and pay for any ------ Option Shares shall be subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of the officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Option Shares Time of Delivery with respect to such Option Shares, and to the following additional conditions: (i) Sun’s stockholders No stop order suspending the effectiveness of the Registration Statement shall be in effect at such Option Shares Time of Delivery and no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference in the Prospectus shall be in effect at such Option Shares Time of Delivery; no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date; if the Completed Prospectus, or any supplement thereto or to the Prospectus, is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations, the Completed Prospectus, or any such supplement, shall have approved been filed in the Distribution manner and adopted within the agreement time period required by Rule 424(b) of the Regulations and plan the Company shall have provided evidence reasonably satisfactory to the Representatives thereof; and the Representatives shall have received a certificate dated such Option Shares Time of merger Delivery and signed by an executive officer of the Company to implement the REIT Conversion Merger;effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the matters described in the letter furnished pursuant to Section 6(d) hereof the effect of which would, in the opinion of the Representatives, materially and adversely affect the market for such Option Shares; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At such Option Shares Time of Delivery, there shall be in full force and effect an order or orders of the MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to the Representatives by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At such Option Shares Time of Delivery, the Representatives shall have received from Xxxxxx X. XxXxxxx, Xx., Esq., Senior Vice President-- Finance and General Counsel of the Company, and Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Underwriters, opinions, dated such Option Shares Time of Delivery, with respect to such Option Shares in substantially the form and substance prescribed in Exhibits A and B, respectively, hereto. (d) At such Option Shares Time of Delivery, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated such Option Shares Time of Delivery, to the effect that the statements set forth in the letter furnished pursuant to Section 6(d) hereof are reaffirmed, except that the specified date referred to therein shall be a date not more than five days prior to such Option Shares Time of Delivery. (e) At such Option Shares Time of Delivery, the Representatives shall have received a certificate, dated such Option Shares Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of such Option Shares Time of Delivery with the same effect as if made at and as of such Option Shares Time of Delivery; provided, however, that (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment and (B) if the Completed Prospectus shall have been filed with the Commission pursuant to Rule 424(b) of the Regulations, the Prospectus referred to in Sections 1(c), (e), (f), (g) and (i) hereof shall be deemed, for the purposes of such certificate, to be the Completed Prospectus, (ii) the Corporate Restructuring Transactions as set forth on Exhibit A Company shall have performed all of its obligations hereunder to be performed at or prior to such Option Shares Time of Delivery, (iii) if the Company shall have been completed;required to file the Completed Prospectus with the Commission pursuant to Rule 424(b) of the Regulations, the Company shall have done so and (iv) the order or orders described in Section 7(b) hereof shall be in full force and effect. (iiif) New Sun’s listing application All legal proceedings to be taken in connection with the NASDAQ issuance and sale of the Securities shall be reasonably satisfactory in form and substance to counsel for the Underwriters. (g) Subsequent to the date of this Agreement, there shall not have occurred (i) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof) that, in the opinion of the Representatives, would materially, adversely affect the market for the Securities or (ii) any event or development relating to or involving the Company or any officer or director of the Company that, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Securities. (h) Such Option Shares shall have been approved, listed (subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by NYSE. In case any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions conditions specified above in this Section 7 shall not have been consummatedfulfilled at such Option Shares Time of Delivery, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall may be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made terminated by the board of directors of Sun in good faith on Representatives upon notice thereof to the Company at any time at or prior to the Distribution Date concerning the satisfaction or waiver such Option Shares Time of Delivery. Any such termination shall be without liability of any or all of the conditions set forth party to any other party hereunder, except as otherwise provided in Section 8.01(a) 5 hereof and provided that the provisions of Sections 1, 5, 9 and 14 hereof shall be conclusivesurvive such termination and remain in full force and effect.

Conditions to Obligations. (a) of Each Party to Effect the Asset Purchase. -------------------------------------------------------------------- The respective obligations of each Party to effect the parties hereto to consummate the Distribution are Asset Purchase will be subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) This Agreement, the Asset Purchase and the Transactions shall have been approved and adopted in accordance with the BCA by the affirmative vote, or to the extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company stock then issued and outstanding as are required by Applicable Law and the Company's Organizational Documents for such approval and adoption, (b) No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Asset Purchase or the Financing, or seeking material damages or imposing any Adverse conditions in connection therewith, (c) All authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or Buyer and the Company prior to the consummation of the Asset Purchase and the Transactions shall have been obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Asset Purchase, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole, (i) Sun’s stockholders The Financing Document shall have approved contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; statements therein not misleading, (ii) the Corporate Restructuring Transactions as set forth on Exhibit A securities of VIALOG offered in the Financing shall have been completed; sold and purchased subject only to consummation of the Asset Purchase, the Participating Mergers and the Transactions, (iii) New Sun’s listing application with every condition to closing the NASDAQ shall have been approved, subject to official notice of issuance; Financing (except as provided in clause (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (vimmediately succeeding) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived.properly waived and (iv) release of the closing documents relating to the Financing and distribution of the proceeds of the sale of the securities of VIALOG sold and purchased in the Financing shall have been unconditionally authorized by the Underwriter upon consummation of the Asset Purchase and the Participating Mergers, (be) The foregoing conditions are for the sole benefit of Sun and This subsection intentionally left blank, ---------------------------------------- (f) Subject to such material amendments, if any, as shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or be proposed prior to the Distribution Date concerning Asset Purchase Closing by VIALOG to be effective immediately after the satisfaction or waiver Asset Purchase Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been approved and adopted by all action (corporate and other) required for implementation thereof, (g) This subsection intentionally left blank, and ---------------------------------------- (h) The Buyer shall have entered into an amendment with the Principal Stockholder of any or all that certain lease for the property located at 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxx which amendment shall, among other things, (i) allow Buyer to terminate the lease upon sixty (60) days notice, and (ii) allow the Principal Stockholder and its Subsidiaries to locate telephone switching equipment and related fiberoptic cable termination in an area not to exceed one hundred square feet for so long as Buyer occupies the facility but at the sole risk of the conditions set forth in Section 8.01(a) shall be conclusivePrincipal Stockholder and its Subsidiaries.

Conditions to Obligations. (a) Section 8.1. Conditions to Obligations of Acquiror, Merger Sub and Keystone. The obligations of Acquiror, Merger Sub and Keystone to consummate, or cause to be consummated, the parties hereto to consummate the Distribution Merger are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions, any one or more of which may be waived in writing by such parties: (ia) Sun’s stockholders the Shareholders of Keystone shall have approved taken all necessary action to duly authorize, approve and adopt this Agreement and the Distribution and adopted transactions contemplated hereby in accordance with the agreement and plan of merger to implement the REIT Conversion MergerBCL; (iib) all waiting periods (and any extensions thereof) under the Corporate Restructuring Transactions HSR Act shall have expired or been terminated, and all waiting periods, consents or approvals under any other laws, rules or regulations applicable to the Merger and administered by any Antitrust Authority shall have expired, been terminated or been obtained, as set forth applicable; (c) all other necessary permits, approvals, clearances, and consents of Governmental Authorities required to be procured by Acquiror, Merger Sub or Keystone in connection with the Merger, the failure of which to obtain would have a material adverse effect on Exhibit A the ability of Keystone of the Acquiror to complete the Merger or a Material Adverse Effect on the Business, shall have been completedprocured by Acquiror, Merger Sub or Keystone, as applicable; (iiid) New Sun’s listing application with the NASDAQ there shall have been approved, subject to official notice of issuance; (iv) no stop order shall not be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop force any order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sunor decree, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation regulation, stay, judgment or executive order promulgated injunction restraining, enjoining, prohibiting or enacted by any Governmental Authority, shall be in effect preventing making illegal the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xie) all other conditions required to complete the REIT Conversion Merger Holder Representative, the Company and certain Shareholders shall have been satisfied or waivedentered into the Holder Representative Agreement. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. 4.1 Conditions to Obligations of WWC and WWC Parent. The obligations of WWC and WWC Parent to perform, fulfill or carry out their agreements, undertakings and obligations herein made or expressed to be performed, fulfilled or carried out on the Closing Date (including the obligation to make the Required Capital Contribution in accordance with the Partnership Agreement) are and shall be subject to fulfillment of or compliance with, on or prior to the Closing Date, the following conditions precedent, any of which may be waived by WWC and WWC Parent, in their sole discretion, in whole or in part: (a) The obligations Each of the parties hereto representations and warranties of INS and INS Parent contained in this Agreement shall be deemed to consummate the Distribution are subject to the satisfaction or waiver, have been made again at and as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders Closing Date and shall then be true in all material respects, except for changes contemplated by this Agreement. Each of INS and INS Parent shall have approved performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by INS and INS Parent prior to or at the Distribution Closing Date. WWC and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A -13- 14 WWC Parent shall have been completed;furnished with a certificate of INS and INS Parent signed by their respective President, Chief Executive Officer or Vice President, dated the Closing Date, certifying to the fulfillment of the foregoing conditions by INS and INS Parent and to the truth and correctness in all material respects, except for changes contemplated by this Agreement, as of the Closing Date of the representations and warranties of INS or INS Parent contained herein. (iiib) New Sun’s listing application with There shall not then be pending by any third party any suit or proceeding to restrain or invalidate, in whole or in part, this Agreement or the NASDAQ transactions herein contemplated. (c) WWC and WWC Parent shall have been approvedfurnished with an opinion of Sullxxxx & Xard, subject to official notice of issuance;X.C., counsel for INS and INS Parent, dated the Closing Date in the form attached hereto as Exhibit 4.1(c). (ivd) no stop order WWC and WWC Parent shall be have been furnished with an opinion of Artex & Xaddxx, XXC counsel for INS and INS Parent, dated the Closing Date in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;form attached hereto as Exhibit 4.1(d). (ve) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, All consents, approvals and clearances actions of third parties, including U.S. federalall approvals from Federal, state and local governmental agenciesauthorities (including the FCC and all public service commissions and public utility commissions or comparable bodies exercising jurisdiction over the Partnership, to complete the Distribution and REIT Conversion Merger; (viiINS, INS Parent, WWC or WWC Parent) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall as may be in effect preventing required for the consummation of the Distribution or transactions described herein, as of the REIT Conversion Merger; (viii) the Financing Transactions Closing Date, shall have been consummatedobtained or made pursuant to a Final Order, which consents and approvals shall not contain any conditions or restrictions which, in the case of FCC approvals, are not customary in transactions of this nature, and which in the case of third party consents and approvals, materially adversely affect the Partnership, WWC, WWC Parent or their respective businesses or financial condition, or the consummation of the transactions contemplated hereby. (f) INS and INS Parent shall have executed and delivered to WWC and WWC Parent such documents, including the Partnership Agreement and the agreements described in Article 6 hereof, all material consentsin form and substance reasonably satisfactory to WWC's and WWC Parent's counsel, waivers as shall be effective to consummate the transactions contemplated hereby. (g) INS shall have delivered to the Partnership five million ($5,000,000) dollars and the Letter of Credit as required under the Partnership Agreement. (h) No statute, rule or amendments to any mortgage indebtedness regulation shall have been obtained, enacted by any state or Federal government or governmental agency in each case, on terms satisfactory to Sun; (ix) the United States which would render the consummation of this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedunlawful. (bi) The foregoing conditions are for the sole benefit Each of Sun WWC, WWC Parent and any Affiliate (as hereinafter defined) thereof shall not give rise to any duty on the part of Sun or have obtained all required consents under its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.loan agreements with senior lenders,

Conditions to Obligations. of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) The obligations American Shares constituting a part of the parties hereto to consummate the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A Exchange Merger Consideration shall have been completed; (iii) New Sun’s listing application with approved for trading on the NASDAQ shall have been approvedNasdaq National Market, subject to official notice of issuance; (ivb) As of the Closing Date, no stop order Legal Action shall be pending before or threatened in effect writing by any Authority or other Person seeking to restrain, prohibit or make illegal the consummation of the Merger, it being understood and agreed that one or more written requests by any Authority for information or additional information with respect to New Sun’s registration statement on Form S-1 filed the Merger, which information could be used in connection with the SEC such Legal Action, may not be deemed to register under the Securities Act the distribution be a threat of shares of New Sun Common StockLegal Action; (vc) no stop order shall be Other than the filing of merger documents in effect with respect to Sabra’s registration statement on Form S-4 filed accordance with the SEC to register under DGCL and the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunCGCL, New Sun and Sabra shall have obtained all material authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and clearances of third partiesall filings, including U.S. federalsubmissions, state registrations, notices or declarations required to be made by American and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Company with any Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing prior to the consummation of the Distribution or Merger and the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummatedobtained from, and made with, the FCC and all material other required Authorities, except for such authorizations, consents, waivers waivers, orders, approvals, filings, registrations, notices or amendments declarations the failure to obtain or make would not, in the reasonable business judgment of American, assuming consummation of the Merger, have a Material Adverse Effect on American and its Subsidiaries taken as a whole. Without limiting the generality of the foregoing, the FCC shall have issued all necessary consents and approvals in connection with the transactions contemplated by this Agreement, the same shall have become Final Orders, and any mortgage indebtedness conditions precedent to the effectiveness of such Final Orders which are specified therein shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement satisfied without any Materially Adverse Effect upon American and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution its Subsidiaries taken as a whole or the REIT Conversion Merger shall be pending or threatenedStations; and (xid) all other conditions required to complete the REIT Conversion Merger The Shareholder Distribution shall have been satisfied or waivedconsummated in accordance with Section 2.1 hereof. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The transactions contemplated by Sections 2.01, 2.02, 2.03, 2.05 and 2.06 shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen consummated in all material respects; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Ventiv Common Stock shall have been completed; (iii) New Sun’s approved for listing application with on the NASDAQ shall have been approvedNasdaq, subject to official notice of issuance; (iv3) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v4) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, approvals and clearances of third parties, including U.S. all federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxx Business or the Healthcare Services Business, (B) the Assets, results of operations or financial condition of the Xxxxxx Group or the Healthcare Services Group, in each case taken as a whole, or (C) the ability of Xxxxxx or Ventiv to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (vii5) no Xxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (6) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation payment of the Distribution or the REIT Conversion MergerDistribution; (viii7) the Financing Transactions The Distribution shall have been consummated, and all material be payable in accordance with applicable law; (8) All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Xxxxxx Group or the Healthcare Services Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to SunXxxxxx and Ventiv and to the extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; (ix9) this Agreement Xxxxxx shall have received an opinion from each of Weil, Gotshal & Xxxxxx LLP, counsel to Xxxxxx, and Xxxxxx Xxxxxxxx LLP, Xxxxxx'x independent public accountants, that, for federal income tax purposes, the Ancillary Agreements Distribution should be tax-free to Xxxxxx and to stockholders of Xxxxxx Common Stock; (10) One or more of members of the Healthcare Services Group shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain substituted, as of the Distribution or Date, in all respects for the REIT Conversion Merger shall be pending or threatened; and (xi) Xxxxxx Group in respect of all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedHealthcare Services Support Agreements. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Xxxxxx in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) of Each Party to Effect the Exchanges. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Exchanges shall, except as hereinafter provided in this Section, be subject to the satisfaction at or waiverprior to the Closing Date of the following conditions, as determined any or all of which may be waived by Sun written agreement of the parties hereto, in its sole discretionwhole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Exchanges and the other Transactions, or which might, in the reasonable business judgment of American or the Jacor Parties, have a material adverse effect on the Assets and Stations to be acquired by it, it being understood and agreed that a written request by any Authority for information with respect to either of the Exchanges or any other Transaction, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all Governmental Filings required to be made by American and the Jacor Parties with any Authority, prior to the consummation of the Exchanges and the other Transactions, shall have been obtained from, and made with, the FCC and all other required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, in the reasonable business judgment of each of the following conditions: (i) Sun’s stockholders parties, have a material adverse effect on the Assets and Stations being acquired by such party. Without limiting the generality of the foregoing, the FCC shall have approved issued all necessary consents and approvals in connection with the Distribution and adopted transactions contemplated by this Agreement, the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A same shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritybecome Final Orders, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing conditions precedent to the consummation effectiveness of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger such Final Orders which are specified therein shall have been satisfied or waivedwithout any materially adverse effect upon the party acquiring such Stations. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i) Sun’s stockholders the transactions contemplated hereby (including the Distribution, the Recapitalization, the Merger, the amendment to the Grace Certificate of Incorporation and otherwise as required by applicable law and stock exchange regulations) shall have been duly approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerby Grace share- holders; (ii) all conditions to the Corporate Restructuring Transactions as Merger set forth on Exhibit A in the Merger Agreement (other than that the Distribution be con- summated) shall have been completedsatisfied or waived; (iii) New Sun’s listing application all third-party consents and governmental ap- provals required in connection with the NASDAQ transactions con- templated hereby shall have been approvedreceived, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement, the Other Agreements or the Merger Agreement or (B) the business, assets, liabilities, xxxxx- cial condition or results of operations of Grace-Conn. or Packco and their respective subsidiaries, taken as a whole; (iv) the transactions contemplated by Article II shall have been consummated in all material respects, to the extent required to be consummated prior to the Distri- bution; (v) the shares of New Grace Common Stock to be is- sued in the Distribution, and the shares of Newco Common Stock and the Newco Convertible Preferred Stock to be is- sued in the Recapitalization and the Merger, as the case may be, shall have been authorized for listing on the NYSE, in each case subject to official notice of issuance; (ivvi) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution Board of shares Directors of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunGrace, New Sun and Sabra composed as contemplated by Section 2.09, shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Mergerbeen duly elect- ed; (vii) the Registration Statements shall have been de- clared effective under the Exchange Act or the Securities - 42 - Act, as the case may be, by the SEC and no preliminary or permanent injunction or other order, decree or ruling stop order sus- pending the effectiveness of either of the Registration Statements shall have been issued by a Governmental Authoritythe SEC and, to the knowledge of Grace and New Grace, no statute, rule, regulation or executive order promulgated or enacted proceeding for that purpose shall have been instituted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion MergerSEC; (viii) the Financing Transactions applicable parties shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in entered into each case, on terms satisfactory to Sunof the Other Agreements; (ixA) this Agreement the Board of Directors of Grace shall have received customary opinions of a nationally recognized investment banking or appraisal firm in form and substance reasonably satisfactory to such Board to the effect that, after giving effect to the transactions set forth in Ar- ticle II hereof, neither Grace nor New Grace and Grace-- Conn. will be insolvent (such opinions to be dated as of the date of the Merger Agreement, the date the Board of Directors of Grace declares the Distribution and the Ancillary Agreements Dis- tribution Date) and (B) the financial condition of each of Grace and Grace-Conn. satisfies the requirements of Sec- tion 170 of the Delaware General Corporation Law and Sec- tion 33-687 of the Connecticut Business Corporation Act, respectively, such that the distribution of the common stock of Packco to Grace by Grace-Conn. and the Distribu- tion may be effected without violating such Sections, and the Board of Directors of Grace and the Board of Directors of Grace-Conn. shall in good faith have determined that such requirements have been executed and delivered by appropriate parties;satisfied; and (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger transactions contemplated hereby shall be pending or threatened; and (xi) in compliance with all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedapplicable federal and state securi- ties laws. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun in good faith Grace or Grace-Conn. on or behalf of such party hereto prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto Buyer and the Acquisition Subsidiary. The obligation of each of the Buyer and the Acquisition Subsidiary to consummate the Distribution are Merger is subject to the satisfaction (or waiver, as determined waiver by Sun in its sole discretion, of each the Buyer) of the following additional conditions: (ia) Sun’s stockholders the number of Dissenting Shares shall have approved not exceed 10% of the Distribution and adopted number of outstanding Company Shares as of the agreement and plan of merger to implement the REIT Conversion MergerEffective Time; (iib) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with Company and the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra Subsidiaries shall have obtained (and shall have provided copies thereof to the Buyer) all material authorizationsof the waivers, permits, consents, approvals or other authorizations, and clearances effected all of third partiesthe registrations, including U.S. federalfilings and notices, state and local governmental agenciesreferred to in Section 4.2 which are required on the part of the Company or the Subsidiaries, except for any the failure of which to complete obtain or effect would not, individually or in the Distribution and REIT Conversion Mergeraggregate, have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement; (viic) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time as though made as of the Effective Time, except to the extent that the inaccuracy of any such representation or warranty is the result of events or circumstances occurring subsequent to the date of this Agreement and any such inaccuracies, individually or in the aggregate, would not have a Company Material Adverse Effect or a material adverse effect on the ability of the Parties to consummate the transactions contemplated by this Agreement (it being agreed that any materiality qualifications in particular representations and warranties shall be disregarded in determining whether any such inaccuracies would have a Company Material Adverse Effect for purposes of this Section 5.2(c)); (d) the Company shall have performed or complied in all material respects with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time; (e) no preliminary or permanent injunction or other Legal Proceeding shall be pending wherein an unfavorable judgment, order, decree decree, stipulation or ruling issued injunction would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Governmental AuthorityCompany Material Adverse Effect, and no statutesuch judgment, ruleorder, regulation decree, stipulation or executive order promulgated or enacted by any Governmental Authority, injunction shall be in effect preventing the consummation of the Distribution or the REIT Conversion Mergereffect; (viiif) the Financing Transactions Company shall have been consummated, delivered to the Buyer and the Acquisition Subsidiary a certificate (the "Company Certificate") to the effect that each of the conditions specified in clauses (a) and (c) of Section 5.1 and clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Company or a Subsidiary) of this Section 5.2 is satisfied in all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sunrespects; (ixg) this Agreement and the Ancillary Agreements Buyer shall have been executed received from McGuireWoods LLP, counsel to the Company, an opinion with respect to the matters set forth in Exhibit G attached hereto, addressed to the Buyer and delivered by appropriate partiesdated as of the Closing Date; (xh) no litigation or proceeding challenging or seeking to restrain each of the Distribution or individuals who will be officers and directors of the REIT Conversion Merger shall be pending or threatenedBuyer immediately following the Closing and those Company Shareholders who will immediately following the Closing own more than 5% of the outstanding number of shares of Buyer Common Stock will enter into a lock-up agreement with the Buyer substantially in the form of Exhibit F attached hereto (the "Lock-up Agreement"); and (xii) all other conditions required to complete the REIT Conversion Merger The Buyer shall have been satisfied or waived. (b) The foregoing conditions are for received, in a form satisfactory to Buyer, written documentation evidencing the sole benefit full payment of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made certain promissory notes entered into by the board Company as follows: (1) promissory note, dated December 6, 2004, between the Company and Steve Lazuka in the amount of directors $390,500, (2) promissory note, dated Dexxxxxx 0, 0004, between the Company and Steve Lazuka in the amount of Sun $366,867, (3) promissory note, dated Dexxxxxx 0, 0004, between the Company and Michael Lazuka in good faith on or prior to the Distribution Date concerning amount of $22,500, and (4) promissory note, datxx Xxxxxxxx 0, 2004, between the satisfaction or waiver Company and Michael Lazuka in the amount of any or all of the conditions set forth in Section 8.01(a) shall be conclusive$1,543.

Conditions to Obligations. (a) The obligations of the parties hereto Company to consummate cause the Distribution Trustee to sell the Offered Certificates to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Offered Certificates on the Issuance Date are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Issuance Date: (i) Sunthere shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s stockholders shall have approved or MBIA Insurance Corporation’s securities, including the Distribution and adopted Offered Certificates, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the agreement and plan of merger to implement the REIT Conversion MergerSecurities Act; (ii) each of the Corporate Restructuring Transactions as set forth on Exhibit A Operative Documents (other than the Indentures, Participation Agreements and Equipment Notes relating to any Aircraft to be delivered after the Issuance Date and expected to be financed with the proceeds of the issuance and sale of the Offered Certificates) shall have been completed;duly executed and delivered by each of the parties thereto; and (iii) New Sun’s listing application with the NASDAQ there shall not have been approvedoccurred any change, subject or any development reasonably likely to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock involve a change, in the REIT Conversion Merger; (vi) Suncondition, New Sun and Sabra shall have obtained all material authorizationsfinancial or otherwise, consentsor in the earnings, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary business or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation operations of the Distribution Company and its subsidiaries, taken as a whole, or MBIA Insurance Corporation from that set forth in the REIT Conversion Merger; Prospectus (viiiexclusive of any amendments or supplements thereto subsequent to the date of this Agreement) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtainedthat, in each caseyour judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Offered Certificates on the terms satisfactory to Sun; (ix) this Agreement and in the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain manner contemplated in the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedProspectus. (b) The foregoing conditions are for the sole benefit of Sun and Underwriters shall not give rise to any duty have received on the part Issuance Date a certificate, dated the Issuance Date and signed by an executive officer of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior Company, to the Distribution effect set forth in Subsections 5(a)(i) above and to the effect that: (i) the representations and warranties of the Company contained in this Agreement are true and correct as of the Issuance Date concerning (except to the satisfaction extent that they relate solely to an earlier or waiver later date, in which case they shall be true and correct as of any such earlier or later date), (ii) the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Issuance Date, and (iii) the representations and warranties of the Company contained in each of the Operative Documents to which it is a party and executed by the Company on or before the Issuance Date shall be true and correct as of the Issuance Date (except to the extent that they relate solely to an earlier or later date, in which case they shall be true and correct as of such earlier or later date). The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) On the Issuance Date, you shall have received an opinion of each of Xxxxx Xxxxxxx LLP, outside counsel for the Company, and Xxxxxx Price, Xxxxxxx & Kammholz, P.C., special counsel for the Company, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits A-1 and A-2 hereto, respectively. (d) On the Issuance Date, you shall have received an opinion of Xxxxx X. Xxxx, Vice President & General Counsel of the Company, dated the Issuance Date, and in form and substance reasonably satisfactory to you and counsel for the Underwriters substantially to the effect set forth in Exhibit B hereto. (e) On the Issuance Date, you shall have received an opinion of Morris, James, Hitchens & Xxxxxxxx LLP, counsel for Wilmington Trust Company, individually and as Trustee, Subordination Agent, Paying Agent, and Escrow Agent, dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect as set forth in Exhibit C hereto. (f) On the Issuance Date, you shall have received an opinion of Pillsbury Winthrop LLP, special counsel for the Primary Liquidity Provider, and an opinion of German in-house counsel for the Primary Liquidity Provider, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect as set forth in Exhibits D-1 and D-2 hereto, respectively. (g) On the Issuance Date, you shall have received an opinion of Pillsbury Winthrop LLP, special counsel for the Above-Cap Liquidity Provider and the Above-Cap Liquidity Guarantor, and opinions of in-house counsel for the Above-Cap Liquidity Provider and the Above-Cap Liquidity Guarantor, respectively, each the dated the Issuance Date, in form and substance reasonably satisfactory to you and counsel to the Underwriters, substantially to the effect set forth in Exhibits E-1, E-2 and E-3 hereto, respectively. (h) On the Issuance Date, you shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for the Depositary, and an opinion of German in-house counsel for the Depositary and Xxx X. Xxxxxxxxx, General Counsel of the New York branch of the Depositary, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits F-1, F-2 and F-3 hereto, respectively. (i) On the Issuance Date, you shall have received an opinion of Xxxxxx & Xxxxxxx, special counsel for the Policy Provider, and an opinion of the General Counsel of the Policy Provider, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits G-1 and G-2, respectively. (j) On the Issuance Date, you shall have received an opinion of Shearman & Sterling LLP, special counsel for the Underwriters, dated the Issuance Date, with respect to the issuance and sale of the Offered Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require. (k) The Underwriters shall have received, on each of the date hereof and the Issuance Date, a letter dated the date hereof or the Issuance Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements for the years ended December 31, 2003, 2002 and 2001 and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus; provided that the letter delivered on the Issuance Date shall use a “cut-off date” not earlier than the date hereof. (l) The Company shall have furnished to you and to counsel for the Underwriters, in form and substance satisfactory to you and to them, such other documents, certificates and opinions as such counsel may reasonably request in order to pass upon the matters referred to in Section 8.01(a5(j) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (m) Each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the Issuance Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (n) On the Issuance Date, the Offered Certificates shall: (i) in the case of the Offered Certificates of the Class G-1 Trust and Class G-2 Trust, be rated “AAA” and, in the case of the Offered Certificates of the Class C Trust, be rated “BB+” by Standard & Poor’s Ratings Service; and (ii) in the case of the Offered Certificates of the Class G-1 Trust and Class G-2 Trust, be rated “Aaa” and, in the case of the Offered Certificates of the Class C Trust, be rated “Ba1” by Xxxxx’x Investors Service, Inc. The Company agrees to furnish, promptly after each Closing Date (as defined in each Participation Agreement), to the Underwriters a copy of each opinion required to be delivered under the applicable Participation Agreement addressed to the Underwriters and of such other documents furnished in connection with the fulfillment of the conditions precedent therein as the Underwriters or counsel for the Underwriters may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by you on notice to the Company at any time prior to the Issuance Date and such termination shall be conclusivewithout liability of any party to any other party, except as provided in Section 6. Notwithstanding any such termination, the provisions of Section 7 shall remain in effect.

Conditions to Obligations. (a) Section 10.1 Conditions to the Obligations of TRTL Parent, TRTL Merger Sub, the Company and TRTL. The obligations of TRTL Parent, TRTL Merger Sub, the parties hereto Company and TRTL to consummate consummate, or cause to be consummated, the Distribution Mergers are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties and MIHI LLC: (ia) Sun’s stockholders shall have approved Any consent, approval and other authorization of any Governmental Authority required and determined by the Distribution and adopted parties (acting reasonably) to be obtained by the agreement and plan Company, TRTL or any of merger their respective Subsidiaries to implement consummate the REIT Conversion Merger; (ii) transactions contemplated by this Agreement, including the Corporate Restructuring Transactions as set forth on Exhibit A Mergers, shall have been completed;made or obtained. (iiib) New Sun’s listing application with There shall not be in force any Governmental Order or Law enjoining or prohibiting the NASDAQ consummation of the Mergers. (c) The TRTL Stockholder Approval shall have been approvedobtained. (d) The Registration Statement shall have become effective under the Securities Act prior to the mailing of the Proxy Statement/Prospectus by TRTL to the TRTL Stockholders, and no stop order or proceedings seeking a stop order shall be threatened by the SEC or shall have been initiated by the SEC. (e) The Company Ordinary Shares issuable in the Second Merger under Article IV shall have been approved for listing on Nasdaq, subject to official notice of issuance;. (ivf) no stop After giving effect to (i) the exercise of redemption rights by any Redeeming Stockholders, (ii) the sale and issuance by TRTL of TRTL Common Stock or other securities of TRTL, if any, between the date of this Agreement and the Closing, and (iii) the Amended Forward Purchase Contract, TRTL shall have at least an aggregate of $100,000,000 of cash held either in or outside of the Trust Account that is available for payment of expenses and transfer to the Company in order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with consummate the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;transactions contemplated by this Agreement. (vg) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness The Company Shareholder Approvals shall have been obtained. (h) The Company shall have (i) received an opinion from BMR Legal (or a similar internationally-recognized advisor acceptable to both TRTL, MIHI LLC and the Company) reasonably satisfactory in each caseits conclusions and its substance to TRTL, on terms MIHI LLC and the Company regarding the appropriate withholding under Indian law with respect to the business combination and other transactions as has been previously discussed and agreed among BMR, TRTL, MIHI LLC and the Company and (ii) made arrangements reasonably satisfactory to Sun;TRTL, MIHI LLC and the Company to comply with this opinion and the provisions of Section 4.3(g). (ixi) this The Warrant Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain amended in accordance with the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedprovisions of Section 4.6. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.

Conditions to Obligations. (a) The of the Company and the ------------------------------------------------ Shareholders. Notwithstanding any other provision of this Agreement, the ------------ obligations of the parties hereto Company and the Shareholders to consummate the Distribution are Merger and the other transactions contemplated hereby shall be subject to the satisfaction satisfaction, at or waiverprior to the Closing Date, as determined by Sun in its sole discretion, of each of the following conditions: (a) The representations and warranties of ANI and Newco in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and ANI and Newco shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied on or prior to the Closing Date. (b) The Company shall have received from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, counsel for ANI and Newco, a written opinion dated the Closing Date and addressed to the Company and the Shareholders, in substantially the form attached as Annex K hereto. ------- (i) Sun’s stockholders Copies of resolutions of the board of directors of ANI authorizing and approving the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by ANI pursuant hereto and thereto; (ii) A certificate of incumbency certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraph (i) above and further certifying that the certificate of incorporation and bylaws of ANI delivered to the Company at the time of, or prior to, the execution of this Agreement have been validly adopted and have not been amended or modified; and (iii) Such additional supporting documentation and other information with respect to the transactions contemplated hereby as the Company or its counsel may reasonably request. (d) The Company shall have approved received a certificate of the Distribution President of ANI in substantially the form attached as Annex M hereto. ------- (i) Copies of resolutions of (A) the board of directors of Newco authorizing and adopted approving the agreement execution, delivery and plan performance of merger this Agreement and all other documents and instruments to implement be delivered by Newco pursuant hereto and thereto, and (B) the REIT Conversion sole stockholder of Newco approving this Agreement and the Merger; (ii) A certificate of incumbency certifying the Corporate Restructuring Transactions as set forth on Exhibit A shall names, titles and signatures of the officers authorized to execute the documents referred to in subparagraph (i) above and further certifying that the certificate of incorporation and bylaws of Newco delivered to the Company at the time of, or prior to, the execution of this Agreement have been completed;validly adopted and have not been amended or modified; and (iii) New Sun’s listing application Such additional supporting documentation and other information with respect to the NASDAQ transactions contemplated hereby as the Company or its counsel may reasonably request. (f) The Company shall have received a certificate of the President of Newco in substantially the form attached as Annex O hereto. ------- (g) ANI shall have approved and implemented a stock option plan under which the key employees, consultants or advisors of the Company will be eligible to participate as of the Closing, and Xxxxxx Xxxxxxx shall have been approved, subject granted thereunder an option for 200,000 shares vesting over five years at an exercise price equal to official notice of issuance;the IPO Price. (ivh) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with Xxxxxx Xxxxxxx and an additional non-affiliated individual designated by the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions Shareholders shall have been consummated, and all material consents, waivers or amendments elected to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun ANI. (i) ANI or Newco shall have assumed all existing contracts with the management, employees, consultants and advisors of the Company and the BPI Note shall have been paid at Closing. (j) QBI shall have entered into a lease with MRA Associates, LLC, guaranteed by ANI, for a ten-year term and two five-year renewal options which will also provide an option for QBI or ANI to purchase the properties at fair market value, in good faith substantially the form attached hereto as Annex P. Initial ------- annual rent will be $212,000 and the lease will contain a 3% annual cost of living increase adjustment. (k) No act, event or condition shall have occurred after the date hereof which the Shareholders or the Company determines has had or could reasonably be expected to have a material adverse effect on the business, financial condition, properties, profitability, prospects or prior operations of ANI. (l) All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments, releases and documents referenced herein or incident to the Distribution Date concerning transactions contemplated hereby shall be in form and substance reasonably satisfactory to the satisfaction or waiver Company and its counsel. (m) ANI shall have included in the use of any or all proceeds section of the conditions set forth in Section 8.01(a) shall be conclusiveregistration statement for the initial public offering of its Common Stock, a contribution of capital or inter-company loan to the Surviving Corporation of up to $6,000,000 to the extent required by the 1998/1999 business plan of the Company as heretofore provided to ANI.

Conditions to Obligations. (a) The several obligations of the parties hereto to consummate the Distribution Underwriters are subject to the satisfaction or waiveraccuracy, as determined by Sun in its sole discretionon the date hereof and on the Closing Date, of each the representations and warranties of the Company contained herein, to the performance by the Company and the Guarantor of their respective obligations hereunder, and to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) Sun’s stockholders no downgrading shall have approved occurred in the Distribution rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or the Guarantor by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act and adopted no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its existing rating of the agreement and plan Securities or of merger to implement any other debt securities or preferred stock issued or guaranteed by the REIT Conversion Merger;Company or the Guarantor (other than an announcement with positive implications of a possible upgrading); and (ii) there shall not have occurred any change, or any development involving a prospective change, in the Corporate Restructuring Transactions condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with in the NASDAQ shall have been approvedTime of Sale Prospectus that, subject in your judgment, is material and adverse and that makes it, in your judgment, impracticable to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under market the Securities Act on the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock terms and in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances manner contemplated in the Time of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedSale Prospectus. (b) The foregoing Underwriters shall have received on the Closing Date a certificate of the Company and the Guarantor in each case, dated the Closing Date and signed by an executive officer of the Company and the Guarantor, as the case may be, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company and the Guarantor, as the case may be, contained in this Agreement are true and correct as of the Closing Date and that the Company and the Guarantor, as the case may be, has complied with all of the respective agreements and satisfied all of the respective conditions are on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering each such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Underwriters shall have received on the Closing Date an opinion of Faegre Drinker Xxxxxx & Xxxxx LLP, special counsel for the sole benefit of Sun Company, dated the Closing Date in form and substance as reasonably requested by the Representatives. (d) The Underwriters shall not give rise to any duty have received on the part Closing Date an opinion of Sun or its board My Chi To, Executive Vice President, Chief Legal Officer and Corporate Secretary of directors to waive or not waive any such condition. Any determination made the Company, dated the Closing Date in form and substance as reasonably requested by the board Representatives. (e) The Underwriters shall have received on the Closing Date an opinion of directors Xxx Xxxxxx, LLP, outside counsel for the Guarantor, dated the Closing Date in form and substance as reasonably requested by the Representatives. (f) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Sun Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters as the Representatives may reasonably request. (g) The Underwriters shall have received, on each of the date hereof and on the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than three business days prior to the Closing Date. (h) The Underwriters shall have received, on and as of the Closing Date, satisfactory evidence of the good faith on standing of the Company, the Guarantor and the Company’s significant subsidiaries in their respective jurisdictions of organization (to the extent that such concept is applicable) and their good standing in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions, provided that the evidence of good standing for those entities except for the Company may be as of any date from September 17, 2024 through and including the Closing Date. (i) The Supplemental Indenture shall have been duly executed and delivered by a duly authorized officer of the Company, the Guarantor and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee. (j) On or prior to the Distribution Date concerning Closing Date, the satisfaction Company and the Guarantor shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. All opinions, letters, certificates and evidence mentioned above or waiver of any or all of the conditions set forth elsewhere in Section 8.01(a) this Agreement shall be conclusivedeemed to be in compliance with the provisions hereof only if they are in the form and substance reasonably satisfactory to counsel for the Underwriters.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The transactions contemplated by Sections 2.01, 2.02, 2.03, 2.05 and 2.06 shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen consummated in all material respects; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Ventiv Common Stock shall have been completed; (iii) New Sun’s approved for listing application with on the NASDAQ shall have been approvedNasdaq, subject to official notice of issuance; (iv3) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v4) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, approvals and clearances of third parties, including U.S. all federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxx Business or the Healthcare Services Business, (B) the Assets, results of operations or financial condition of the Xxxxxx Group or the Healthcare Services Group, in each case taken as a whole, or (C) the ability of Xxxxxx or Ventiv to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (vii5) no Xxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (6) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation payment of the Distribution or the REIT Conversion MergerDistribution; (viii7) the Financing Transactions The Distribution shall have been consummated, and all material be payable in accordance with applicable law; (8) All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Xxxxxx Group or the Healthcare Services Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; Xxxxxx and Ventiv and to the extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; (ix9) this Agreement Xxxxxx shall have received an opinion from each of Weil, Gotshal & Xxxxxx LLP, counsel to Xxxxxx, and Xxxxxx Xxxxxxxx LLP, Xxxxxx'x independent public accountants, that, for federal income tax purposes, the Ancillary Agreements Distribution should be tax-free to Xxxxxx and to stockholders of Xxxxxx Common Stock; (10) One or more of members of the Healthcare Services Group shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain substituted, as of the Distribution or Date, in all respects for the REIT Conversion Merger shall be pending or threatened; and (xi) Xxxxxx Group in respect of all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedHealthcare Services Support Agreements. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Xxxxxx in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the payment of the Distribution are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The transactions contemplated by Sections 2.01, 2.02, 2.03, 2.05 and 2.06 shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Mergerbeen consummated in all material respects; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Ventiv Common Stock shall have been completed; (iii) New Sun’s approved for listing application with on the NASDAQ shall have been approvedNasdaq, subject to official notice of issuance; (iv3) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v4) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material All authorizations, consents, approvals and clearances of third parties, including U.S. all federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Xxxxxx Business or the Healthcare Services Business, (B) the Assets, results of operations or financial condition of the Xxxxxx Group or the Healthcare Services Group, in each case taken as a whole, or (C) the ability of Xxxxxx or Ventiv to complete the Distribution perform its obligations under this Agreement; and REIT Conversion Mergerall statutory requirements for such valid consummation shall have been fulfilled; (vii5) no Xxxxxx shall have provided the NYSE with the prior written notice of the Record Date required by Rule 10b-17 of the Exchange Act and the rules and regulations of the NYSE; (6) No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation payment of the Distribution or the REIT Conversion MergerDistribution; (viii7) the Financing Transactions The Distribution shall have been consummated, and all material be payable in accordance with applicable law; (8) All necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Xxxxxx Group or the Healthcare Services Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to SunXxxxxx and Ventiv and to the extent necessary to permit the Distribution to be consummated without any material breach of the terms of such agreement, security or facility; (ix9) this Agreement Xxxxxx shall have received an opinion from Xxxxxx Xxxxxxxx LLP, substantially in the form attached hereto as Exhibit E, that the Distribution should be tax-free to Xxxxxx and to U.S. stockholders of Xxxxxx Common Stock; (10) One or more of members of the Ancillary Agreements Healthcare Services Group shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain substituted, as of the Distribution or Date, in all respects for the REIT Conversion Merger shall be pending or threatened; and (xi) Xxxxxx Group in respect of all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedHealthcare Services Support Agreements. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Xxxxxx in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) The obligations of the parties hereto to consummate the Distribution are subject to the satisfaction or waiversatisfaction, as determined by Sun Monsanto in its sole discretion, of each of the following conditions: (i1) Sun’s stockholders The Distribution shall have been approved by the Distribution and adopted holders of a majority of the agreement and plan shares of merger to implement Monsanto Common Stock present in person or by proxy at the REIT Conversion MergerSpecial Meeting; (ii2) the Corporate Restructuring Transactions as set forth on Exhibit A The Monsanto Certificate Amendment shall have been completedapproved by the holders of a majority of the outstanding shares of Monsanto Common Stock; (iii3) New Sun’s listing application with the NASDAQ The transactions contemplated by Sections 2.01, 2.02, 2.05 and 2.06 shall have been approvedconsummated and the transactions contemplated by Section 2.03 shall have been consummated in all material respects; (4) The Chemicals Common Stock shall have been approved for listing on the NYSE, subject to official notice of issuance; (iv5) no stop order The Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 have been filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stockand shall have become effective, and no stop order with respect thereto shall be in effect; (v6) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all All material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state state, local and local foreign governmental agenciesagencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and no such authorization, to complete consent, approval or clearance shall contain any conditions which would have a material adverse effect on (A) the Distribution and REIT Conversion Merger;Monsanto Business or the Chemicals Business, (B) the Assets, results of operations or financial condition of the Monsanto Group (vii7) no No preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authoritycourt of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authoritygovernmental authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion MergerDistribution; (viii8) The Financing Facility shall be in place and all conditions to borrowing thereunder (other than any conditions concerning consummation of the Distribution and the transfers of assets and liabilities described hereunder) the Financing Transactions shall have been consummatedsatisfied, and all material necessary consents, waivers or amendments to each bank credit agreement, debt security or other financing facility to which any mortgage indebtedness member of the Monsanto Group or the Chemicals Group is a party or by which any such member is bound shall have been obtained, or each such agreement, security or facility shall have been refinanced, in each case, case on terms satisfactory to Sun; (ix) this Agreement Monsanto and to the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking extent necessary to restrain permit the Distribution to be consummated without any material breach of the terms of such agreement, security or the REIT Conversion Merger shall be pending or threatenedfacility; and (xi9) all other conditions required to complete the REIT Conversion Merger Monsanto shall have been satisfied or waivedreceived a ruling from the Internal Revenue Service that the Distribution is tax-free for federal income tax purposes, and such ruling shall be in form and substance satisfactory to Monsanto in its sole discretion. (b) The foregoing conditions are for the sole benefit of Sun Monsanto and shall not give rise to any duty on the part of Sun Monsanto or its board Board of directors Directors to waive or not waive any such condition. Any determination made by the board Board of directors Directors of Sun Monsanto in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a10.01(a) shall be conclusive.

Conditions to Obligations. (a) Section 8.01 Conditions to Obligations of Nextel, Acquisition Sub and Chadmoore. The obligations of Nextel and Chadmoore to consummate, or cause to be consummated, the parties hereto to consummate the Distribution transactions contemplated by this Agreement are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions, any one or more of which may be waived in writing by such parties: (ia) Sun’s stockholders The shareholders of Chadmoore shall have approved the Distribution taken all necessary action to authorize, approve and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) adopt this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking transactions referred to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedherein. (b) The foregoing conditions are All waiting periods under the HSR Act and the regulations promulgated thereunder applicable to the transactions contemplated by this Agreement shall have expired or been terminated. (c) All necessary Consents of governmental and regulatory authorities required to be procured by Nextel and Chadmoore in connection with the transactions contemplated by this Agreement (including all required FCC Consents, which shall be deemed to be obtained for purposes of this Agreement only when they have become Final Orders). Any Consent granted or an order entered by the sole benefit FCC shall be a "Final Order" when a sufficient number of Sun days shall have elapsed from the date of entry or grant thereof without the filing of any adverse request, petition or appeal by any party or third party or by the FCC (on its own motion) with respect to such Consent, or any aspect or portion thereof, or any resubmissions of any applications or requests for any of such Consents, or, if challenged, that such Consent (or affected aspects or portions thereof) shall have been reaffirmed or upheld and the applicable period for seeking further administrative or judicial review shall have expired without the filing of any action, petition or request for further review. (d) There shall not give rise to be in force any duty order or decree, statute, rule or regulation nor shall there be on file any complaint by a governmental agency seeking an order or decree, restraining, enjoining or prohibiting the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all consummation of the conditions set forth transactions contemplated by this Agreement, and none of Nextel, Acquisition Sub or Chadmoore, nor any of its Subsidiaries, shall have received notice from any governmental agency that it has determined to institute any suit or proceeding to restrain or enjoin the consummation of the transactions contemplated by this Agreement or to nullify or render ineffective this Agreement if consummated, or to take any other action which would result in Section 8.01(athe prohibition or material change in this Agreement. (e) Nextel's Registration Statement shall be conclusivehave become effective under the Securities Act and no stop order suspending such effectiveness shall have been issued or threatened with respect thereto.

Conditions to Obligations. (a) OF THE CONTROLLING ROAST SHAREHOLDER The obligations of the parties hereto ROAST SHAREHOLDERS to consummate the Distribution transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or waiverbefore the Closing date, as determined by Sun in its sole discretion, of each of the following conditions:, any one or more of which may be waived by the CONTROLLING ROAST SHAREHOLDER. (i) Sun’s stockholders 1. All representations and warranties made by AQUA MOTION in this Agreement shall be true and correct in all material respects on and as of the Closing date as if again made by AQUA MOTION on and as of such date, and if the Closing date is other than the date hereof, the CONTROLLING ROAST SHAREHOLDER shall have approved received a certificate dated the Distribution Closing date and adopted signed by the agreement President of AQUA MOTION to that effect. 2. AQUA MOTION shall have performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing date, and plan the CONTROLLING ROAST SHAREHOLDER shall have received a certificate dated the Closing date and signed by the President of merger AQUA MOTION to implement that effect. 3. Each of the REIT Conversion Merger;officers and directors of AQUA MOTION shall have tendered his or her resignations. (ii) the Corporate Restructuring Transactions 4. All consents, waivers, authorizations and approvals required in order for AQUA MOTION to deliver its shares as set forth on Exhibit A required hereunder shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order duly obtained and shall be in full force and effect with respect on the Closing date. 5. Amendments to New Sun’s registration statement on Form S-1 the December 31, 1999 10K-SB and March 31, 2000 10Q-SB shall be filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;and Exchange Commission indicating that there was a 5-1 forward split undertaken by AQUA MOTION in November, 1999. (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no 6. No preliminary or permanent injunction or other order, decree or ruling order issued by a Governmental Authorityany court or governmental or regulatory authority, and no domestic or foreign, nor any statute, rule, regulation regulation, decree or executive order promulgated or enacted by any Governmental Authoritygovernment or governmental or regulatory authority, shall be domestic or foreign, that declares this Agreement invalid or unenforceable in effect preventing any respect or which prevents the consummation of the Distribution transactions contemplated hereby shall be in effect; and no action or the REIT Conversion Merger; (viii) the Financing Transactions proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been consummatedinstituted by any government or governmental or regulatory authority, domestic or foreign, or by any other person or entity, which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement. 7. The CONTROLLING ROAST SHAREHOLDER shall have received such other duly executed certificates, instruments and documents in furtherance of the transactions contemplated by this agreement as they or their counsel may reasonably request. 8. All certificates, instruments, opinions and other documents required to be executed or delivered by or on behalf of AQUA MOTION under the provisions of this Agreement, and all material consentsother actions and proceedings required to be taken by or on behalf of AQUA MOTION in furtherance of the transactions contemplated hereby, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun reasonably satisfactory in form and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior substance to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveCONTROLLING ROAST SHAREHOLDER.

Conditions to Obligations. (a) Section 7.1. Conditions to Obligations of Purchaser, Purchaser Parent and Sellers. The obligations of Purchaser, Purchaser Parent and Sellers to consummate, or cause to be consummated, the parties hereto to consummate the Distribution transactions contemplated hereby are subject to the satisfaction of the following conditions, any one or waivermore of which may be waived in writing by such parties: (a) There shall not be in force any order or decree, as statute, rule or regulation nor shall there be on file any complaint by a governmental agency seeking an order or decree, restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby, and none of Purchaser, Purchaser Parent or either Seller shall have received notice from any Governmental Authority that it has determined to institute any suit or proceeding to restrain or enjoin the consummation of the transactions contemplated hereby or to nullify or render ineffective this Agreement if consummated, or to take any other action which would result in the prohibition or a material change in the terms of the transactions contemplated hereby. (b) In connection with the consummation of the transactions contemplated by Sun in this Agreement, Chancellor LA shall have obtained all necessary approvals and consents to the consummation of the transactions contemplated hereby from its sole discretionsenior lenders, including without limitation, the Dividend and releases from any and all applicable Liens created by such lenders and releases from any and all guarantees of each of the Company and its Subsidiaries. (c) The issuance of the Lamax Xxxres shall have been duly approved by the stockholders of Purchaser Parent. Section 7.2. Conditions to Obligations of Purchaser and Purchaser Parent. The obligations of Purchaser and Purchaser Parent to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following additional conditions:, any one or more of which may be waived in writing by Purchaser and Purchaser Parent: 35 42 (a) Each of the representations and warranties of each Seller contained in this Agreement shall be true and correct both on the date hereof and as of the Closing, as if made anew at and as of that time (unless to the extent that any such representations and warranties expressly relate to an earlier time, in which case they shall be true and correct at such earlier time), and each of the covenants and agreements of each Seller to be performed as of or prior to the Closing shall have been duly performed, except in each case for changes after the date hereof which are contemplated or expressly permitted by this Agreement, except where (i) Sun’s stockholders shall have approved the Distribution failure of the representations and adopted the agreement warranties to be true and plan of merger to implement the REIT Conversion Merger; correct, or (ii) the Corporate Restructuring Transactions failure of the covenants and agreements to be performed, as set forth the case may be, would not have a material adverse effect on Exhibit A the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole. (b) Chancellor LA shall have delivered to Purchaser and Purchaser Parent a certificate signed by an officer of Chancellor LA, dated the Closing, certifying that, to the best of the knowledge and belief of such officer, the conditions specified in Section 7.1(b), as they relate to Chancellor LA, and Section 7.2(a), to the extent they relate to Chancellor LA, have been completed;fulfilled. (iiic) New Sun’s listing application with the NASDAQ Chancellor Mezzanine shall have delivered to Purchaser and Purchaser Parent a certificate signed by an officer of Chancellor Mezzanine, dated the Closing, certifying that, to the best of the knowledge and belief of such officer, the conditions precedent specified in Section 7.2(a), to the extent they relate to Chancellor Mezzanine, have been approved, subject to official notice of issuance;fulfilled. (ivd) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing Any consent required for the consummation of the Distribution transactions contemplated hereby under any Contract required to be listed on Schedule 2.8 hereto or for the REIT Conversion Merger; (viii) continued enjoyment by the Financing Transactions shall have been consummated, Company and all material consents, waivers or amendments to its Subsidiaries of the benefits of any mortgage indebtedness such Contract after the Closing shall have been obtained, in each caseexcept where the failure to obtain such consent would not have a material adverse effect on the business, on terms satisfactory to Sun;operations or financial condition of the Company and its Subsidiaries, taken as a whole. (ixe) this Agreement and the Ancillary Agreements Each Seller shall have been duly executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedRegistration Rights Agreement. (bf) The foregoing conditions are for Each Seller shall have duly executed and delivered the sole benefit of Sun Stockholders Agreement. (g) Each Seller shall have delivered, or caused to be delivered, to Purchaser and shall Purchaser Parent an executed affidavit, dated not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or more than 30 days prior to the Distribution Date concerning the satisfaction or waiver of any or all Closing Date, in accordance with Code Section 1445(b)(2) and Treasury Regulation Section 1.1445-2(b), which statement certifies that such Seller is not a foreign person and sets forth such Seller's name, taxpayer identification number and address. (h) As of the conditions set forth in Section 8.01(a) Closing, Sellers shall have caused to be conclusiveeliminated all intercompany receivables and payables between any Seller, the Company and its Subsidiaries.

Conditions to Obligations. (a) OF EACH PARTY UNDER THE MERGER AGREEMENT. The respective obligations of each party to effect the parties hereto to consummate Merger under the Distribution are Merger Agreement is subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Closing Date of the following conditions: , any or all of which may be waived by Parent and the Purchaser, in whole or in part, to the extent permitted by applicable law: (i) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (iia) the Corporate Restructuring Transactions as set forth on Exhibit A Merger Agreement shall have been completed; approved by the requisite vote of the shareholders of the Company, if required by applicable law; (iiib) New Sun’s listing application with the NASDAQ waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been approvedterminated or shall have expired, subject to official notice and the period of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register time for any applicable review process by CFIUS under the Securities Exon-Xxxxxx Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, expired and CFIUS shall not have taken any action or made any recommendation to the President of the United States to block or prevent the consummation of the Offer or the Merger; (c) any consents, approvals and clearances filings under any foreign antitrust Law, the absence of third partieswhich would prohibit the consummation of the Merger, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; shall have been obtained or made; (viid) no temporary restraining order, preliminary or permanent injunction or other order, decree or ruling order issued by a Governmental Authority, and no statute, rule, regulation any court of competent jurisdiction or executive order promulgated other legal restraint or enacted by any Governmental Authority, shall be in effect prohibition preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger in effect and any party asserting this condition shall have been satisfied or waived. (b) The foregoing conditions are for used all reasonable efforts to prevent the sole benefit entry of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by injunction or other order and to appeal as promptly as possible any such injunction or other order that may be entered; and (e) the board of directors of Sun in good faith on or prior Purchaser shall have accepted for payment and paid for all Shares validly tendered and not withdrawn pursuant to the Distribution Date concerning Offer; PROVIDED that this condition shall be deemed satisfied with respect to the satisfaction or waiver of any or all obligation of the conditions set forth Purchaser and Parent to effect the Merger if the Purchaser fails to accept for payment or pay for Shares pursuant to the Offer in Section 8.01(a) shall be conclusiveviolation of the Merger Agreement.

Conditions to Obligations. (a) of Each Party to Effect the Merger. The respective obligations of each Party to effect the parties hereto to consummate the Distribution are Merger shall be subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (ia) Sun’s stockholders This Agreement, the Merger and the Transactions shall have been approved the Distribution and adopted in accordance with the agreement PBCL and plan the DGCL by the affirmative vote of merger the Pierce Leahy Shareholders and the Iron Mountain Stockholders, respectively, holding at least the minimum number of shares of Pierce Leahy Common Stock and Iron Mountain Common Stock, as applicable, then issued and outstanding as are required by Applicable Law, Pierce Leahy's Organic Documents and Iron Mountain's Organic Documents, as applicable, for such approval and adoption; (b) As of the Closing Date, no Legal Action shall be pending by or before any Authority seeking to implement restrain, prohibit, make illegal or delay materially, or to impose any Adverse conditions, or which might, in the REIT Conversion reasonable business judgment of Iron Mountain or Pierce Leahy, as the case may be, reasonably be expected to have an Adverse Effect on the Surviving Corporation and its Subsidiaries taken as a whole assuming consummation of the Merger; (iic) Other than the Corporate Restructuring filing of the certificate of merger in accordance with the DGCL and articles of merger in accordance with the PBCL, all authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by Iron Mountain or Pierce Leahy or any of their respective Subsidiaries prior to the consummation of the Merger and the Transactions as set forth on Exhibit A shall have been completedobtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, in the reasonable judgment of Pierce Leahy or Iron Mountain, as applicable, assuming consummation of the Merger, reasonably be expected to have an Adverse Effect on the Surviving Corporation; (iiid) New Sun’s listing application with The waiting periods (and any extension thereof) applicable to the NASDAQ Merger under the HSR Act shall have expired or been terminated, and neither the FTC, DOJ nor any other Authority shall have authorized the institution of enforcement proceedings (that have not been dismissed or otherwise disposed of) to delay, prohibit, or otherwise restrain the transactions contemplated by the Agreement; (e) The shares of Pierce Leahy Common Stock issuable to Iron Mountain Stockholders pursuant to this Agreement shall have been approvedapproved for listing on the NYSE, subject only to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xif) all other conditions required to complete the REIT Conversion Merger The Registration Statement shall have been satisfied or waived. (b) The foregoing conditions are for declared effective, and no stop order suspending the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all effectiveness of the conditions set forth in Section 8.01(a) Registration Statement shall be conclusivein effect.

Conditions to Obligations. (a) 8.1 Conditions to Obligations of Nextel and PCI. The obligations of Nextel and PCI to consummate, or cause to be consummated, the parties hereto to consummate the Distribution Merger are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions:, any one or more of which may be waived in writing by such parties: 96 88 (ia) Sun’s The stockholders of PCI shall have approved taken all necessary action to authorize, approve and adopt this Agreement and the Distribution and adopted the agreement and plan of merger transactions referred to implement the REIT Conversion Merger;herein. (iib) All waiting periods under the Corporate Restructuring Transactions as set forth on Exhibit A HSR Act and the regulations promulgated thereunder applicable to the Merger shall have expired or been terminated. (c) All necessary approvals, clearances and consents of governmental and regulatory authorities required to be procured by Nextel and PCI in connection with the Merger (including all required FCC approvals and consents, which shall be deemed to be obtained for purposes of this Agreement only when they have become Final Orders), and all material approvals and consents of third parties that are required to be obtained in connection with the transactions contemplated by this Agreement or the Merger Agreement, shall have been completed; procured. Any consent or approval granted or an order entered by the FCC shall be a "Final Order" when a sufficient number of days shall have elapsed from the date of entry or grant thereof without the filing of any adverse request, petition or appeal by any party or third party or by the FCC (iiion its own motion) New Sun’s listing application with the NASDAQ respect to such consent, approval or order, or any aspect or portion thereof, or any resubmissions of any applications or requests for any of such consents, approvals or orders, or, if challenged, that such consent, approval or order (or affected aspects or portions thereof) shall have been approvedreaffirmed or upheld and the applicable period for seeking further administrative or judicial review 97 89 shall have expired without the filing of any action, subject to official notice of issuance;petition or request for further review. (ivd) There shall not be in force any order or decree, statute, rule or regulation nor shall there be on file any complaint by a governmental agency seeking an order or decree, restraining, enjoining or prohibiting the consummation of the Merger, and neither Nextel nor NFC nor Merger Sub nor PCI nor any of its Subsidiaries shall have received notice from any governmental agency that it has determined to institute any suit or proceeding to restrain or enjoin the consummation of the Merger or to nullify or render ineffective this Agreement if consummated, or to take any other action which would result in the prohibition or material change in the Merger. (e) Nextel's Registration Statement shall have become effective under the Securities Act and no stop order suspending such effectiveness shall have been issued or threatened with respect thereto. (f) The registration statements or other filings as may be required under applicable blue sky laws pursuant to Annex B shall have become effective, and no stop order shall be threatened or in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of thereto. (g) The shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Nextel Common Stock issuable in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied listed or waived. (b) The foregoing conditions are approved for the sole benefit listing upon notice of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made issuance by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveNasdaq NM.

Conditions to Obligations. (a) The obligations of the parties hereto Xxxx -------------------------- to consummate the Distribution are subject to the satisfaction (or waiver, as determined waiver by Sun in its sole discretion, the Xxxx Board) of each of the following conditions: (i) Sun’s stockholders all material regulatory approvals necessary to consummate the Distribution shall have approved the Distribution been received and adopted the agreement be in full force and plan of merger to implement the REIT Conversion Mergereffect; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A transactions contemplated by Article II shall have been completedconsummated in all material respects, to the extent required to be consummated prior to the Distribution; (iii) New Sun’s listing application the Form 10 shall have become effective under the Exchange Act, and no stop order or similar Commission proceeding shall be in effect with respect to the NASDAQ Form 10, and no proceeding for that purpose shall have been approvedinstituted by the Commission; (iv) Arch's Board of Directors, as described in the Information Statement, shall have been elected by Xxxx, as sole shareowner of Arch, and each of the Articles, the By-laws and the Rights Plan shall be in effect; (v) the Arch Common Shares shall have been accepted for listing on the NYSE, subject to official notice of issuance; (ivvi) no stop order the Xxxx Board shall have received an opinion of counsel satisfactory in form and substance to the Xxxx Board in its sole discretion to the effect that the Distribution will not be in effect with respect taxable to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution holders of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Xxxx Common Stock in pursuant to Sections 355 and 368(a)(1)(D) of the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion MergerCode; (vii) no order, preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation any court or executive order promulgated agency of competent jurisdiction or enacted by any Governmental Authority, other legal restraint or prohibition preventing consummation of the Distribution shall be in effect preventing the and no other event shall have occurred or failed to occur that prevents consummation of the Distribution or the REIT Conversion MergerDistribution; (viii) the Financing Transactions Xxxx Board shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun;formally approved the Distribution; and (ix) this Agreement and each of the Ancillary Agreements shall have been executed and delivered by appropriate the applicable parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun Xxxx and shall not give rise to any duty on the part of Sun Xxxx or its board of directors the Xxxx Board to waive or not waive such conditions or in any way limit Olin's right to terminate this Agreement as set forth in Section 8.13 or alter the consequences of any such conditiontermination from those specified in such Section. Any determination made by the board of directors of Sun in good faith on or Xxxx Board prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 8.01(a) 8.01 shall be conclusive.

Conditions to Obligations. (a) The obligation of the Company to sell the Securities to the Underwriters and the several obligations of the parties hereto Underwriters to consummate purchase and pay for the Distribution Securities on the Closing Date are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each condition that the Registration Statement shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no No stop order suspending the effectiveness of the Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authorityeffect, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger proceedings for such purpose shall be pending before or threatened; and (xi) all other conditions required to complete threatened by the REIT Conversion Merger shall have been satisfied or waivedCommission. (b) The foregoing conditions are for representations and warranties of the sole benefit Company contained in this Agreement shall be true and correct as of Sun the date hereof and as of the Closing Date, and the Company shall not give rise to any duty on have complied with all of the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change (other than a notice of a possible upgrading), in the rating accorded any of the securities of the Company or any of its subsidiaries or affiliates by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (d) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 8.01(a6(c)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (e) The Underwriters shall have received on the Closing Date (i) an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, outside counsel for the Company, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives. The opinion of Xxxxx Xxxx & Xxxxxxxx LLP described in this Section 6(e) shall be conclusiverendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx X. Xxxxxx, Executive Vice President, General Counsel and Chief Legal Officer of the Company, with respect to such matters and in such form as is reasonably satisfactory to the Representatives. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (i) The Supplemental Indenture shall have been duly executed and delivered by each of the Company and the Trustee, the Securities shall have been duly executed and delivered by the Company and the Securities shall have been duly authenticated by the Trustee. (j) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, dated the date hereof or the Closing Date, as the case may be, and signed by the Chief Financial Officer of the Company with respect to such matters and in such form as is reasonably satisfactory to the Representatives. (k) The Underwriters shall have received such other documents as you may reasonably request with respect to other matters related to the sale of the Securities.

Conditions to Obligations. (a) of Each Party to Effect the Merger. The respective obligations of each party to effect the parties hereto to consummate the Distribution are Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or waiverprior to the Closing Date of the following conditions, any or all of which may be -45- 50 waived, in whole or in part, to the extent permitted by Applicable Law: (a) the Required Vote shall have been obtained; (b) the FCC shall have issued the FCC Order (as determined defined below) approving the applications for transfer of control of American's FCC Licenses in connection with the transactions contemplated herein, and the FCC Order shall have been obtained without the imposition of conditions that would have a Material Adverse Effect on Mergeparty's television and radio broadcasting business; provided that without triggering Mergeparty's right to approve such conditions or restrictions, the FCC Order (i) may condition consummation of the Merger on Mergeparty complying with the numerical limits on local multiple radio ownership imposed by Sun 47 C.F.R. Section 73.3555(a) by affording Mergeparty a period of at least six (6) months following the Effective Time within which to comply with such rule through the use of divestiture trusts on terms and conditions required by the FCC, provided further, however, that to the extent that the FCC authority for such divestiture trusts provides for a period of less than six (6) months, (A) American has the right to postpone the Effective Time (and, to the extent necessary, the Termination Date), so that Mergeparty is afforded the six (6) month divestiture period, whether before or after the Effective Time and (B) if American exercises such right, Mergeparty's right to approve such condition shall not be triggered, and (ii) may grant Mergeparty temporary, rather than permanent, waivers of the "one-to-a-market" rule, 47 C.F.R. Section 73.3555(c), so long as such temporary waivers shall remain in effect until at least six (6) months following the effective date of FCC action concluding the ongoing rulemaking proceeding in MM Docket Nos. 91-221, 87-8 (FCC 94-322) or a successor rulemaking proceeding pending at the time of the grant of the FCC Order, that considers the "one-to-a-market" rule. The "FCC Order" shall be an action by the FCC approving the transfer of the American FCC Licenses with respect to which, except as may be waived in writing by Mergeparty in its sole discretion, of each of the following conditions: (i) Sun’s stockholders shall have approved no timely request for stay, petition for reconsideration or appeal or sua sponte action of the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; FCC with comparable effect is pending, or (ii) if any of the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; foregoing is pending, in the judgment of Mergeparty it lacks any substantial merit or is contrary to established FCC precedent, or (iii) New Sun’s listing application with if it were to be so granted, it would not have a Material Adverse Effect on Mergeparty's television and radio broadcasting business; and as to which the NASDAQ shall have been approved, subject to official notice of issuance; thirty (iv30) no stop order shall be day time period specified in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusive.47 U.S.

Conditions to Obligations. (a) The obligations of the ------------------------- parties hereto to consummate the Distribution are subject to the satisfaction satisfaction, or waiver, as determined waiver by Sun in its sole discretionParent, of each of the following conditions: (ia) Sun’s stockholders shall have approved Final approval of the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed;given by the Board of Directors of Parent in its sole discretion. (iiib) New Sun’s listing application The actions and filings necessary or appropriate under federal and state securities laws and state blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the NASDAQ Distribution (including, if applicable, any actions and filings relating to the Distribution Information Statement) shall have been approvedtaken and, where applicable, have become effective or been accepted. (c) The Technologies Common Stock to be issued in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of issuance;. (ivd) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) SunNo order, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation any court or executive order promulgated agency of competent jurisdiction or enacted by any Governmental Authority, shall be in effect other legal restraint or prohibition preventing the consummation of the Separation, the Contribution, the IPO or the Distribution or any of the REIT Conversion Merger;other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (viiie) A private letter ruling from the Financing Transactions shall have been consummatedInternal Revenue Service, in form and all material consentssubstance satisfactory to Parent, waivers or amendments to any mortgage indebtedness shall have been obtained, and shall continue in each caseeffect, on terms satisfactory to Sun;the effect that no gain or loss will be recognized by Parent, Technologies, or Parent's or Technologies' shareholders for federal income tax purposes as a result of (i) the IPO; (ii) the Distribution, (iii) the Contribution; and (iv) the Internal Spin-Off. (ixf) All Consents and Governmental Approvals required in connection with the transactions contemplated hereby shall have been received, except where the failure to obtain such consents or approvals would not have a material adverse effect on either (A) the ability of the parties to consummate the transactions contemplated by this Agreement and the Ancillary Agreements or (B) the business, assets, liabilities, financial condition or results of operations of Technologies and its Subsidiaries, taken as a whole. (g) Any adjustment to be made pursuant to Section 2.6 shall have been executed ----------- agreed upon by Parent and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedTechnologies. (bh) The foregoing conditions are for the sole benefit of Sun and This Agreement shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusivehave been terminated.

Conditions to Obligations. (a) of the Underwriters to Purchase Option ---------------------------------------------------------------- Shares. The several obligations of the parties hereto Underwriters to consummate the Distribution are purchase and pay ------ for any Option Shares shall be subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of the officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Option Shares Time of Delivery with respect to such Option Shares, and to the following additional conditions: (i) Sun’s stockholders No stop order suspending the effectiveness of the Registration Statement shall be in effect at such Option Shares Time of Delivery and no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference in the Prospectus shall be in effect at such Option Shares Time of Delivery; no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date; if the Completed Prospectus, or any supplement thereto or to the Prospectus, is required to be filed with the Commission pursuant to Rule 424(b) of the Regulations, the Completed Prospectus, or any such supplement, shall have approved been filed in the Distribution manner and adopted within the agreement time period required by Rule 424(b) of the Regulations and plan the Company shall have provided evidence reasonably satisfactory to the Representatives thereof; and the Representatives shall have received a certificate dated such Option Shares Time of merger Delivery and signed by an executive officer of the Company to implement the REIT Conversion Merger;effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the matters described in the letter furnished pursuant to Section 6(d) hereof the effect of which would, in the opinion of the Representatives, materially and adversely affect the market for such Option Shares; (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and the Prospectus (or any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At such Option Shares Time of Delivery, there shall be in full force and effect orders of the MPSC authorizing the issuance and sale of the Securities on the terms and conditions herein set forth and containing no provisions unacceptable to the Representatives by reason of the fact that they are materially adverse to the Company (it being understood that the MPSC's orders in effect on the date hereof contain no such unacceptable provisions). (c) At such Option Shares Time of Delivery, the Representatives shall have received from Xxxxxx X. XxXxxxx, Xx., Esq., Senior Vice President-- Finance and General Counsel of the Company, and Winthrop, Stimson, Xxxxxx & Xxxxxxx, counsel for the Underwriters, opinions, dated such Option Shares Time of Delivery, with respect to such Option Shares in substantially the form and substance prescribed in Exhibits A and B, respectively, hereto. (d) At such Option Shares Time of Delivery, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated such Option Shares Time of Delivery, to the effect that the statements set forth in the letter furnished pursuant to Section 6(d) hereof are reaffirmed, except that the specified date referred to therein shall be a date not more than five days prior to such Option Shares Time of Delivery. (e) At such Option Shares Time of Delivery, the Representatives shall have received a certificate, dated such Option Shares Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of such Option Shares Time of Delivery with the same effect as if made at and as of such Option Shares Time of Delivery; provided, however, that (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment and (B) if the Completed Prospectus shall have been filed with the Commission pursuant to Rule 424(b) of the Regulations, the Prospectus referred to in Sections 1(c), (e), (f), (g) and (i) hereof shall be deemed, for the purposes of such certificate, to be the Completed Prospectus, (ii) the Corporate Restructuring Transactions as set forth on Exhibit A Company shall have performed all of its obligations hereunder to be performed at or prior to such Option Shares Time of Delivery, (iii) if the Company shall have been completed;required to file the Completed Prospectus with the Commission pursuant to Rule 424(b) of the Regulations, the Company shall have done so and (iv) the orders described in Section 7(b) hereof shall be in full force and effect. (iiif) New Sun’s listing application All legal proceedings to be taken in connection with the NASDAQ issuance and sale of the Securities shall be reasonably satisfactory in form and substance to counsel for the Underwriters. (g) Subsequent to the date of this Agreement, there shall not have occurred (i) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof) that, in the opinion of the Representatives, would materially, adversely affect the market for the Securities or (ii) any event or development relating to or involving the Company or any officer or director of the Company that, in the opinion of the Company and its counsel or the Representatives and counsel for the Underwriters, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Securities. (h) Such Option Shares shall have been approved, listed (subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by NYSE. In case any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions conditions specified above in this Section 7 shall not have been consummatedfulfilled at such Option Shares Time of Delivery, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall may be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made terminated by the board of directors of Sun in good faith on Representatives upon notice thereof to the Company at any time at or prior to the Distribution Date concerning the satisfaction or waiver such Option Shares Time of Delivery. Any such termination shall be without liability of any or all of the conditions set forth party to any other party hereunder, except as otherwise provided in Section 8.01(a) 5 hereof and provided that the provisions of Sections 1, 5 and 9 hereof shall be conclusivesurvive such termination and remain in full force and effect.

Conditions to Obligations. (a) of the Company and the Stockholders. The obligations of the parties hereto Company and the Stockholders to consummate effect the Distribution Merger are subject to satisfaction at or prior to the satisfaction or waiver, as determined by Sun in its sole discretion, of each Effective Time of the following conditions: (ia) Sun’s stockholders The representations and warranties set forth in Section 3.3 shall have approved be true and correct at and as of the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion MergerEffective Time; (iib) the Corporate Restructuring Transactions as set forth on Exhibit A Acquisition and Superior shall have been completedperformed and complied with all of their respective covenants hereunder through the Effective Time; (iiic) New Sun’s listing application with the NASDAQ Acquisition and Superior shall have been approved, subject delivered to official notice the Company and the Stockholders a certificate signed by an officer of issuanceAcquisition and Superior to the effect that each of the conditions specified above in Sections 4.2(a) and (b) are satisfied in all respects; (ivd) no stop order Acquisition shall have delivered to the Company and the Stockholders (i) a copy of the text of the director and stockholder resolutions by which the corporate action on the part of Acquisition necessary to approve this Agreement and the Merger were taken, certified by Acquisition's corporate secretary, and (ii) an incumbency certificate signed by an officer of Acquisition certifying the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (e) Superior shall have delivered to the Company and the Stockholders (i) a copy of the text of the director resolutions by which the corporate action on the part of Superior necessary to approve this Agreement and the Merger were taken, certified by Superior's corporate secretary, (ii) an incumbency certificate signed by an officer of Superior certifying the signature and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; and (iii) certificates representing shares of Superior Common and payment for fractional interests to be delivered in effect accordance with Section 2.8; (f) The Company and the Stockholders shall have received an opinion from Sachxxxx & Xeavxx, Xxd., with respect to New Sun’s registration statement on Form S-1 filed with the SEC matters set forth in Exhibit C attached hereto, addressed to register under the Securities Act Company and the distribution Stockholders and dated as of shares of New Sun Common Stockthe Effective Time; (vg) no stop order No action, suit or proceeding shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance pending or threatened before any court or quasi-judicial or administrative agency of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sunany Federal, New Sun and Sabra shall have obtained all material authorizationsstate, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agenciesor foreign jurisdiction, to complete which any of the Distribution and REIT Conversion Merger; (vii) no preliminary Parties is a party which would prevent or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing inhibit the consummation of the Distribution transaction contemplated hereby or seek to impose any liability on any Party as a result of the REIT Conversion consummation of the Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness necessary regulatory approvals shall have been obtained, in each case, on terms satisfactory to Sun; (ixh) this Agreement and the Ancillary Agreements Each Company Option shall have been executed converted into a Substituted Option in accordance with Section 5.1(a), and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger each outstanding Company Equity Right shall be pending or threatenedconverted as provided in Section 5.1(b) ; and (xii) All actions and proceedings hereunder and all documents and other papers required to be delivered by Acquisition and Superior hereunder or in connection with consummation of the transactions contemplated hereby and all other conditions required to complete the REIT Conversion Merger related matters shall have been satisfied approved by Hooper, Hathaway, Price, Beuche & Wallxxx, xxunsel to the Company, as to their form or waived. (b) The foregoing conditions are for substance. Each of the sole benefit of Sun Company and shall not give rise to the Stockholders may waive, in whole or in part, any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun condition specified in good faith on this Section 4.2 if it executes a writing so stating at or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveEffective Time.

Conditions to Obligations. (a) of Each Party to Effect the Asset Purchase. -------------------------------------------------------------------- The respective obligations of each Party to effect the parties hereto to consummate the Distribution are Asset Purchase will be subject to the satisfaction at or waiver, as determined by Sun in its sole discretion, of each prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) This Agreement, the Asset Purchase and the Transactions shall have been approved and adopted in accordance with the BCA by the affirmative vote, or to the extent permitted by Applicable Law, by written consent, of the Stockholders holding at least the minimum number of shares of the Company stock then issued and outstanding as are required by Applicable Law and the Company's Organizational Documents for such approval and adoption, (b) No proceeding before any Authority or Claim by any Person shall be pending, challenging or seeking to make illegal, to delay materially or otherwise directly or indirectly to restrain or prohibit the consummation of the Asset Purchase or the Public Offering, or seeking material damages or imposing any Adverse conditions in connection therewith, (c) All authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by VIALOG or Buyer and the Company prior to the consummation of the Asset Purchase and the Transactions shall have been obtained from, and made with, all required Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations the failure to obtain or make would not, assuming consummation of the Asset Purchase, have an Adverse Effect on the Company and the Company and its Subsidiaries taken as a whole, (i) Sun’s stockholders The Registration Statement shall have approved become effective and shall contain no untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; statements therein not misleading, (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shares of VIALOG Stock offered in the Public Offering shall have been completed; sold and purchased subject only to consummation of the Asset Purchase, the Participating Mergers and the Transactions, (iii) New Sun’s listing application with every condition to closing the NASDAQ shall have been approved, subject to official notice of issuance; Public Offering (except as provided in clause (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (vimmediately succeeding) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedproperly waived and (iv) release of the closing documents relating to the Public Offering and distribution of the proceeds of the sale of all shares of VIALOG Stock sold and purchased in the Public Offering shall have been unconditionally authorized by the Underwriter upon consummation of the Asset Purchase and the Participating Mergers, (e) The minimum number of Participating Mergers required to prevent termination pursuant to Section 8.1(b)(ii) of this Agreement shall have been authorized and approved in accordance with Applicable Law and the Organizational Documents of the Other Participating Companies, in the case of the Participating Mergers, (f) Subject to such material amendments, if any, as shall be proposed prior to Asset Purchase Closing by VIALOG to be effective immediately after Asset Purchase Closing, and to the extent reasonably satisfactory to the Company and the Other Participating Companies, the VIALOG stock option plan described in the Registration Statement shall have been approved and adopted by all action (corporate and other) required for implementation thereof, and (g) Each of the Persons named on Exhibit 7.1(g), including one -------------- Person proposed by a majority of the chief executive officers of the Company and the Other Participating Companies acting as a group, shall have been elected a director of VIALOG, effective immediately after the Public Offering Closing Date, and all together shall constitute the entire Board of Directors of VIALOG, each to serve until the election of the successor to, or the earlier resignation or termination of, such director. (bh) The foregoing conditions are Buyer shall have entered into an amendment with the Principal Stockholder of that certain lease for the property located at 0000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxx which amendment shall, among other things, (i) allow Buyer to terminate the lease upon sixty (60) days notice, and (ii) allow the Principal Stockholder and its Subsidiaries to locate telephone switching equipment and related fiberoptic cable termination in an area not to exceed one hundred square feet for so long as Buyer occupies the facility but at the sole benefit risk of Sun Principal Stockholder and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveSubsidiaries.

Conditions to Obligations. (a) Section 10.1 Conditions to the Obligations of TRTL Parent, TRTL Merger Sub, the Company and TRTL. The obligations of TRTL Parent, TRTL Merger Sub, the parties hereto Company and TRTL to consummate consummate, or cause to be consummated, the Distribution Mergers are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties and MIHI LLC: (ia) Sun’s stockholders shall have approved Any consent, approval and other authorization of any Governmental Authority required and determined by the Distribution and adopted parties (acting reasonably) to be obtained by the agreement and plan Company, TRTL or any of merger their respective Subsidiaries to implement consummate the REIT Conversion Merger; (ii) transactions contemplated by this Agreement, including the Corporate Restructuring Transactions as set forth on Exhibit A Mergers, shall have been completed;made or obtained. (iiib) New Sun’s listing application with There shall not be in force any Governmental Order or Law enjoining or prohibiting the NASDAQ consummation of the Mergers. (c) The Extension Stockholder Approval shall have been approvedobtained. (d) The TRTL Stockholder Approval shall have been obtained. (e) The Registration Statement shall have become effective under the Securities Act prior to the mailing of the Proxy Statement/Prospectus by TRTL to the TRTL Stockholders, and no stop order or proceedings seeking a stop order shall be threatened by the SEC or shall have been initiated by the SEC. (f) The Company Ordinary Shares issuable in the Second Merger under Article IV shall have been approved for listing on Nasdaq, subject to official notice of issuance;. (ivg) no stop After giving effect to (i) the exercise of redemption rights by any Redeeming Stockholders, (ii) the sale and issuance by TRTL of TRTL Common Stock or other securities of TRTL, if any, between the date of this Agreement and the Closing, and (iii) the Amended Forward Purchase Contract, TRTL shall have at least an aggregate of $100,000,000 of cash held either in or outside of the Trust Account that is available for distribution in order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with consummate the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock;transactions contemplated by this Agreement. (vh) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness The Company Shareholder Approvals shall have been obtained. (i) The Company shall have (i) received an opinion from BMR Advisors (or a similar internationally-recognized advisor acceptable to both TRTL, MIHI LLC and the Company) reasonably satisfactory in each caseits conclusions and its substance to TRTL, on terms MIHI LLC and the Company regarding the appropriate withholding required to be deducted and withheld under Indian law with respect any consideration payable under this Agreement to any Person and (ii) made arrangements reasonably satisfactory to Sun;TRTL, MIHI LLC and the Company to comply with this opinion and the provisions of Section 4.3(h). (ixj) this The Warrant Agreement and the Ancillary Agreements shall have been executed amended in accordance with the provisions of Section 4.6. Section 10.2 Conditions to the Obligations of TRTL, TRTL Parent and delivered TRTL Merger Sub. The obligation of TRTL, TRTL Parent and TRTL Merger Sub to consummate, or cause to be consummated, the First Merger is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by appropriate parties;both TRTL and MIHI LLC: (xa) no litigation or proceeding challenging or seeking to restrain Each of the Distribution or representations and warranties of the REIT Conversion Merger Company contained in Article V shall be pending true and correct (without giving effect to any limitation as to “materiality” or threatened; and “Company Material Adverse Effect” or any similar limitation set forth therein) as of the Closing Date as though made on the Closing Date (xi) all other conditions required except to complete the REIT Conversion Merger extent such representations and warranties expressly relate to an earlier date, in which case, they shall have been satisfied or waivedbe true and correct on and as of such earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct would not be a Company Material Adverse Effect. (b) Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects. (c) The foregoing Company shall have delivered to TRTL a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions are for specified in Section 10.2(a) and Section 10.2(b) have been fulfilled. (d) The Company shall have delivered to TRTL a true copy of the sole benefit resolutions of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning Company authorizing the satisfaction or waiver execution of any or all this Agreement and the consummation of the conditions set forth transactions contemplated herein, certified by the Secretary or similar officer of the Company. (e) The Company shall have delivered to TRTL a counterpart signature of the Investor Rights Agreement duly executed by each party thereto other than the TRTL Sponsors or MIHI LLC. (f) The Company shall have delivered to TRTL a counterpart signature of the Forfeiture Letter duly executed by the Company. (g) No Company Material Adverse Effect shall have occurred and no event or circumstance that would reasonably be expected to result in Section 8.01(aor cause a Company Material Adverse Effect shall have occurred. (h) The Company shall be conclusivehave delivered to TRTL a counterpart signature of the Exchange Agreement executed by the Company.

Conditions to Obligations. (a) The obligations of the parties hereto Company to consummate cause the Distribution Trustee to sell the Offered Certificates to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Offered Certificates on the Issuance Date are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each of the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Issuance Date: (i) Sunthere shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s stockholders shall have approved or MBIA Insurance Corporation’s securities, including the Distribution and adopted Offered Certificates, by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the agreement and plan of merger to implement the REIT Conversion MergerSecurities Act; (ii) each of the Corporate Restructuring Transactions as set forth on Exhibit A Operative Documents (other than the Indentures, Participation Agreements and Equipment Notes relating to any Aircraft to be delivered after the Issuance Date and expected to be financed with the proceeds of the issuance and sale of the Offered Certificates) shall have been completed;duly executed and delivered by each of the parties thereto; and (iii) New Sun’s listing application with the NASDAQ there shall not have been approvedoccurred any change, subject or any development reasonably likely to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock involve a change, in the REIT Conversion Merger; (vi) Suncondition, New Sun and Sabra shall have obtained all material authorizationsfinancial or otherwise, consentsor in the earnings, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary business or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation operations of the Distribution Company and its subsidiaries, taken as a whole, or MBIA Insurance Corporation from that set forth in the REIT Conversion Merger; Prospectus (viiiexclusive of any amendments or supplements thereto subsequent to the date of this Agreement) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtainedthat, in each caseyour judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Offered Certificates on the terms satisfactory to Sun; (ix) this Agreement and in the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain manner contemplated in the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied or waivedProspectus. (b) The foregoing conditions are for the sole benefit of Sun and Underwriters shall not give rise to any duty have received on the part Issuance Date a certificate, dated the Issuance Date and signed by an executive officer of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior Company, to the Distribution effect set forth in Subsections 5(a)(i) above and to the effect that: (i) the representations and warranties of the Company contained in this Agreement are true and correct as of the Issuance Date concerning (except to the satisfaction extent that they relate solely to an earlier or waiver later date, in which case they shall be true and correct as of any such earlier or later date), (ii) the Company has complied in all material respects with all of the agreements and satisfied in all material respects all of the conditions on its part to be performed or satisfied hereunder on or before the Issuance Date, and (iii) the representations and warranties of the Company contained in each of the Operative Documents to which it is a party and executed by the Company on or before the Issuance Date shall be true and correct as of the Issuance Date (except to the extent that they relate solely to an earlier or later date, in which case they shall be true and correct as of such earlier or later date). The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) On the Issuance Date, you shall have received an opinion of each of Xxxxx Xxxxxxx LLP, outside counsel for the Company, and Xxxxxx Price, Xxxxxxx & Kammholz, P.C., special counsel for the Company, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits A-1 and A-2 hereto, respectively. (d) On the Issuance Date, you shall have received an opinion of Xxxxx X. Xxxx, Vice President & General Counsel of the Company, dated the Issuance Date, and in form and substance reasonably satisfactory to you and counsel for the Underwriters substantially to the effect set forth in Exhibit B hereto. (e) On the Issuance Date, you shall have received an opinion of Morris, James, Hitchens & Xxxxxxxx LLP, counsel for Wilmington Trust Company, individually and as Trustee, Subordination Agent, Paying Agent, and Escrow Agent, dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect as set forth in Exhibit C hereto. (f) On the Issuance Date, you shall have received an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special counsel for the Primary Liquidity Provider, and an opinion of in-house counsel for the Primary Liquidity Provider, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect as set forth in Exhibits D-1 and D-2 hereto, respectively. (g) On the Issuance Date, you shall have received an opinion of Pillsbury Winthrop LLP, special counsel for the Above-Cap Liquidity Provider, and opinions of in-house counsel for the Above-Cap Liquidity Provider, respectively, each dated the Issuance Date, in form and substance reasonably satisfactory to you and counsel to the Underwriters, substantially to the effect set forth in Exhibits E-1 and E-2 hereto, respectively. (h) On the Issuance Date, you shall have received an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for the Depositary, and an opinion of German in-house counsel for the Depositary and Xxx X. Xxxxxxxxx, General Counsel of the New York Branch of the Depositary, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits F-1, F-2 and F-3 hereto, respectively. (i) On the Issuance Date, you shall have received an opinion of Xxxxxx & Xxxxxxx, special counsel for the Policy Provider, and an opinion of the General Counsel of the Policy Provider, each dated the Issuance Date and in form and substance reasonably satisfactory to you and counsel for the Underwriters, substantially to the effect set forth in Exhibits G-1 and G-2, respectively. (j) On the Issuance Date, you shall have received an opinion of Shearman & Sterling LLP, special counsel for the Underwriters, dated the Issuance Date, with respect to the issuance and sale of the Offered Certificates, the Registration Statements, the Prospectus and other related matters as the Underwriters may reasonably require. (k) The Underwriters shall have received, on each of the date hereof and the Issuance Date, a letter dated the date hereof or the Issuance Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements for the years ended December 31, 2003, 2002 and 2001 and certain financial information contained in or incorporated by reference into the Registration Statements and the Prospectus; provided that the letter delivered on the Issuance Date shall use a “cut-off date” not earlier than the date hereof. (l) The Company shall have furnished to you and to counsel for the Underwriters, in form and substance satisfactory to you and to them, such other documents, certificates and opinions as such counsel may reasonably request in order to pass upon the matters referred to in Section 8.01(a5(j) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any covenant by the Company theretofore to be performed, or the compliance with any of the conditions herein contained. (m) Each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the Issuance Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (n) On the Issuance Date, the Offered Certificates shall: (i) in the case of the Offered Certificates of the Class G-1 Trust and Class G-2 Trust, be rated “AAA” and, in the case of the Offered Certificates of the Class C Trust, be rated “BB+” by Standard & Poor’s Ratings Service; and (ii) in the case of the Offered Certificates of the Class G-1 Trust and Class G-2 Trust, be rated “Aaa” and, in the case of the Offered Certificates of the Class C Trust, be rated “Ba1” by Xxxxx’x Investors Service, Inc. The Company agrees to furnish, promptly after each Closing Date (as defined in each Participation Agreement), to the Underwriters a copy of each opinion required to be delivered under the applicable Participation Agreement addressed to the Underwriters and of such other documents furnished in connection with the fulfillment of the conditions precedent therein as the Underwriters or counsel for the Underwriters may reasonably request. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by you on notice to the Company at any time prior to the Issuance Date and such termination shall be conclusivewithout liability of any party to any other party, except as provided in Section 6. Notwithstanding any such termination, the provisions of Section 7 shall remain in effect.

Conditions to Obligations. (a) OF EACH PARTY TO THE COLORADO COOPERATIVE MERGER. The respective obligations of the parties hereto North Dakota Cooperative and Colorado Cooperative to consummate the Distribution Colorado Cooperative Merger and other matters described in this Agreement, are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, waiver of each of the following conditionsconditions on or before the Effective Time, except that condition (f) must be satisfied and cannot be waived by either party: (ia) Sun’s stockholders The members of the North Dakota Cooperative shall have approved this Agreement and the Colorado Cooperative Merger Agreement, all in accordance with the requirements of applicable law and the Articles of Incorporation and By-Laws of the North Dakota Cooperative; (b) The member of Colorado Cooperative shall have approved the Distribution Colorado Cooperative Merger Agreement and adopted this Agreement all in accordance with the agreement requirements of applicable law and plan the Articles of merger to implement the REIT Conversion MergerIncorporation and By-Laws of Colorado Cooperative; (iic) No injunction, restraining order or order of any nature issued by any court of competent jurisdiction, government or governmental agency enjoining the Corporate Restructuring Transactions as set forth on Exhibit A Transaction shall have been completedissued and remain in effect; (iiid) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, All consents, approvals and clearances of third partieswaivers which are necessary in connection with the Transactions, including U.S. federalor any part thereof, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, including the consents and approvals referred to in each case, on terms satisfactory to SunExhibit F attached hereto; (ixe) this Agreement and the Ancillary Agreements No action shall have been executed and delivered threatened or instituted by appropriate partiesany governmental agency or any other person challenging the legality of the Transactions, seeking to prevent or delay consummation of the Transactions or seeking to obtain divestiture or other relief in the event of consummation of the Transactions. It is understood in the event that such an action is threatened or instituted, the parties will first attempt for a period of 90 days to obtain dismissal or other favorable resolution of such threatened or actual action prior to exercise of their right to terminate hereunder; (xf) no litigation or proceeding challenging or seeking to restrain The member of Colorado Cooperative shall have approved the Distribution or the REIT Conversion Colorado Corporation Merger shall be pending or threatenedAgreement and this Agreement as set forth in Section 7.02(a); and (xig) all other conditions required to complete The Registration Statement shall have become effective under the REIT Conversion Merger Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been satisfied issued and no proceedings for that purpose shall have been initiated or waived. (b) The foregoing conditions are for the sole benefit of Sun and shall not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made threatened by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in Section 8.01(a) shall be conclusiveSEC.

Conditions to Obligations. (a) The obligation of the Company to sell the Securities to the Underwriters and the several obligations of the parties hereto Underwriters to consummate purchase and pay for the Distribution Securities on the Closing Date are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each condition that the Registration Statement shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof. The several obligations of the Underwriters are subject to the following further conditions: (ia) Sun’s stockholders shall have approved the Distribution and adopted the agreement and plan of merger to implement the REIT Conversion Merger; (ii) the Corporate Restructuring Transactions as set forth on Exhibit A shall have been completed; (iii) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no No stop order suspending the effectiveness of the Registration Statement shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Authorityeffect, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution or the REIT Conversion Merger; (viii) the Financing Transactions shall have been consummated, and all material consents, waivers or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sun; (ix) this Agreement and the Ancillary Agreements shall have been executed and delivered by appropriate parties; (x) no litigation or proceeding challenging or seeking to restrain the Distribution or the REIT Conversion Merger proceedings for such purpose shall be pending before or threatened; and (xi) all other conditions required to complete threatened by the REIT Conversion Merger shall have been satisfied or waivedCommission. (b) The foregoing conditions are for representations and warranties of the sole benefit Company contained in this Agreement shall be true and correct as of Sun the date hereof and as of the Closing Date, and the Company shall not give rise to any duty on have complied with all of the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change (other than a notice of a possible upgrading), in the rating accorded any of the securities of the Company or any of its subsidiaries or affiliates by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus. (d) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 8.01(a6(c)(i)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (e) The Underwriters shall have received on the Closing Date (i) an opinion and letter of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives. The opinion of Xxxxxxxx & Xxxxxxxx LLP described in this Section 6(e) shall be conclusiverendered to the Underwriters at the request of the Company and shall so state therein. (f) The Underwriters shall have received on the Closing Date an opinion of Xxxxxxx X. Xxxxxx, Executive Vice President, General Counsel and Chief Legal Officer of the Company, with respect to such matters and in such form as is reasonably satisfactory to the Representatives. (g) The Underwriters shall have received on the Closing Date an opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to such matters and in such form as is reasonably satisfactory to the Representatives, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (i) The Supplemental Indenture shall have been duly executed and delivered by each of the Company and the Trustee, the Securities shall have been duly executed and delivered by the Company and the Securities shall have been duly authenticated by the Trustee. (j) The Underwriters shall have received such other documents as you may reasonably request with respect to other matters related to the sale of the Securities.

Conditions to Obligations. (a) 7.1 Conditions to Obligations of NRC to Effect the Merger. The obligations of NRC to effect the parties hereto to consummate the Distribution Merger are subject to the satisfaction or waiver, as determined by Sun in its sole discretion, of each waiver at or prior to the Effective Time of the following conditions, of which, subsections (g) and (h) of this Section 7.1 may be waived in writing by NRC: (ia) Sun’s stockholders This Agreement and the Merger shall have been approved the Distribution and adopted by the agreement requisite vote or consent of the shareholders of NRC and plan of merger to implement Candie's required by the REIT Conversion MergerDelaware Corporate Law; (iib) the Corporate Restructuring Transactions as set forth on Exhibit A The Registration Statement shall have become effective and no stop order suspending such effectiveness or qualification shall have been completedissued or proceedings for such purpose shall have been instituted or threatened; (iiic) New Sun’s listing application with the NASDAQ shall have been approved, subject to official notice of issuance; (iv) no stop order shall be in effect with respect to New Sun’s registration statement on Form S-1 filed with the SEC to register under the Securities Act the distribution of shares of New Sun Common Stock; (v) no stop order shall be in effect with respect to Sabra’s registration statement on Form S-4 filed with the SEC to register under the Securities Act the issuance of shares of Sabra Common Stock in the REIT Conversion Merger; (vi) Sun, New Sun and Sabra shall have obtained all material authorizations, consents, approvals and clearances of third parties, including U.S. federal, state and local governmental agencies, to complete the Distribution and REIT Conversion Merger; (vii) no No preliminary or permanent injunction or other order, decree decree, action or ruling proceeding shall have been instituted, issued by a Governmental Authorityor threatened against any of the parties hereto or their directors or officers, and no statutebefore any court or governmental department, ruleregulatory or administrative agency or commission to restrain or prohibit, regulation or executive order promulgated to obtain substantial damages in respect of, this Agreement or enacted by any Governmental Authority, shall be in effect preventing the consummation of the Distribution transactions contemplated hereby and which in the opinion of NRC or the REIT Conversion MergerCandie's would make it inadvisable to consummate such transactions; provided, however, that NRC and Candie's shall have used all best efforts to prevent such event; (viiid) the Financing Transactions waiting period, if any, applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX" Xxx) shall have been consummated, and all material consents, waivers expired or amendments to any mortgage indebtedness shall have been obtained, in each case, on terms satisfactory to Sunterminated; (ixe) this Agreement and the Ancillary Agreements NRC shall have been executed received a letter, dated as of a date not more than five (5) days prior to the Effective Date, from CoView Capital, Inc. stating that the NRC Fairness Opinion is still in full force and delivered by appropriate partieseffect as of such date; (xf) no litigation or proceeding challenging or seeking The shares of Candie's Common Stock to restrain be issued in the Distribution or the REIT Conversion Merger shall be pending or threatened; and (xi) all other conditions required to complete the REIT Conversion Merger shall have been satisfied approved for listing on the Nasdaq National Market, or waivedif not available, on the Nasdaq Small Cap Market; (g) The representations and warranties of Candie's set forth in this Agreement shall be true and correct in all material respects as of the date this Agreement and as of the Effective Date (except that representations and warranties which are confined to a specific date shall be true and correct as of such date); (h) NRC shall have received an opinion of Xxxxxx Xxxxxxxxxx LLP, counsel to Candie's, in form reasonably acceptable to NRC and its counsel. 7.2 Conditions to Obligations of Candie's to Effect the Merger. The obligations of Candie's to effect the Merger shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions, of which subsections (g), (h), (i), and (j) of this section 7.2 may be waived in writing by Candie's: (a) This Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the shareholders of Candie's and NRC required by the Delaware Corporate Law; (b) The foregoing conditions are Registration Statement shall have become effective and no stop order suspending such effectiveness or qualification shall have been issued or proceedings for such purpose shall have been instituted or threatened; (c) No preliminary or permanent injunction or other order, decree, action or proceeding shall have been instituted, issued or threatened against any of the sole benefit parties hereto or their directors or officers, before any court or governmental department, regulatory or administrative agency or commission to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the consummation of Sun the transactions contemplated hereby and which in the opinion of Candie's or NRC would make it inadvisable to consummate such transactions; provided, however, that Candie's shall have used all best efforts to prevent such event; (d) the waiting period, if any, applicable to the consummation of the Merger under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX" Xxx) shall have expired or have been terminated; (e) Candie's shall have received a letter, dated as of a date not give rise to any duty on the part of Sun or its board of directors to waive or not waive any such condition. Any determination made by the board of directors of Sun in good faith on or more than five (5) days prior to the Distribution Date concerning Effective Date, from Ladenburg & Xxxxxxxx & Co. Inc. stating that the satisfaction Candie's Fairness Opinion is still in full force and effect as of such date; (f) The shares of Candie's Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq National Market, or waiver if not available, on the Nasdaq Small Cap Market; (g) The representations and warranties of any or all of the conditions NRC set forth in Section 8.01(a) this Agreement shall be conclusivetrue and correct in all material respects as of the date of this Agreement and as of the Effective Date (except that representations and warranties which are confined to a specific date shall be true and correct as of such date); (h) NRC shall have terminated any and all employment agreements with any of its officers, directors and employees and shall have executed and delivered all documentation in connection with such termination to Candie's; (i) Candies shall have received an opinion of Xxxxxxx Krooks Xxxx & Ball P.C., counsel to NRC, in form reasonably acceptable to Candie's and its counsel; and (j) NRC shall have obtained and delivered to Candie's copies of all consents or approvals of all persons needed for the consummation of the transactions contemplated hereby and all such consents and approvals shall be in full force and effect, unless the failure to obtain such consent or approval is not reasonably likely to have a material adverse effect on Candie's taken as a whole giving effect to the transactions contemplated hereby.