Common use of Conditions Clause in Contracts

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.

Conditions. GMAC shall be permitted to designate, The transfer of the Farmout Interest and the Purchaser shall be permitted Operatorship is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Parties having obtained the Purchaser on such Addition Date is an Eligible ReceivableConsent; (ii) GMAC shall have delivered the Parties having obtained the written consent of the Competition Authority of Kenya to the Purchaser a duly executed written assignment in substantially transfer of the form of Exhibit C Farmout Interest and the list required to be delivered pursuant to Section 7.02(d)Operatorship; (iii) GMAC shall have agreed the EIA Project Report having been approved by NEMA and written evidence of such approval having been received by ERHC and provided to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateCEPSA; (iv) as the Farmor having provided the Farmee with a full and complete copy of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any Deed of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;Novation; and (v) the Schedule Farmor having obtained from the Government and provided to the Farmee either: (a) a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of Accounts shall have applicable Kenyan Laws/Regulations resulting from the Contract having been amended in the name of a non-Kenyan registered entity prior to reflect the Contract Transfer or, alternatively, if such Additional Accounts and breach of applicable Kenyan Laws/Regulations is outstanding that (1) the Schedule breach can be remedied or (2) that the Government will waive any further rights of Accounts as so amended shall be true and correct enforcement with regard to such breach; or (b) a Certificate of Compliance from the Government confirming that as of the Addition Date; (vi) GMAC shall have delivered date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Purchaser Contract and that there is no outstanding breach thereof, provided that any such document obtained by the Farmor shall be reasonably satisfactory to CEPSA, with CEPSA acting reasonably at all times, with each of the above being a certificate “Condition” and together being the “Conditions”. Subject to such terms, conditions, and obligations herein as are contingent upon the fulfillment of an Authorized Officer the Conditions, this Agreement and all the obligations of GMAC confirming the items set forth in clauses Parties hereunder shall be effective as from the Effective Date, including but not limited to (i) through (v) above; (viia) the conditions set forth in Section 2.7(b) Farmor’s obligation to proceed with the transfer of the Trust Sale Farmout Interest and Servicing Agreement shall have been satisfied; and the Operatorship and (viiib) GMAC shall have delivered the Farmee’s obligation to pay the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Past Costs and Attributable Costs as provided herein.

Conditions. GMAC shall be The Depositor is permitted to designate, and sell to the Purchaser shall be permitted Issuer the Sold Receivables originated in any Additional Accounts designated pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.6(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the Depositor has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Addition Notice not less than two Business Days and not more than 30 days before the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableDate; (ii) GMAC shall have the Depositor has delivered to the Purchaser a duly executed written assignment Owner Trustee an Assignment and the Additional Account Schedule in accordance with Section 2.1(e); (iii) the Depositor has delivered to the Servicer all Collections related to such Additional Accounts relating to the time period on or after the Additional Cutoff Date; (iv) the Depositor has represented and warranted to the Issuer that: (A) as of the date of the Addition Notice and the Addition Date, none of the Seller, the Depositor or the Servicer is insolvent or will be made insolvent by such sale and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and (B) the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur; (v) the Depositor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Sold Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) an Opinion of Counsel to the list required effect that such addition will not (1) cause any Note to be delivered pursuant to deemed sold or exchanged for purposes of Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as 1001 of the Addition Date, neither GMAC nor Code or (2) cause the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended Issuer to reflect such Additional Accounts and the Schedule of Accounts be treated as so amended shall be true and correct an association or publicly traded partnership taxable as of the Addition Date;a corporation for U.S. federal income tax purposes; and (vi) GMAC shall have the Depositor has delivered to the Purchaser a certificate of Owner Trustee and the Indenture Trustee an Authorized Officer of GMAC confirming Officer’s Certificate stating that the items set forth conditions in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall above have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC shall be permitted The right to designate, and the Purchaser shall be permitted sublicense granted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of Bayer under this Agreement is subject to the following conditions on or prior as they relate to sublicenses of the related Addition DateSublicensed Technology: (ia) GMAC Bayer may only grant sublicenses to Third Parties through multiple tiers pursuant to a written sublicense agreement with the Sublicensee. Dimension must receive written notice as soon as practicable following execution of any such sublicenses with Third Parties. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Bayer has agreed and, in each sublicense agreement with a Third Party, must acknowledge that ReGenX is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall represent that as prevent Bayer from granting sublicenses of more limited scope than Bayer’s rights, e.g., in a more limited territory, field of use, or (c) The official language of any sublicense agreement with a Third Party shall be English. (d) Within […***…] after entering into a sublicense with a Third Party, Dimension must receive a copy of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed sublicense written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, English language for Dimension’s records and to share with ReGenX and its licensors under the Existing Licenses. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee or of Bayer to the extent required by not relevant to Dimension or ReGenX, but such copy shall not be redacted to the Trust Sale and Servicing extent that it impairs Dimension’s (or ReGenX’s or any of its licensors’) ability to ensure compliance with this Agreement, all Collections with . (e) With respect to sublicense agreements with Affiliates, Bayer shall notify /Dimension of the Eligible Receivables arising identity of all such Affiliates to which a sublicense is granted, and upon any request of ReGenX, shall provide to ReGenX a copy of such sublicense, in such Additional Accounts since the Additional Cut-Off Date English, within two Business Days after such Addition Date;[…***…], for ReGenX to send GSK and UPenn. (ivf) as of Notwithstanding subsections (d) and (e) above, Bayer acknowledges and agrees that in the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall event any of them ReGenX’s licensors under the Existing Licenses have been made insolvent by a contractual right to require, and do require, a complete, unredacted copy of Bayer’s sublicense agreement granted under this Section 5.6, then Bayer will provide such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.complete, unredacted copy.

Conditions. GMAC shall be permitted On the terms and subject to designatethe conditions contained herein, and the Purchaser shall be permitted to accept the designation of, Additional AccountsBorrower may request that one or more L/C Issuers Issue, in accordance with Section 2.03(asuch L/C Issuers’ usual and customary business practices, and for the account of the Borrower (provided, that any Letter of Credit may support the obligations of any Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and a Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder), Letters of Credit (denominated in Dollars) only from time to time on any Business Day during the period from the Closing Date through the date that is seven (7) days prior to the Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon satisfaction the occurrence of each any of the following conditions on or prior or, if after giving effect to the related Addition Datesuch Issuance: (A) (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Availability would be less than zero, or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the form of Exhibit “L/C and the list required to be delivered pursuant to Section 7.02(dSublimit”); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vB) the Schedule expiration date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule Letter of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Credit (i) through is not a Business Day, or (vii) above;is more than one year after the date of issuance thereof; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period; provided, further, if the expiration date of a Letter of Credit (whether initially or by extension) is later than the date that is seven (7) days prior to the Revolving Termination Date, then the Borrower shall be required to cash collateralize such Letter of Credit no later than the date that is thirty (30) days prior to the Revolving Termination date; or (viiC) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower on behalf of the Credit Parties, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.7(b2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Revolver Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the Trust Sale and Servicing Agreement shall other Lenders have been satisfied; and increased by an amount sufficient to satisfy the Revolver Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (viiiz) GMAC shall the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have delivered been reallocated to the Purchaser an Opinion of Counsel of GMAC substantially other Revolving Lenders in the form of Exhibit D.a manner consistent with subsection 1.11(e)(ii).

Conditions. GMAC shall be permitted A. In addition to designatePurchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, and the obligation of Purchaser shall be permitted under this Contract to accept purchase the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the related Addition Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: (i) GMAC 1. Title to the Real Property shall represent be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the Purchase Price. For purposes of determining whether this Condition has been satisfied, it shall be assumed that as of the related Additional Cut-Off Date each Closing Date: (a) all of Purchaser’s “Requirements” set forth in the Title Commitment have been satisfied; and (b) the Escrow Agent’s willingness to issue such Additional Account is an Eligible Account and owner’s title insurance policy shall satisfy the requirement that each Receivable arising thereunder identified as an Eligible Receivable and conveyed title to the Purchaser on such Addition Date is an Eligible Receivable;Real Property shall be good and marketable. (ii) GMAC 2. Seller shall have delivered performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Purchaser a duly executed written assignment in substantially the form Closing Date. 3. All of Exhibit C Seller’s representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties contained herein shall be true and correct in all material respects as of the Addition Date; (vi) GMAC shall have delivered Closing Date and Seller will deliver to the Purchaser at Closing a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;to that effect. (vii) the conditions set forth in Section 2.7(b) 4. The physical condition of the Trust Sale and Servicing Agreement Property shall not have been satisfied; and (viii) GMAC shall have delivered to materially changed since the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Effective Date.

Conditions. GMAC Any subletting or assignment pursuant to this Article 16 (whether or not requiring the consent of Sublessor) shall be permitted subject to designateand conditioned upon the following: (a) at the time of any proposed subletting or assignment, there shall not be an Event of Default; (b) the sublessee or assignee shall occupy only the Premises and associated Common Facilities and parking, conduct its business in accordance with the Permitted Use; (c) prior to occupancy, Sublessee and its assignee or sublessee shall, execute, acknowledge and deliver to Sublessor a fully executed counterpart of a written assignment of lease or a written sublease, as the case may be, by the terms of which: (1) in case of an assignment, Sublessee shall assign to such assignee Sublessee’s entire interest in this Lease, and the Purchaser assignee shall be permitted accept said assignment and assume and agree to accept perform directly for the designation ofbenefit of Sublessor, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each all of the following terms, covenants and conditions of this Lease on or prior Sublessee’s part to be performed and, except as otherwise expressly set forth above, Sublessee shall not be released from any of its obligations under this Sublease and shall remain jointly and severally liable under this Lease with the Assignee; or (2) in case of a subletting, the sublessee thereunder shall agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on Sublessee’s part to be performed, which are applicable to the related Addition Date: (i) GMAC shall represent that as portion of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Premises to be sublet, except the payments of rents, charges and that each Receivable arising thereunder identified as an Eligible Receivable other sums reserved hereunder, which Sublessee shall continue to be obligated to pay and conveyed shall pay to Sublessor and Sublessee shall not be released from any of its obligations under the Purchaser on such Addition Date is an Eligible ReceivableSublease; (iid) GMAC With respect to subleases only, Sublessee shall have delivered pay to Sublessor monthly, on the date Fixed Rent is payable, fifty percent (50%) of the excess of the rents and other charges received by Sublessee pursuant to the Purchaser a duly executed written assignment sublease over the rents and other charges reserved to Sublessor under this Lease attributable to the space sublet, and provided that Sublessee may deduct from such excess all costs and expenses incurred in substantially connection with the form of Exhibit C subletting including, without limitation, rent concessions, tenant improvement costs, legal expenses, brokers fees and the list required to be delivered pursuant to Section 7.02(d)advertising costs; (iiie) GMAC With respect to any transfer or assignment for which ▇▇▇▇▇▇▇▇▇’s consent is not required, Sublessee shall have agreed to deliver remain a guarantor of the Lease after such transfer, sublease or assignment, subject to the Purchaser, for deposit limitations set forth in the Collection Accountthird paragraph of Section 16.1; (f) In the event of a sublease or assignment requiring the consent of Sublessor hereunder, Sublessee shall pay Sublessor’s reasonable costs and expenses incurred in connection with each such assignment or sublet (including, without limitation, attorneys fees), such costs not to exceed $3,000.00 in the aggregate; and (g) Except in cases of Permitted Transfers and Permitted Occupancies, PDA has granted its consent to the subletting or assignment as proposed, to the extent required by the Trust Sale Ground Lease (and Servicing Agreement, all Collections Sublessor agrees that it will cooperate with respect to Sublessee in seeking the Eligible Receivables arising in same) and such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) sublease otherwise complies with the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Ground Lease.

Conditions. GMAC No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be permitted to designatemade thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each application of the following conditions on or prior to the related Addition Dateproceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) GMAC shall represent that as of the related Additional Cut-Off Date each date of signing the Limited Condition Acquisition Agreement no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of funding of such Additional Account Incremental Facility no Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on continuing at such Addition Date is an Eligible Receivabletime of funding; (iiB) GMAC no commitment of any Lender shall have delivered to be increased without the Purchaser consent of such Lender, and any Person providing an Incremental Term Loan Commitment that is not a duly executed written assignment in substantially Lender shall satisfy the form requirements under Section 10.9(b) of Exhibit C a permitted assignee of the Term Loans; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the list required to be delivered pursuant to Section 7.02(dLoan Documents); (iiiD) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied[Reserved]; and (viiiE) GMAC Agent shall have delivered received a certificate of a Responsible Officer of the Borrower certifying as to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing.

Conditions. GMAC shall be permitted 10.1 The obligation of SCOLP to designateconsummate the acquisition of the Membership Interests is expressly conditioned upon the following, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of which constitutes a condition precedent to the following conditions obligations of SCOLP hereunder to be performed at Closing, which, if not satisfied or waived by SCOLP on or prior before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.1 of the Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by Contributor, SCOLP may pursue such legal and equitable rights and remedies that may be available to it pursuant to the related Addition DateOmnibus Agreement: (a) On the Closing Date, (i) GMAC title to each Project shall represent that as of be held by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to applicable Property Owner in the Purchaser on such Addition Date is an Eligible Receivable; condition required by this Agreement, (ii) GMAC the Title Company shall have delivered deliver “marked-up” Commitments or proforma policies agreeing to issue the Purchaser a duly executed written assignment in substantially the form of Exhibit C Required Title Policies, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC except as otherwise shown on attached Exhibit A, each Contributor shall have agreed own one hundred percent (100%) of the Membership Interest in each Holding Company identified as being owned by Contributor on the attached Exhibit A and, except as otherwise shown on attached Exhibit A, each Holding Company shall own one hundred percent (100%) of the Membership Interest in each Property Owner identified as being owned by the Holding Company on the attached Exhibit A in the condition required under this Agreement. (b) The sale of the Owned Homes and the MH Contracts by HSC to deliver SHS pursuant to the Purchaser, for deposit Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in the Collection Account, to the extent required by the Trust Sale and Servicing this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;. (ivc) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended The conditions to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items Closing set forth in clauses the Omnibus Agreement shall be satisfied. 10.2 The obligation of Contributor to consummate the sale of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder to be performed at Closing, which, if not satisfied or waived by Contributor on or before the Closing Date (i) through (v) above;unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.2 of the Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by SCOLP, Contributor may pursue such legal and equitable rights and remedies that may be available to it pursuant to the Omnibus Agreement:: (viia) The sale of the Owned Homes and the MH Contract by HSC to SHS pursuant to the Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in this Agreement. (b) The conditions to Closing set forth in Section 2.7(b) of the Trust Sale and Servicing Omnibus Agreement shall have been be satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC shall be permitted (a) The obligation of Buyer under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions (any of which may be waived in whole or in part by Buyer in writing on or prior to the related Addition Closing Date:, as defined below): (i) GMAC Title to the Property shall represent that as be good and marketable, and subject to no liens, encumbrances, leases, licenses, rights of occupancy, security interests, restrictions, rights- of-way, easements or encroachments (collectively “Exceptions”) other than the Permitted Exceptions. Buyer’s title insurance company shall be prepared to issue, at its standard premium rates, a title insurance policy insuring the title to the Property, subject only to the Permitted Exceptions, in the amount of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;Purchase Price. (ii) GMAC Buyer shall have delivered received all governmental permits, licenses and other approvals on terms satisfactory to Buyer including, but not limited to, site plan, subdivision plat, zoning, building permits, historic tax credits and environmental permits necessary for Buyer’s development of the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);Property for its Intended Use. (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as As of the Addition Closing Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vi) the Schedule of Accounts shall have been amended to reflect such Additional Accounts Seller’s representations and the Schedule of Accounts as so amended warranties shall be true and correct in all material respects, and (ii) Seller shall have performed all of its other obligations under this Agreement. In the event that any of the foregoing conditions to Closing have not been met or waived in writing by Buyer on or before the Closing Date, Buyer shall have the right to terminate this Agreement at any time thereafter by written notice to Seller. If the termination is because the condition(s) set forth in Sections 18(a)(i) or 18(a)(iii) above are not satisfied, then upon Buyer’s demand the Seller shall return the Deposit to Buyer within seven days of the demand. If (A) the termination is because the condition(s) set forth in Section 18(a)(ii) are not satisfied and the termination occurs after the expiration of the Due Diligence Period, as extended in accordance with the terms hereof, and (B) Seller is not then in default under this Agreement, then the Seller shall retain the Deposit as its sole and exclusive remedy for Buyer’s termination. In the event of such termination, thereafter, this Agreement shall be deemed terminated and neither party shall have any further obligation to the other (except as otherwise expressly provided in this Agreement) and except for the breach of any covenant which causes a non-satisfaction of the condition giving rise to such termination. Further, so long as Seller is not in default of this Agreement, in the event Buyer terminates this Agreement, Buyer shall provide to Seller a copy of all environmental and engineering reports prepared by Buyer or Buyer’s agents. (b) The obligation of Seller under this Agreement to sell the Property to Buyer is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Seller in writing on or prior to the Closing Date): (i) All representations, warranties, acknowledgments and covenants made by Buyer in this Contract shall be true and correct in all material respects, and shall continue to be true and correct in all material respects as of the Addition Closing Date;. (ii) No laws, statutes, ordinances, governmental orders, regulations, rules or requirements shall have been enacted, adopted, issued or otherwise promulgated by a governmental entity or agency other than the City that would prevent the use and development of the Property in accordance with this Agreement. (iii) Buyer will submit to City in accordance with the City's zoning regulations two copies each of (i) the plan of development for the Project and (ii) the application for the land disturbance permit and the building permit for the Project. (iv) Buyer shall have obtained a Financing Commitment in accordance with the terms of this Agreement. (v) A certificate from the Virginia Board of Contractors or other evidence that may be commercially reasonable to satisfy the Seller that the General Contractor selected by Buyer to construct the Project is a registered contractor in good standing with the Virginia Board of Contractors. (vi) GMAC shall have delivered Such other documentation including plans and specifications, schematic drawings and renderings of the Project as may commercially reasonably be requested by Seller to ensure the Purchaser a certificate orderly development of an Authorized Officer the Property in accordance with the terms of GMAC confirming the items set forth in clauses (i) through (v) above;this Contract. (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement The applicable City department shall have been satisfied; andapproved the Final Plans in accordance with Section 8. (viii) GMAC Seller shall have delivered to received a copy of Buyer’s executed construction contract and of the Purchaser an Opinion construction schedule referenced in Section 15 above. (ix) Seller shall have received photocopies of Counsel of GMAC substantially in any payment and performance bonds for the form of Exhibit D.benefit of, and as may be required by, Buyer’s lender.

Conditions. GMAC 4.1 Completion shall be permitted conditional upon the following conditions (the “Conditions”) being satisfied or waived in writing by the Buyer and the Founders on or before 6.00 p.m. on the Longstop Date: 4.1.1 the receipt by the Buyer or any Group Company, in writing, of an unconditional clearance decision in respect of the proposed acquisition of the Shares by the Buyer pursuant to designatethe terms of this Agreement from the UK’s Competition and Markets Authority (“CMA”) at the end of the CMA’s Phase 1 Investigation (the “Merger Control Condition”); and 4.1.2 each of the JV Conditions. 4.2 The Buyer shall use all reasonable endeavours to procure that the Merger Control Condition is satisfied as soon as possible after the date of this Agreement. 4.3 The Buyer and the Founders shall use their respective reasonable endeavours to procure that the JV Conditions are satisfied as soon as possible after the date of this Agreement. 4.4 The Founders shall as soon as reasonably practicable, notify the Buyer of any material communication received from the CMA relating to the Merger Control Condition, and the Purchaser shall be permitted to accept Buyer shall, as soon as reasonably practicable, notify the designation of, Additional AccountsFounders of any material communication received from the CMA, in accordance each case subject to applicable Laws. 4.5 The Founders shall, and shall procure that the Group Companies shall: 4.5.1 promptly provide such assistance as may reasonably be required, or requested by the Buyer, in relation to the Merger Control Condition, including through the provision of all information and responses requested by the Buyer or the Buyer’s Solicitors in connection with Section 2.03(a) only upon satisfaction the Merger Control Condition as soon as practicable; and 4.5.2 provide the Buyer with the responses to any request for information from the CMA in advance of each any relevant time limit where reasonably practicable, including any time limit set by the Buyer for such responses. 4.6 If at any time the Founders or the Buyer becomes aware of any event, circumstance or condition that would be reasonably likely to prevent any of the following conditions Conditions being satisfied it or they shall promptly inform the other party or parties (as applicable). 4.7 The Buyer and the Founders shall notify each other promptly upon it or them becoming aware that any of the Conditions have been satisfied. 4.8 If the Conditions are not satisfied or waived by the Founders and the Buyer on or before 6.00 p.m. on the Longstop Date, this Agreement shall, subject to clause 4.9, automatically terminate with immediate effect. 4.9 Each party’s further rights and obligations under this Agreement shall cease immediately upon such termination of this Agreement pursuant to clause 4.8 except in respect of the provisions of clauses 10, 13, 16 and 18 to 32 (inclusive), together with any other provisions of this Agreement necessary for its interpretation or enforcement which will continue in full force and effect, provided always that such termination does not affect a party’s accrued rights, liabilities and obligations prior to and as at the related Addition Date:date of termination. 4.10 The Founders shall each, on the same date, transfer their respective DOGL Shares to DOL pursuant to the DOGL SPA prior to both (i) GMAC shall represent that as the satisfaction or waiver of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Conditions and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered the exercise of the Options, and procure that an application for relief, under section 77 Finance ▇▇▇ ▇▇▇▇, from UK stamp duties is made to HMRC in respect thereof within 5 Business Days of such transfers. 4.11 The Founders undertake to use all reasonable efforts to obtain Tax Clearance on terms and conditions reasonably satisfactory to the Purchaser a duly executed written assignment Sellers reflecting the transaction described in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC 4.01. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be permitted subject to designatethe satisfaction of all the following conditions, and any one or more of which may be waived in writing by Seller: (a) Seller shall have received payment of the Purchaser shall be permitted to accept the designation of, Additional Accounts, Purchase Price in accordance with Section 2.03(a) only upon satisfaction 2.02 of each of the following conditions on or prior to the related Addition Date:this Agreement. (ib) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment set forth in substantially the form Section 3.02 of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct as of the Addition Date;in all material respects. (vic) GMAC Purchaser shall have delivered all of the documents and other items described in Section 5.01. (d) Lender's Consent shall have been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to the Purchaser a certificate clause (iv) of an Authorized Officer of GMAC confirming the items set forth this Section, as otherwise provided in clauses Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) through provide such information, (vii) above;execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a substantive non-consolidation opinion, and (iv) take such other actions as are required by the Indenture and any other loan documents in connection with the transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the Ratings Agencies (including any of the foregoing actions as may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser: (viia) Seller shall have delivered all of the conditions documents and other items described in Section 5.02. (b) The representations and warranties of Seller set forth in Section 2.7(b3.01 above shall be true and correct in all material respects, except for any matters that are Lessee's responsibility under the Net Lease. (c) of the Trust Sale and Servicing Agreement Lender's Consent shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.obtained by Seller.

Conditions. GMAC The Seller shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Seller shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder under such Additional Account identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC the Seller shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC the Seller shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing AgreementIndenture, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC the Seller nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts Accounts, as so amended amended, shall be true and correct as of the Addition Date; (vi) GMAC the Seller shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC the Seller confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC the Seller shall have delivered to the Purchaser an Opinion of Counsel of GMAC the Seller substantially in the form of Exhibit D.

Conditions. GMAC shall be permitted 10.1 The obligation of SUI and Merger Sub to designateconsummate the Merger is expressly conditioned upon the following, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of which constitutes a condition precedent to the following conditions obligations of SUI hereunder to be performed at Closing, which, if not satisfied or waived by SUI on or prior before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.1 of the Omnibus Agreement. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by the Company, SUI may pursue such legal and equitable rights and remedies that may be available to it pursuant to the related Addition DateOmnibus Agreement: (a) On the Closing Date, (i) GMAC title to each Project shall represent that as of be held by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to applicable Property Owner in the Purchaser on such Addition Date is an Eligible Receivable; condition required by this Agreement, (ii) GMAC the Title Company shall have delivered deliver “marked-up” Commitments or proforma policies agreeing to issue the Purchaser a duly executed written assignment in substantially the form of Exhibit C Required Title Policies, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC the Company shall have agreed to deliver directly or indirectly own one hundred percent (100%) of the Membership Interest in each Holding Company identified as being owned by Company on the attached Exhibit A and each Holding Company shall own one hundred percent (100%) of the Membership Interest in each Property Owner identified as being owned by the Holding Company on the attached Exhibit A in the condition required under this Agreement, subject in each case to the Purchaser, for deposit in exceptions set forth on Exhibit A. (b) The sale of the Collection Account, Owned Homes and the MH Contracts by HSC to SHS pursuant to the extent required by Asset Purchase Agreement shall close prior to or contemporaneously with the Trust Sale and Servicing closing of the transactions contemplated in this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;. (ivc) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended The conditions to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items Closing set forth in clauses (i) through (v) above; (vii) the conditions Omnibus Agreement shall be satisfied, together with the Closing deliveries set forth in Section 2.7(b18.2. (d) of the Trust Sale and Servicing Agreement The Company Shareholder Approval shall have been satisfied; andobtained. (viiie) GMAC shall All actions by (including any authorization, consent or approval) or in respect of (including notice to), or filings with, any Governmental Entity or other Person that are required to consummate the Merger, will have delivered been obtained or made, in a manner reasonably satisfactory in form and substance to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.SUI, and no such authorization, consent or approval will have been revoked.

Conditions. GMAC shall be permitted to designate, The effectiveness of this Agreement and the Purchaser shall be permitted obligation of any Bank hereunder is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on as of the Effective Date or prior to at the related Addition Datetime of any Borrowing, as applicable: (ia) GMAC the fact that the Effective Date shall represent have occurred prior to August 31, 2001; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivabledate hereof; (iid) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially fact that the form aggregate outstanding principal amount of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Loans will not exceed the aggregate amount of the Commitments; (iiie) GMAC the fact that no Default shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale occurred and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datebe continuing; (ivf) as the fact that the representations and warranties of the Addition DateBorrower (in the case of a Borrowing, neither GMAC nor other than the Purchaser is insolvent nor representation set forth in Section 4.02(b)) contained in this Agreement shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; be true (v) it being understood and agreed that the Schedule of Accounts shall have been amended to reflect such Additional Accounts representation and the Schedule of Accounts as so amended warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the making of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedrespective Loan); and (viiig) GMAC the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have delivered the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the Purchaser an Opinion facts specified in clauses (c), (d), (e), (f) and (g) of Counsel of GMAC substantially in the form of Exhibit D.this Section.

Conditions. GMAC shall be permitted 2.1 Subject to designatethe terms of the Mandate Documents, the Underwriter is pleased to offer to underwrite and provide to the Borrower 100% of the Facility. 2.2 The Underwriter’s offer to underwrite the Facility is subject to satisfaction of the following conditions: (a) compliance by the Co-Borrowers with all the terms of each Mandate Document in all material respects and the Purchaser shall be permitted to accept the designation of, Additional Accounts, Mandate Documents not having been terminated in accordance with Section 2.03(athe terms thereof; (b) only upon the preparation, execution and delivery of the Facility Agreement (in accordance with the Term Sheet and otherwise in form and substance mutually satisfactory to the Co-Borrowers and the Underwriter) by no later than six months after the date of this Letter or any later date agreed between the Co-Borrowers and the Mandated Lead Arranger; (c) there being no material adverse changes in the business, financial conditions, or assets of the Co-Borrowers and the Target; (d) satisfaction of each all conditions precedent to utilisation set out in the sections headed “Conditions Precedent” and “Further Conditions Precedent” in the Term Sheet; and (e) it not being illegal or unlawful for the Underwriter (or any Affiliate of the following conditions on Underwriter) if the Underwriter were to perform any of its obligations as contemplated under the Mandate Documents or prior to fund, make available or maintain its participation under the related Addition DateFacility. 2.3 If it is or becomes unlawful in any applicable jurisdiction for the Underwriter (or any Affiliate of the Underwriter) to perform any of its obligations as contemplated by the Mandate Documents or to fund, make available or maintain its participation under the Facility, the Mandated Lead Arranger shall: (a) promptly notify the Co-Borrowers upon becoming aware of that event; and (b) in consultation with the Co-Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in its underwriting in respect of the Facility not being available including (but not limited to) transferring its rights and obligations under the Mandate Documents to one or more of its Affiliates provided that: (i) GMAC the Co-Borrowers shall represent that promptly, jointly and severally, indemnify the Underwriter for all costs and expenses reasonably and properly incurred by the Underwriter as a result of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed steps taken by it pursuant to the Purchaser on such Addition Date is an Eligible Receivable;this paragraph (b); and (ii) GMAC shall have delivered the Underwriter is not obliged to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchasertake any such steps if, for deposit in the Collection Accountopinion of the Underwriter (acting reasonably), to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect do so might be materially prejudicial to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.it.

Conditions. GMAC shall be permitted The obligations of the Parties to designate, and complete the Purchaser shall be permitted Arrangement are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction fulfillment of each of the following conditions precedent on or prior to before the related Addition DateEffective Time, each of which may only be waived with the mutual consent of the Parties: (ia) GMAC the Arrangement Resolution shall represent that as of have been approved and adopted by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to TMX Group Shareholders at the Purchaser on such Addition Date is an Eligible ReceivableTMX Group Meeting in accordance with the Interim Order; (iib) GMAC the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the LSEG Shareholder Approval shall have been obtained; (e) the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be any outstanding Regulatory Intervention; (f) LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the LSEG Shares issuable pursuant to the Purchaser a duly executed written assignment Arrangement shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE and (B) the LSEG Shares issuable upon exchange of the Exchangeable Shares and exercise of the Replacement Options shall have been conditionally approved for listing on TSX, subject only in substantially each case to the form satisfaction of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)customary listing conditions of LSE or TSX, as the case may be; (iiig) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC LSEG shall have delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Purchaser a certificate of an Authorized Officer of GMAC confirming Exchangeable Shares or Replacement Options shall as soon as practicable following the items set forth in clauses (i) through (v) above; (vii) Effective Time be admitted to the conditions set forth in Section 2.7(b) Official List of the Trust Sale UK Listing Authority and Servicing Agreement shall have been satisfiedto trading on LSE, subject only in each case to the satisfaction of the customary listing conditions of LSE; and (viiih) GMAC shall have delivered the LSEG Shares and the Exchangeable Shares to be issued pursuant to the Purchaser an Opinion Arrangement have been allotted by the LSEG Board and the board of Counsel directors of GMAC substantially Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in this Section 6.1(h), and shall be deemed to have waived such condition, in the form event that TMX Group fails to advise the Court prior to the hearing in respect of Exhibit D.the Final Order that LSEG intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. GMAC The increased or new Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Incremental Effective Date; provided that: (i) GMAC the representations and warranties under Article III shall represent be true in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, solely with respect to Incremental Revolving Loans that are used to effect or finance a Permitted Acquisition or Investments permitted under this Agreement, the Borrowers shall have the option of making any representations and warranties under Article III (other than any customary “specified representations”) and determinations as to the availability of any “basket-carveouts” under Article VII effective as of the related Additional Cut-Off Date each date of entering the definitive agreement for such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Permitted Acquisition or such Investment in accordance with the Purchaser on such Addition Date is an Eligible ReceivableLimited Condition Transaction provisions set forth in Section 1.09; (ii) GMAC no Event of Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Incremental Effective Date; (iii) GMAC the Borrowers shall have agreed make any payments required pursuant to deliver Section 2.13 in connection with any adjustment of Revolving Loans pursuant to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateSection 2.20(d); (iv) as of the Addition Date, neither GMAC nor Borrowers shall deliver or cause to be delivered any legal opinions or other customary documents reasonably requested by the Purchaser is insolvent nor shall Administrative Agent in connection with any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencytransaction; (v) if not already permitted by the Schedule of Accounts Intercreditor Agreement and to the extent necessary, the Intercreditor Agreement shall have been amended amended, in a manner reasonably satisfactory to the Administrative Agent, to reflect such Additional Accounts and an increase in the Schedule of Accounts as so amended shall be true and correct as maximum principal amount of the Addition Date;aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) GMAC if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall have delivered enter into any security documents, amendments, confirmations, reaffirmations or other agreements to maintain the Collateral Agent’s fully perfected First Priority Lien on the Collateral, subject to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) terms of the Trust Sale and Servicing Intercreditor Agreement shall have been satisfied; and (viiiso long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) GMAC shall have delivered to or the Purchaser an Opinion terms of Counsel of GMAC substantially in the form of Exhibit D.any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding).

Conditions. GMAC shall be permitted (a) The obligation of Purchaser under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction at or prior to Settlement of each of the following conditions on (any one of which may be waived in whole or in part by Purchaser at or prior to the related Addition DateSettlement), as applicable: (i) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the Addition Date;terms of this Agreement. (viii) GMAC Seller shall have delivered performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. Eastern Time on theday that is sixty (60) days following the Effective Date (the “ Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property, subject to Section 14 below and provided further that Seller’s prior written approval shall be required for any invasive or intrusive testing. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days immediately following the expiration o f the initial Feasibility Period, provided that Purchaser: (x) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period, and (y) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to TEN PERCENT (10%) of the Purchase Price ($___ _) (the “Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser a certificate is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of an Authorized Officer the Feasibility Period. If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of GMAC confirming the items set forth in clauses this Agreement (i) through (v) above; (vii) the conditions including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 2.7(b14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). Failure by Purchaser to deliver the notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Trust Sale Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall becomenonrefundableto Purchaser except as otherwise expressly set forth herein. (iv) From and Servicing after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall have been satisfied; andbe true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (viiiii) GMAC Purchaser shall have delivered performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) Purchaser acknowledges that Seller shall not be delivering any due diligence information or materials to Purchaser in connection with this Agreement or Settlement and that the determination of the Purchase Price reflects the fact that Purchaser an Opinion will be purchasing the Property without the disclosure of Counsel of GMAC substantially in the form of Exhibit D.any such information and materials.

Conditions. GMAC shall be permitted Buyer’s obligation to designate, and close under this Agreement is subject to the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each all of the following conditions on (any one of which may be waived in whole or in part by Buyer by notice given in accordance with Article 19) at or prior to Closing), which conditions shall be applied to each of the related Addition DateClosings and the particular Projects included therein: (i) GMAC Seller shall represent that as have performed and satisfied each and all of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;Seller’s obligations under this Agreement with respect thereto. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Each and all of Seller’s representations and warranties set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct as in all material respects at the Effective Date and the Closing Date. (iii) Seller shall have delivered to Buyer the Tenant Estoppel Certificates from (i) any Tenant that leases 15,000 or more of the Addition rentable square footage in any one Building (collectively, the “Major Tenants”); and (ii) such other Tenants who, together with the Major Tenants, lease at least eighty-five percent (85%) of the leased rentable square feet of the Projects in the aggregate for each Tranche. Each tenant estoppel certificate shall be in the form required by such Tenant’s Lease or substantially in the form attached hereto as Exhibit F (each, a “Tenant Estoppel Certificate”). Any qualification of any assertion in the Tenant Estoppel Certificate regarding the status of the performance of any of landlord’s obligations under a Lease that such assertion is made “to Tenant’s knowledge” or similar qualification made by a Tenant shall be acceptable. A standard Statement of Lease from any GSA Tenant shall be deemed acceptable in lieu of a Tenant Estoppel Certificate. Any Lease that terminates or expires within thirty (30) days after the Closing Date shall not be included in the calculation of the required Tenant Estoppel Certificates, and Seller shall not be required to deliver a Tenant Estoppel Certificate from such Tenants. (iv) Title Insurer shall be prepared, and irrevocably committed, to issue an ALTA Owners Title Insurance Policy for each Project, to be dated effective no earlier than the Closing Date;, that (i) is in the form customarily used for similar transactions in state in which the Project is located, (ii) is in at least the face amount of the Purchase Price allocated to such Project, (iii) shows fee title to the Project to be vested of record in Buyer (or a SPE owned in its entirety by the Buyer or a DHSPE), and (iv) provides for no title exceptions other than the Permitted Exceptions. (v) Following the Effective Date, no Major Tenant has commenced a voluntary case or been the subject of a petition for involuntary bankruptcy under the United States Bankruptcy Code (Title 11 of the United States Code). (vi) GMAC The rights of third parties to purchase one or more Projects shall have delivered been waived, including, without limitation, the right of purchase listed on Exhibit O attached hereto. If any purchase right is exercised by a third party, this Agreement shall terminate as to such Project or Projects and this Agreement shall otherwise continue in full force and effect, and upon such termination Buyer will receive a refund of the ▇▇▇▇▇▇▇ Money allocable to such Project or Projects from Escrow Agent and the parties shall have no further rights or obligations hereunder with respect to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;applicable Project(s), except for those which expressly survive such termination. (vii) the conditions set forth in Section 2.7(b) With respect to each of the Trust Sale Tranche 2 Closing and Servicing Agreement shall have been satisfied; andthe Tranche 3 Closing, the condition more fully described on Exhibit P attached hereto (the “Capital Contingency”). (viii) GMAC The satisfaction of the conditions precedent set forth in Exhibit Q attached hereto (the “Additional Buyer Conditions”). Upon learning of a failure of a condition in this Article 8, or any other condition in this Agreement, Buyer shall promptly notify Seller thereof, and Seller shall have delivered thirty (30) days to the Purchaser an Opinion of Counsel of GMAC substantially cure said failure, or in the form event that the failure of Exhibit D.the condition cannot be cured within thirty

Conditions. GMAC shall be The Transferor is permitted to designate, transfer to the Issuer the Transferred Receivables and all Related Security related thereto arising in connection with any Additional Accounts or Interests in Other Floorplan Assets designated by the Purchaser shall be permitted Transferor pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.06(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Transferor has provided the Owner Trustee, the Indenture Trustee, the Rating Agencies and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such any Series Enhancers with a timely Addition Date is an Eligible ReceivableNotice; (ii) GMAC shall have the Transferor has delivered to the Purchaser Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit C and A (the list required to be delivered pursuant to “Assignment”), along with the applicable Additional Account Schedule or Other Floorplan Asset Schedule, as applicable, in accordance with Section 7.02(d2.01(e); (iii) GMAC shall have agreed to deliver the Transferor has delivered to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Servicer all Collections with respect to the Eligible Receivables arising in on such Additional Accounts since or Interest in Other Floorplan Assets relating to the time period on or after the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account or Other Floorplan Accounts, as applicable, is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts or Other Floorplan Accounts, as applicable; (C) the Additional Account Schedule or Other Floorplan Asset Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of the date of the Addition Notice and the Addition Date, neither GMAC nor none of the Purchaser Seller, the Transferor or the Servicer is insolvent nor shall any of them have been or will be made insolvent by such the transfer nor is either and none of them is aware of any pending events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Transferred Receivables arising in connection with such Additional Accounts or the Interests in Other Floorplan Assets will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur; (v) the Schedule Transferor has delivered to the Owner Trustee, the Indenture Trustee and any Series Enhancer (A) an Opinion of Accounts shall have been amended Counsel with respect to reflect such the Transferred Receivables in the Additional Accounts or the Interests in Other Floorplan Assets substantially in the form of Exhibit C and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date(B) a Tax Opinion with respect to such addition; (vi) GMAC shall have with respect to the sale of Interests in Other Floorplan Assets, the Transferor has delivered to the Purchaser a certificate Issuer written evidence of satisfaction of the Rating Agency Condition; and (vii) the Transferor has delivered to the Owner Trustee, the Indenture Trustee and any Series Enhancers an Authorized Officer Officer’s Certificate confirming, to the best of GMAC confirming such officer’s knowledge, the items satisfaction of each of the conditions set forth in clauses (i) through (vvi) above; (vii) ; the conditions Owner Trustee and the Indenture Trustee may conclusively rely on such Officer’s Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.so relying.

Conditions. GMAC shall be permitted to designate, and 5.1. Completion is conditional upon the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions conditions: (a) the CMA having accepted the Undertaking in Lieu from the Seller Parent (and such undertaking having been signed by the CMA and the Seller Parent) and the CMA having approved the Buyer Parent or its Related Persons as the suitable purchaser for the purposes of the Transaction; (b) the closing of the transactions contemplated under the Business Combination Agreement in accordance with the terms of such agreement; (c) each Rig (other than: (i) a Rig that has become a Rig Total Loss; or (ii) any Rig with Rig Damage on or the Condition Satisfaction Date which is subject to determination pursuant to clauses 7.6 to 7.12 (inclusive)) is on Completion delivered with class maintained, free of average damage affecting class which has been incurred after the Rig Inspection Date relating to that Rig; (d) no Rig Total Loss Event having occurred in respect of more than two Rigs; and (e) the consent in writing of the Drilling Customer to each of the Drilling Agreements (other than the NLN Drilling Agreement) to novate such agreement, subject to clause 5.3(b), on the terms of the Drilling Novation Agreements having been received prior to the related Addition satisfaction of the CMA Condition. 5.2. Each Seller Party shall use its reasonable endeavours to procure the satisfaction of the Conditions as soon as practicable and in any event by no later than the Longstop Date. The Seller Parent shall notify the Buyer in writing as soon as reasonably practicable if it becomes aware of any matter, event or circumstance which would result in any of the Conditions becoming incapable of satisfaction. 5.3. The Buyer shall (and shall procure that each of its Related Persons shall) cooperate with the Seller Parties in connection with the satisfaction of the Condition set out in clause 5.1(e), and shall (without limitation): (a) promptly provide to the Seller Parent (upon its written request) with all information and documents reasonably required by any Drilling Customer; (b) consent to any amendment reasonably requested by the Drilling Customer to the terms of any Drilling Novation Agreement to be entered into by such customer on Completion, provided that the Buyer and its Related Persons shall: (i) GMAC only be required to assume any obligation or liability under a Drilling Agreement that arises on or after Completion (provided that this clause 5.3(b)(i) shall represent that as not in any way require any Seller Party to remedy any damage to any Rig or the Rig Assets other than in accordance with the terms of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;clause 7); or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list not be required to be delivered pursuant to Section 7.02(d)agree any term that is inconsistent with the terms of this agreement or any other Transaction Document; (iiic) GMAC shall have agreed provide a Drilling PCG to deliver each Drilling Customer; and (d) in accordance with the NSH Drilling Agreement and the NST Drilling Agreement, provide each Drilling Customer a deed of liability and insurance and a deed of mutual indemnity and waiver, in each case, in the form contained in the relevant Drilling Agreement. 5.4. The Buyer undertakes to cooperate with the CMA in relation to the PurchaserCMA’s suitable purchaser assessment, including promptly providing the CMA with all information and documents reasonably required for deposit the purposes of the purchaser suitability assessment and making the management of the Buyer available to meet with, and present to, the CMA on the proposed business plan for the Business to be operated by the Buyer following Completion and the NLN Completion. 5.5. The Buyer shall: (a) present a well developed business plan to the CMA for the Business when requested to do so by the CMA; (b) make senior management available to meet with and present to the CMA on the business plan and arrange the attendance of senior management from its selected partners to meet with the CMA when requested to do so by the CMA; (c) provide information reasonably requested by the CMA in relation to the Collection Accountassessment of purchaser suitability, in a timely manner; (d) keep the Seller Parent regularly updated on the status of discussions with the CMA in connection with the Transaction; and (e) promptly notify the Seller Parent of any communication received from the CMA in connection with the Transaction and, to the extent required permitted by applicable law, promptly provide the Seller Parent with copies of all communications received from, or made to, the CMA in connection with the Transaction, in each case, it being acknowledged that any Buyer Confidential Information related to such discussions or communication with the CMA shall be shared on a counsel to counsel basis only. 5.6. The Buyer undertakes to each Seller Party that it has the financial resources, expertise (including managerial, operational and technical capability), incentive and intention to maintain and operate the Assets and the Business as part of a viable and active business in competition with the Sellers and other competitors in the provision of offshore drilling services using ▇▇▇▇-up rigs in North West Europe (identified as the United Kingdom, Denmark and the Netherlands), excluding Norway. 5.7. The Buyer undertakes to each Seller Party that it shall not at any time prior to Completion, either alone or acting in concert with any other person, acquire, agree to acquire or offer to acquire, or cause any other person to acquire, agree to acquire or to offer to acquire, or progress or contemplate (or cause any other person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Business or any other business, the acquisition of which might reasonably be expected to prejudice or delay the outcome of the satisfaction of any of the Conditions or the occurrence of Completion. 5.8. To the extent requested by the Trust Sale and Servicing AgreementCMA, all Collections with respect each Party agrees to amend the terms of this agreement or any other Transaction Document on terms acceptable to the Eligible Receivables arising in CMA and shall at their own expense execute all such Additional Accounts since documents (including a deed of amendment) and do such acts and things as the Additional Cut-Off Date within two CMA may reasonably require for the purpose of such amendment. 5.9. By no later than one Business Days after such Addition Date; (iv) as following the satisfaction of the Addition Condition set out in clause 5.1(e), the Seller Parent and the Buyer shall deliver a notice in writing to the CMA (signed by the Seller Parent and the Buyer) confirming that such condition has been satisfied. 5.10. The Seller Parent shall keep the Buyer reasonably advised of the progress towards the satisfaction of the Conditions and shall notify the Buyer in writing upon the satisfaction of each Condition capable of satisfaction prior to Completion and the first Business Day following the satisfaction of all the Conditions (or, in the case of the Rig Conditions, such conditions continuing to be fulfilled) being, the “Condition Satisfaction Date”. 5.11. If any of the Conditions has not been satisfied or becomes incapable of satisfaction, in each case, on or before the Longstop Date, neither GMAC nor this agreement shall terminate with effect from that date. 5.12. If this agreement terminates in accordance with clause 5.11, the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as obligations of the Addition Date; (vi) GMAC Parties shall have delivered to automatically terminate, save that the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) rights and liabilities of the Trust Sale Parties which have accrued prior to (or as a result of) termination shall continue to subsist, including those under this clause 5.12 and Servicing Agreement shall have been satisfied; and clauses 1, 4.4, 21 to 23 and 26 to 37 (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.inclusive).

Conditions. GMAC shall be The Transferor is permitted to designate, transfer to the Issuer the Receivables and all Related Security related thereto arising in connection with any Additional Accounts designated by the Purchaser shall be permitted Transferor pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.06(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as the Transferor has provided the Owner Trustee, the Indenture Trustee, the Rating Agencies and any Series Enhancers with a timely Addition Notice; (ii) the Transferor has delivered to the Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit A (the related "Assignment"), along with the applicable Additional Account Schedule in accordance with Section 2.01(e)(iii); (iii) the Transferor has delivered to the Servicer all Collections on such Additional Accounts relating to the time period on or after the Additional Cut-Off Date Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to of the Purchaser on such Addition Date is an Eligible ReceivableAdditional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts; (C) the Additional Account Schedule delivered pursuant to clause (ii) GMAC shall have above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of the date of the Addition Notice and the Addition Date, none of the Seller, the Transferor or the Servicer is insolvent or will be made insolvent by the transfer and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Receivables arising in connection with such Additional Accounts will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur; (v) the Transferor has delivered to the Purchaser a duly executed written assignment Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts substantially in the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iiiB) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections a Tax Opinion with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;addition; and (vi) GMAC shall have the Transferor has delivered to the Purchaser a certificate Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of an Authorized Officer such officer's knowledge, the satisfaction of GMAC confirming each of the items conditions set forth in clauses (i) through (v) above; (vii) . Each of the conditions Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.so relying.

Conditions. GMAC shall be permitted The Depositor may convey to designate, the Trust all Eligible Receivables and the Purchaser shall be permitted to accept the designation of, related Collateral Security in any Additional Accounts, Accounts in accordance with Section 2.03(a2.7(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Depositor shall represent and warrant that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser Trust on such Addition Date is an Eligible Receivable; (ii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee a duly executed written assignment in substantially the form of Exhibit C hereto and the list required to be delivered pursuant to Section 7.02(d10.2(e); (iii) GMAC the Depositor shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Account all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateDate (or such later date as may be permitted pursuant to Section 6.2(b); (iv) as of the Addition Date, neither GMAC nor the Purchaser Depositor is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Rating Agency Condition shall have been satisfied with respect to such addition for each series or class of Securities then outstanding; (vi) the Depositor shall represent and warrant that the designation of such Additional Accounts, the inclusion of such Additional Accounts in the Pool of Accounts and the purchase of the related Receivables shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (vii) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (viviii) GMAC the Depositor shall have delivered to the Purchaser Indenture Trustee and the Owner Trustee a certificate of an Authorized Officer of GMAC the Depositor confirming the items set forth in clauses (i) through (vvii) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viiiix) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee an Opinion of Counsel of GMAC substantially in the form of Exhibit D.D hereto.

Conditions. GMAC shall be permitted (a) The obligation of Purchaser under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction at or prior to Settlement of each of the following conditions on (any one of which may be waived in whole or in part by Purchaser at or prior to the related Addition DateSettlement), as applicable: (i) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the Addition Date;terms of this Agreement. (viii) GMAC Seller shall have delivered performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. Eastern Time on theday that is sixty (60) days following the Effective Date (the “ Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property, subject to Section 14 below and provided further that Seller’s prior written approval shall be required for any invasive or intrusive testing. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days immediately following the expiration of the initial Feasibility Period, provided that Purchaser: (x) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period, and (y) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to TEN PERCENT (10%) of the Purchase Price ($___ _) (the “Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser a certificate is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of an Authorized Officer the Feasibility Period. If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of GMAC confirming the items set forth in clauses this Agreement (i) through (v) above; (vii) the conditions including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 2.7(b14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). Failure by Purchaser to deliver the notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Trust Sale Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall becomenonrefundableto Purchaser except as otherwise expressly set forth herein. (iv) From and Servicing after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall have been satisfied; andbe true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (viiiii) GMAC Purchaser shall have delivered performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) Purchaser acknowledges that Seller shall not be delivering any due diligence information or materials to Purchaser in connection with this Agreement or Settlement and that the determination of the Purchase Price reflects the fact that Purchaser an Opinion will be purchasing the Property without the disclosure of Counsel of GMAC substantially in the form of Exhibit D.any such information and materials.

Conditions. GMAC At Closing, the Companies shall deliver to the PaineWebber Parties one or more stock certificates registered in the name of PaineWebber representing the number of Purchase Shares set forth in Section 1 above. The obligation of the Companies to complete the purchase and sale of the Purchase Shares and deliver such stock certificate(s) to the PaineWebber Parties at the Closing shall be permitted subject to designatethe following conditions, any one or more of which may be waived by both of the Companies acting together: (i) receipt by the Companies of immediately available funds (or other mutually agreed upon form of payment) in the full amount of the purchase price specified in Section 2 for the Purchase Shares being purchased hereunder, (ii) the accuracy in all material respects as of the Closing Date, of the representations and warranties made by the PaineWebber Parties herein and the Purchaser shall be permitted to accept the designation of, Additional Accountsfulfillment, in accordance with Section 2.03(a) only upon satisfaction all material respects, of each those undertakings of the following conditions on or PaineWebber Parties to be fulfilled prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); Closing, (iii) GMAC shall have agreed to deliver to execution and delivery of the PurchaserAdjustment Agreement, for deposit in the Collection Account, to the extent required (iv) receipt by the Trust Sale and Servicing Agreement, all Collections Companies of a cross-receipt with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as Purchase Shares executed by PaineWebber Agent on behalf of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; PaineWebber and (v) receipt by the Schedule Companies of Accounts shall have been amended a certificate by an officer or authorized representative of PaineWebber Agent to reflect such Additional Accounts the effect that the representations and warranties of the Schedule of Accounts as so amended shall be PaineWebber Parties set forth in Section 5 hereof are true and correct as of the Addition date of this Agreement and as of the Closing Date; (vi. The obligation of PaineWebber to accept delivery of such stock certificate(s) GMAC and to pay for the Purchase Shares evidenced thereby shall have delivered be subject to the Purchaser a certificate following conditions, any one or more of an Authorized Officer of GMAC confirming which may be waived by the items set forth in clauses PaineWebber Parties: (i) through (v) above; (vii) the conditions set forth accuracy in Section 2.7(b) all material respects, as of the Trust Sale Closing Date, of the representations and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered warranties made by the Companies herein and the fulfillment, in all material respects, of those undertakings of the Companies to be fulfilled prior to the Purchaser an Opinion Closing, (ii) receipt by the PaineWebber Parties of Counsel all opinions, letters and certificates to be delivered by the Companies pursuant to this Purchase Agreement, (iii) execution and delivery of GMAC substantially in the form Adjustment Agreement, and (iv) receipt by the PaineWebber Parties of Exhibit D.a cross-receipt with respect to the purchase price for the Purchase Shares executed by the Companies.

Conditions. GMAC shall be permitted The Depositor may convey to designate, the Issuing Entity all Eligible Receivables and the Purchaser shall be permitted to accept the designation of, related Collateral Security in any Additional Accounts, Accounts in accordance with Section 2.03(a2.7(a) or Section 2.7(b), only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Depositor shall represent and warrant that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser Issuing Entity on such Addition Date is an Eligible Receivable; (ii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee a duly executed written assignment in substantially the form of Exhibit C hereto and the list required to be delivered pursuant to Section 7.02(d10.2(e); (iii) GMAC the Depositor shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Account all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateDate (or such later date as may be permitted pursuant to the Indenture); (iv) as of the Addition Date, neither GMAC the Servicer nor the Purchaser Depositor is insolvent insolvent, nor shall any either of them have been made insolvent by such transfer transfer, nor is either of them aware of any pending insolvency; (v) the Depositor shall represent and warrant that the designation of such Additional Accounts, the inclusion of such Additional Accounts in the Pool of Accounts and the purchase of the related Receivables shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (vi) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vivii) GMAC the Depositor shall have delivered to the Purchaser Indenture Trustee and the Owner Trustee a certificate of an Authorized Officer of GMAC the Depositor confirming the items set forth in clauses (i) through (vvi) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee an Opinion of Counsel of GMAC substantially in the form of Exhibit D.D hereto.

Conditions. GMAC shall be permitted 3.1 The Parties undertake to designate, and enter into the Purchaser shall be permitted Promised Agreement subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfillment of the following conditions on (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall provide, or prior procure that the Target Companies shall provide, such reasonable assistance (including the provision of such information and other documents reasonably necessary to support the applications to the related Addition DateRelevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be requested by the Relevant Antimonopoly Office to obtain such approval, including, without limitation, providing such information and other documents reasonably necessary to support the relevant application to and addressing any queries raised by the Relevant Antimonopoly Office. (b) The Buyer shall promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the date of this Agreement) all filings and notifications with the Relevant Antimonopoly Office in order to obtain the Antimonopoly Approval. (c) The Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Antimonopoly Approval. (d) Subject to applicable laws relating to the sharing of information, the Buyer shall: (i) GMAC shall represent that as promptly notify the Seller of any communication the related Additional Cut-Off Date each such Additional Account is an Eligible Account Buyer receives from the Relevant Antimonopoly Office in relation to this Agreement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed permit the Seller to review in advance any proposed communication by the Buyer to the Purchaser on such Addition Date is an Eligible Receivable;Antimonopoly Office; and (ii) GMAC provide the Seller with copies of all correspondence, filings or communications between the Buyer or any of its representatives, on the one hand, and the Relevant Antimonopoly Office or members of its staff, on the other hand. (e) The Seller and the Buyer shall have delivered coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing, provided that the foregoing shall not require any Party to disclose any information that in the reasonable judgment of the Buyer or the Seller, as the case may be, would result in the disclosure of any trade secrets of third parties or the breach of any of their respective confidentiality obligations. (f) No Party shall be required to comply with any provision of this Section 3.3 to the Purchaser a duly executed written assignment in substantially extent that such compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other fully informed and up to date with respect to their progress towards satisfaction of the form Conditions and upon becoming aware of Exhibit C and satisfaction of any of the list required to be delivered pursuant to Section 7.02(d); Conditions shall notify the other Party thereof not later than within 1 (iiione) GMAC Business Day from the date such Party becomes aware of the satisfaction of the relevant Condition. In particular, the Buyer shall have agreed to deliver to the PurchaserSeller, for deposit together with the relevant notification, a copy of the Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be placed in the Collection Account, to VDR (as defined below). 3.5 The Condition 2 is stipulated for the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as benefit of the Addition Date, neither GMAC nor Buyer and the Purchaser Buyer is insolvent nor shall entitled to waive that Condition 2 at any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts time. The foregoing waiver shall have been amended to reflect such Additional Accounts and the Schedule same effect as fulfillment of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Condition 2.

Conditions. GMAC shall be permitted to designate, and The Company agrees that it will not accept any Notes tendered in the Purchaser shall be permitted to accept Exchange Offer until the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions (each a "Condition" and collectively, the "Conditions"): (a) there shall have been validly tendered and not withdrawn not less than 60% in the aggregate principal amount due at maturity of the 2005 Notes outstanding on or prior the date of the expiration of the Exchange Offer (the "Minimum Condition"); (b) the preparation and, as appropriate, the dissemination, in form and substance reasonably satisfactory to the related Addition Date: Required Noteholders, of offering documents necessary to implement the Exchange Offer and the transactions contemplated by the Term Sheet in accordance with the terms of such Term Sheet; (c) the Indenture Amendments shall have become effective in a form substantially similar to that attached to the Term Sheet; (d) the Third Amendment to Senior Credit Agreement shall have become effective in a form substantially similar to that attached to the Term Sheet; (e) the Series C Certificate of Designation in a form substantially similar to that attached to the Term Sheet shall have been filed with the Delaware Secretary of State; (f) a new independent director designated in writing by the Required Noteholders and reasonably acceptable to the existing board of directors of the Company shall have been added to the board of directors of the Company; (g) the Company shall have executed and delivered the New Notes Credit Agreement, the Intercreditor Agreement and the Registration Rights Agreement, each in a form substantially similar to those attached to the attached Term Sheet; (h) the Company shall have executed and delivered the New Notes Security Documents in a form reasonably acceptable to the Required Noteholders; (i) GMAC there shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall not have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaserbeen any action taken, for deposit in the Collection Accountor any statute, to the extent required by the Trust Sale and Servicing Agreementrule, all Collections regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced with respect to the Eligible Receivables arising in such Additional Accounts since Exchange Offer, the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as exchange of 2005 Notes or 2008 Notes for the applicable consideration pursuant to the Exchange Offer, the Consent Solicitation or the Indenture Amendments by or before any court or governmental regulatory or administrative agency or authority, tribunal, which prohibits the making of the Addition DateExchange Offer, neither GMAC nor the Purchaser is insolvent nor Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration or would, directly or indirectly, prohibit, prevent, restrict or materially delay consummation of, or would otherwise adversely affect in any material manner, the Exchange Offer, the Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration; and (j) there shall not have been any Material Adverse Change. The Company may not, without the written consent of the Required Noteholders, waive the Minimum Condition or any of them have been made insolvent the other Conditions. In addition to the Conditions, the Company agrees that it will not accept any Notes tendered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and Noteholders unless the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have Company has delivered to the Purchaser Noteholders a certificate written opinion of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered counsel to the Purchaser an Opinion of Counsel of GMAC substantially Company in the form of Exhibit D.approved by the Required Noteholders.

Conditions. GMAC 2.1 The provisions of this Agreement, other than those arising under Clauses 1, 2, 3, 4.1, 4.2, 16, 17, 19.1 and 21 to 28 (inclusive), shall be permitted to designate, conditional upon all of the following and the Purchaser Clause 4.1 shall be permitted to accept conditional upon paragraphs (A) and (C) and only: (A) the designation of, Additional Accounts, approval of the Demerger Resolution by a majority of RB Shareholders at the general meeting of the RB Shareholders; (B) the Indivior Sponsors’ Agreement not having terminated in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableits terms; (iiC) GMAC shall have delivered to RB having been entered into the Purchaser a duly executed written assignment in substantially register of members of RBP Global as the form holder of Exhibit C and all of the list required to be delivered pursuant to Section 7.02(d)RBP Global Shares; (iiiD) GMAC shall have agreed to deliver to the Purchaser, for deposit in approval of the Collection Account, to payment of the extent required Demerger Dividend by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateRB Board; (ivE) as the UKLA having acknowledged to Indivior or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Addition Date, neither GMAC nor Indivior Shares to the Purchaser is insolvent nor shall any of them have Official List with a premium listing has been made insolvent by such transfer nor is either of them aware approved and (after satisfaction of any pending insolvency; conditions to which such approval is expressed to be subject (vthe “Listing Conditions”)) will become effective as soon as a dealing notice has been issued by the Schedule of Accounts shall have been amended to reflect such Additional Accounts UKLA and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have any Listing Conditions having been satisfied; and (viiiF) GMAC the London Stock Exchange having acknowledged to Indivior or its agent (and such acknowledgement not having been withdrawn) that the Indivior Shares will be admitted to trading on its main market for listed securities. 2.2 Subject to Clause 2.3, RB, Indivior and RBP Global shall use all reasonable endeavours to ensure fulfilment of the Conditions, none of which may be waived by either RB or Indivior. If the Conditions are not satisfied by 8 a.m. on 23 December 2014 (or such other time and/or date as RB and Indivior may agree), this Agreement shall automatically terminate and neither RB nor Indivior shall have delivered any claim of any nature whatsoever against the other under this Agreement (save in respect of any rights and liabilities of RB and Indivior which have accrued prior to termination). 2.3 Each of RB and Indivior undertakes to the Purchaser an Opinion other to disclose anything which will or may prevent any of Counsel the Conditions from being satisfied immediately after it comes to the notice of GMAC substantially that party. 2.4 Each of RB, Indivior and RBP Global respectively will procure, to the extent it is able, that, between the time of this Agreement and Completion, the Indivior Business will be carried on in the form ordinary course subject only to: (A) implementation of Exhibit D.any remaining steps to be undertaken pursuant to the Demerger, this Agreement or the Step Plan, or any further steps required to be taken in consequence of taking such remaining steps; or (B) actions undertaken in the course of implementing operational separation of the Indivior Business from the RB Business in preparation for the Demerger; or (C) any matter undertaken as a requirement of law or applicable regulation or as a requirement of any contract, arrangement or commitment relating to the Indivior Business in place prior to the date of this Agreement; or (D) immediate or prompt steps undertaken to the extent required to prevent (so far as possible) or remedy or limit the consequences of any matter having a material and adverse effect on the ongoing operations of the Indivior Business (which shall be promptly notified by whichever party first becomes aware of such a matter to the other party if reasonably practicable prior to taking such steps (and if not, as soon as reasonably practicable thereafter) and shall consult with and give reasonable consideration to any reasonable corrective or remedial action proposed by the other party in respect of such matter).

Conditions. GMAC shall be permitted The making of the initial disbursement of the Loan is subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each completion of the following conditions on precedent in a manner satisfactory to Lender: (i) all filings have been completed that are necessary or advisable to perfect the security interest of Lender in the Collateral, including without limitation UCC filings and intellectual property filings, (ii) the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the related Addition Date: date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to the satisfaction of the following conditions precedent on the relevant disbursement date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment warranties made by Borrower contained in substantially the form of Exhibit C this Agreement and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended other Loan Documents shall be true and correct on and as of such date, with the same effect as if made on and as of such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date), and (ii) no Default or Event of Default shall exist or shall result from the requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the Addition Date; (vi) GMAC shall have delivered date of each such disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the Purchaser a certificate contrary in this Section 1.2 or otherwise in this Agreement, perfection of an Authorized Officer of GMAC confirming the items set forth security interests in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) Borrower’s assets outside of the Trust Sale and Servicing Agreement United States shall have been satisfiednot be required; and (viii) GMAC provided that the aggregate book value of such assets shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.not exceed $250,000 at any time.

Conditions. GMAC No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be permitted to designatemade thereunder (and assuming, in the case of any Incremental Facility, that the entire amount of such Incremental Facility is funded), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each application of the following conditions on or prior to the related Addition Dateproceeds therefrom: (A) no Default or Event of Default shall exist at the time of funding; provided that, to the extent the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) GMAC shall represent that as of the related Additional Cut-Off Date each date the signing of the Limited Condition Acquisition Agreement, no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of the funding of such Additional Account Incremental Facility, no Default or Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on continuing at such Addition Date is an Eligible Receivabletime of funding; (iiB) GMAC shall as of the last day of the most recent Fiscal Quarter for which financial statements have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be been delivered pursuant to Section 7.02(d)5.1, the Total Net Leverage Ratio recomputed on a pro forma basis shall not exceed 3.75:1.00; provided that if the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Total Net Leverage Ratio shall be determined as of the date that the applicable Limited Condition Acquisition Agreement is entered into, and calculated as if such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other pro forma events in connection therewith were consummated on such date; (iiiC) GMAC proceeds of any such Incremental Term Loan shall have agreed be used solely to deliver finance or refinance the purchase price of, and to pay fees, costs and expenses in connection with, a Permitted Acquisition consummated substantially concurrently with the incurrence thereof or within forty-five (45) days prior to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datedate of incurrence; (ivD) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor such Incremental Facility shall constitute “Senior Obligations” under any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedSubordination Agreement; and (viiiE) GMAC Agent shall have delivered received a certificate of a Responsible Officer of the Borrower certifying as to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing.

Conditions. GMAC The amendments provided for pursuant to Section I hereof shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) become effective only upon satisfaction of the following conditions precedent: (a) The Agent shall have received each of the following conditions on or prior following, in form and substance satisfactory to the related Addition Date:Agent and its counsel. (i) GMAC shall represent that as This Amendment and amended and restated Revolving Credit Notes executed by the Co-Borrowers in favor of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableBank; (ii) GMAC shall have delivered a certificate of the Secretary of Compare Generiks, Inc. (the "New Guarantor") dated the date of this Amendment, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the Purchaser a duly executed written assignment in substantially the form execution, delivery and performance of Exhibit C its Guarantee and the list required each other document to be delivered pursuant to Section 7.02(d)this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the New Guarantor; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iii) GMAC shall have agreed a certificate of the Secretary of the New Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of such entity authorized to deliver sign the Facility Documents and the other documents to the Purchaser, for deposit in the Collection Account, to the extent required be delivered by the Trust Sale and Servicing such entity under this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) a certificate of a duly authorized officer of each of the Co-Borrowers, dated the date of this Agreement, stating that the representations and warranties in Article 6 are true and correct on such date as though made on and as of the Addition Date, neither GMAC nor the Purchaser such date and that no event has occurred and is insolvent nor shall any continuing which constitutes a Default or Event of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyDefault; (v) a Guarantor Security Agreement duly executed by the Schedule of Accounts shall have been amended to reflect such Additional Accounts New Guarantor, together with (A) fully completed and executed financing statements on Form UCC-1, in proper form for filing duly filed under the Schedule of Accounts as so amended shall be true and correct as Uniform Commercial Code in all jurisdictions necessary or, in the reasonable discretion of the Addition DateAgent, desirable to perfect the security interests to be granted hereunder and under the Guarantor Security Agreement and (B) UCC search results identifying all of the financing statements on file with respect to the New Guarantor in all jurisdictions referred to under clause (A) hereof, indicating that no party claims an interest in any of the Collateral; (vi) GMAC shall have delivered a favorable opinion of counsel for the New Guarantor dated the Closing Date, in form and substance satisfactory to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveAgent and its counsel; (vii) satisfactory evidence that the conditions set forth New Guarantor is duly organized, validly existing and in Section 2.7(b) good standing under the laws of the Trust Sale their respective jurisdictions of incorporation and Servicing Agreement shall have been satisfiedeach other jurisdiction where qualification is necessary; and (viii) GMAC shall have delivered to such other documents, instruments, agreements, approvals, opinions and evidence as the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Agent may reasonably require.

Conditions. GMAC When ▇▇▇▇▇▇▇ performs work on ▇▇▇▇▇▇▇’s Facility in the Crossing Area, the following terms and conditions shall be permitted apply: (a) Grantee’s Field Representative shall contact Grantor’s Field Representative directly, either in person or by telephone, a minimum of seventy-two (72) hours (excluding Saturdays, Sundays and Statutory Holidays) before commencement of Grantee’s Work within 30 (m) meters of the Crossing Area and, if unable to designatecontact that person, Grantee shall serve a minimum of seventy-two (72) hours written notice pursuant to Clause 8 hereof before commencement of ▇▇▇▇▇▇▇’s Work. (b) Grantor has the right to have a representative present to inspect the Work of Grantee in the Crossing Area. (c) During installation pursuant to this Agreement, Grantee shall have available at the Crossing Area a copy of this Agreement. (d) Before proceeding to excavate within 5 (m) meters of the Crossing Area, Grantee shall fully expose Grantor’s Facility by hand digging. Grantee shall not use or permit the use of an excavating machine within 1.5 (m) meters of either side of any existing Grantor’s Facility unless otherwise agreed to in Schedule “C”. (e) Grantee shall, where applicable, install and maintain during performance of the Purchaser Work (f) Grantee shall be permitted to accept the designation of, Additional Accounts, lay down and construct its Facility in accordance with Section 2.03(athe Schedules to this Agreement. (g) only upon satisfaction Grantee shall carry out all Work in the Crossing Area in a proper and diligent manner and in accordance with good field/engineering and construction practices. (h) The party performing the Work shall ensure no damage occurs to existing Facilities while the Work is being performed in the Crossing Area including damage which may result from the use of each of heavy work equipment outside the following conditions on or prior to Crossing Area while performing the related Addition Date:Work inside the Crossing Area. (i) GMAC Where necessary, the Grantee shall represent support Grantor’s Facility as required, or as directed (j) In the event that ▇▇▇▇▇▇▇’s Facility suffers contact damage or other damage as a result of ▇▇▇▇▇▇▇’s Work, Grantor shall be notified forthwith, and its repair shall be carried out as directed by ▇▇▇▇▇▇▇ at Grantee’s cost. (k) Where cathodic protection is required by Grantor as a result of Grantee’s installation, Grantee at its cost shall, at the time of the related Additional Cutconstruction of its Facility, install and thereafter maintain a cathodic protection testing station for Grantor’s (l) Facility at the crossing in accordance with the attached Schedule “C” or as directed by ▇▇▇▇▇▇▇’s representative. (m) At least seventy-Off Date each two (72) hours (excluding Saturdays, Sundays and Statutory Holidays) prior to covering Grantor’s exposed Facility, ▇▇▇▇▇▇▇’s Field Representative shall contact Grantor’s Field Representative directly, either in person or by telephone for inspection. (n) The Grantee shall, where applicable, install and maintain suitable buried markers (o) Unless otherwise directed by the Grantor, the Grantee shall cover Grantor’s Facility with at least 30 (cm) centimeters of select backfill material prior to commencing backfilling operations. The Grantee shall, in backfilling the excavation in the Crossing Area, compact the fill material in 15 (cm) centimeter layers, or such Additional Account greater depth specified by Grantor’s Field Representative. (p) Grantee shall, as soon as it is an Eligible Account and that each Receivable arising thereunder identified reasonably practical after the completion of Grantee’s Work in the Crossing Area, restore the surface of the Crossing Area as an Eligible Receivable and conveyed closely as is practical to the Purchaser on such Addition Date is an Eligible Receivable;condition in which it existed immediately prior to the Work being commenced. (iiq) GMAC Grantee shall have delivered maintain the Crossing Area in good order and condition and carry out expeditiously all Work hereunder. (r) Grantee must protect the Crossing Area, by installing temporary fencing and locking gates to protect the Purchaser a duly executed written assignment in substantially Crossing Area and Public at Large, at their own expense. (s) The grantee must further protect the form of Exhibit C Crossing Area, by having proper work/road/sidewalk signage, closures, etc. to protect the Crossing Area and the list required to be delivered pursuant to Section 7.02(d);Public at Large. (iiit) GMAC shall Grantee must ensure that they have agreed to deliver to all agreements, permits, safety procedures, emergency response plans with them at all times. (u) Except as otherwise provided herein, the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections cost of Work with respect to each party’s Facilities in the Eligible Receivables arising in Crossing Area undertaken by either party shall be borne by the party requiring such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;Work. (v) The cost associated with the Schedule of Accounts location, identification or supervision shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended not be charged (w) Grantee shall be true liable for and correct as shall pay all taxes, rates and assessments of every description whatsoever that may be imposed by any lawful authority by reason of the Addition Date; (vi) GMAC shall have delivered to presence of ▇▇▇▇▇▇▇’s Facility in the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) Crossing Area, or by reason of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion presence of Counsel of GMAC substantially Grantee’s Facility in the form Crossing Area, or by reason of Exhibit D.this Agreement or of anything done by Grantee pursuant to this Agreement. In addition, the Grantee shall indemnify Grantor from and against all such taxes, rates and assessments.

Conditions. GMAC The Dealer Managers shall be permitted entitled to designatewithdraw as Dealer Managers in connection with the Invitation, at any time, if any of the conditions set forth in this Section 10 are not met, and the Purchaser obligations of the Dealer Managers hereunder shall at all times be subject, in their discretion, to the conditions that: (a) All representations and warranties and other statements of UMS contained herein are now, and on the Announcement Date, at all times during the Invitation and on the Settlement Date will be, true and correct. (b) UMS at all times during the Invitation shall have performed all of its obligations hereunder theretofore required to have been performed and the statements of UMS and its officers made in any certificates delivered pursuant to this Agreement shall be permitted true and correct in all respects. (c) The Invitation Supplement and any amendment or supplement thereto with respect to accept the designation of, Additional Accounts, Invitation shall have been filed with the Commission by post-effective amendment or pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 2.03(a4(d) only upon satisfaction hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof and no order preventing or suspending use of any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; and any Issuer Free Writing Prospectus and any other material required to be filed by UMS pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433. (d) On the date hereof (the “Commencement Date”) and the Expiration Date, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, your United States counsel, shall have furnished to you such written opinion or opinions, dated the respective date of delivery thereof, with respect to the validity of the Fiscal Agency Agreement and the Reopened Notes, the Registration Statement, the Prospectus and such other related matters as you may have reasonably requested sufficiently in advance of each such date, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In the event of an amendment of the following Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you. In rendering their opinions, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may assume all matters of Mexican law covered by the opinions referred to in paragraphs (e) and (f) of this Section 10. (e) On the Commencement Date and the Expiration Date, ▇▇▇▇▇ ▇▇▇▇▇▇▇, S.C., your Mexican counsel, shall have furnished to you such written opinion or opinions, dated the respective date of delivery thereof, with respect to the validity of this Agreement, the Fiscal Agency Agreement and the Reopened Notes, the Registration Statement, the Prospectus and such other related matters as you may have reasonably requested sufficiently in advance of each such date, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you. In rendering such opinion, such counsel may assume all matters of United States Federal and New York law covered by the opinions referred to in paragraph (d) of this Section 10. (f) On the Commencement Date and the Expiration Date, the Deputy Director General of Legal Procedures of Credit of the Ministry of Finance and Public Credit of the United Mexican States, or the Fiscal Attorney of the Federation or the Deputy Fiscal Attorney of the Federation, shall have furnished to you his or her written opinion, dated the respective date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex I hereto. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you, addressing the matters set forth in Annex I hereto. In rendering such opinion, such counsel may state that his or her opinion is limited to matters of Mexican law and, as to all matters of United States Federal and New York law, may rely upon the opinion referred to in paragraph (g) of this Section 10. (g) On the Commencement Date and the Expiration Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for UMS, shall have furnished to you their written opinion, dated the respective date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex II hereto. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you, addressing the matters set forth in Annex II hereto. In rendering such opinion, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York. (h) UMS shall have furnished to you, on the Commencement Date and the Expiration Date, a certificate in English, dated the respective date of delivery thereof, of the Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit of the United Mexican States, in which such official shall state that, to the best of his or her knowledge after reasonable investigation: (i) the representations and warranties of UMS in this Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of the respective date of such certificate (other than such representations and warranties which are made as of a specified date), (ii) UMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the respective date of such certificate, (iii) no proceeding has been initiated, or to the best of his or her knowledge, threatened to restrain or enjoin the making of the Invitation or the issuance or delivery of the Reopened Notes or the purchase of Old Bonds by UMS pursuant to the Invitation Material or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Invitation will be effected, the Reopened Notes will be issued and/or the Old Bonds will be purchased pursuant thereto or to question the validity of the Invitation or the Reopened Notes, and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in relevant part, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and (v) since the respective dates as of which information is given in the Prospectus as amended or supplemented and on or before the Announcement Date, there has not been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic, fiscal, political or other condition, or foreign exchange controls, of UMS, except as set forth in or contemplated by the Prospectus as amended or supplemented. (i) Since the respective dates as of which information is given in the Prospectus as amended or supplemented on or before the Announcement Date, there shall not have been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic, fiscal, political or other condition, or foreign exchange controls, of UMS, otherwise than as set forth in or contemplated by the Prospectus as amended or supplemented on or prior to the related Addition Announcement Date:, the effect of which, in any such case, is in your reasonable judgment, after consultation with UMS, so material and adverse such as to make it impracticable or inadvisable to proceed with the Invitation or the delivery of the Reopened Notes or purchase of the Old Bonds on the terms and in the manner contemplated by the Prospectus as amended or supplemented. (ij) GMAC Subsequent to the execution and delivery of this Agreement and on or before the Settlement Date there shall represent not have occurred any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (B) trading of any securities of UMS shall have been formally suspended or limited on any international exchange; (C) a general moratorium on commercial banking activities in New York or the United Mexican States declared by either United States or New York State authorities or authorities of UMS, respectively; (D) a material failure in the computerized systems used to operate and maintain The Depository Trust Company’s Automated Tender Offer Program; or (E) the outbreak or escalation of hostilities involving the United States or the United Mexican States or the declaration by the United States or the United Mexican States of a national emergency or war, if the effect of any such event specified in clause (E) is in your reasonable judgment, after consultation with UMS, so material and adverse as to make it impracticable or inadvisable to proceed with the Invitation or the delivery of the Reopened Notes on the terms and in the manner contemplated by the Prospectus as amended or supplemented. (k) The Deputy Undersecretary for Public Credit or the Deputy Director General of Legal Procedures of Credit of the Ministry of Finance and Public Credit of the United Mexican States shall have furnished to you on the Commencement Date and the Announcement Date a certificate in English, dated the date of delivery, to the effect that as of its effective date, the related Additional Cut-Off Date each such Additional Account is an Eligible Account Registration Statement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed any further amendment thereto made by UMS did not contain any untrue statement of a material fact or omit to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list state any material fact required to be delivered pursuant stated therein or necessary to Section 7.02(d); (iii) GMAC shall have agreed to deliver to make the Purchaserstatements therein not misleading; that, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Datedate of the Invitation Supplement, neither GMAC nor the Purchaser is insolvent nor shall Prospectus, and any of them have been further amendment or supplement thereto made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) UMS, the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts Prospectus as so amended shall be true and correct or supplemented, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; that, as of the Addition Date;Time of Sale, the Time of Sale Information and any further amendment or supplement thereto made by UMS did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and that, as of the respective date of such certificate, neither the Registration Statement nor the Prospectus nor the Time of Sale Information or any amendment or supplement thereto made by UMS contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing certification shall not apply to the statements in or omissions from the Registration Statement or the Prospectus or the Time of Sale Information or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to UMS in writing by you expressly for use in the Registration Statement or the Prospectus or the Time of Sale Information or such amendment or supplement thereto. (vil) GMAC UMS shall have delivered furnished to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) you on each of the Trust Sale Commencement Date and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Expiration Date such further information, certificates and documents as you may reasonably request.

Conditions. GMAC 3.1 The sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon those matters listed in Schedule 1 (Conditions to Completion) (the “Conditions”). 3.2 The Purchaser shall use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 to 3 of Schedule 1 (Conditions to Completion) (the “Purchaser Conditions”) (including, without limitation, complying with its obligations under the Dogus SPA with regard to the fulfillment of the Dogus Conditions) as soon as reasonably practicable and in any event on or before the Longstop Date and will notify the Seller and Dogus in writing immediately upon the satisfaction of each such condition. Without limitation to the foregoing, the Purchaser undertakes to use all reasonable endeavours to submit its application to obtain the approvals or consents listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) to each relevant regulatory body listed therein within 30 Business Days of the date of signature of this Agreement. 3.3 The Seller (for the benefit of the Purchaser and Dogus) shall give such co-operation and assistance in a timely manner to the Purchaser as the Purchaser may reasonably require to fulfil or procure the fulfilment of the Purchaser Conditions and shall use all reasonable endeavours to fulfil or procure the fulfilment of the condition listed in paragraph 4 of Schedule 1 (Conditions) (the “Seller’s Condition”). Without limitation to the foregoing, the Seller (for the benefit of the Purchaser and Dogus) shall accordingly: (A) take all steps reasonably required to enable the Purchaser to fulfil the Purchaser Conditions as promptly as possible, including assistance with submissions, filings and attendance at such meetings with Governmental Authorities (provided such Governmental Authorities agree to such attendance) as may be reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (B) procure information reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (C) take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company and Company Group Members support any vote held at board or executive committee level) and in a timely manner to designateprocure that the Company and Company Group Members co-operate with and assist the Purchaser as may be reasonably required in fulfilling the Purchaser Conditions; (D) to the extent within its power and permitted by law, take all actions and steps it is required to take under or in connection with this Agreement in a co-ordinated and co-operative manner with Dogus with a view to ensuring that the fulfilment of the Purchaser Conditions and the Dogus Conditions is achieved in an efficient and timely manner; and (E) in relation to the Seller’s Condition, the Seller undertakes: (i) to use all reasonable endeavours to submit its application to the BRSA within 5 Business Days of signature of this Agreement with regard to the GECC-Arastirma Transaction; (ii) to notify the Purchaser immediately if the Seller becomes aware that it is required to obtain any regulatory consent or approval in relation to the GECC-Arastirma Transaction in addition to the approval of the BRSA; and (iii) not to take any step or action in relation to the fulfillment of the Seller’s Condition that would or reasonably may delay or frustrate the fulfillment of the Purchaser’s Conditions in a timely manner. 3.4 Subject to sub-clause 3.5 the Purchaser undertakes to keep the Seller (or its advisers) informed regularly as to the progress towards satisfaction of the Purchaser Conditions and undertakes to: (A) notify the Seller (or its respective advisers) of any material communications (whether written or oral) from, and provide the Seller with copies of any material communications from, in each case, the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions where such communications have not been independently or simultaneously supplied to the Seller; (B) provide the Seller (or its respective advisers) with draft copies of all filings or formal submissions and material communications to the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions at such time as will allow the Seller a reasonable opportunity to provide comments on such filings, submissions and communications before they are submitted or sent and provide the Seller (or its respective advisers) with copies of all such filings, submissions and communications in the form submitted or sent; and (C) give the Seller: (i) reasonable notice, where practicable, of; and (ii) where permitted by the Turkish Governmental Authority concerned, allow persons nominated by the Seller to attend, all material meetings and telephone calls with the Turkish Governmental Authority concerned in relation to the Purchaser Conditions and, where appropriate, to make any submissions at such meetings or on such calls. 3.5 In circumstances where sub-clause 3.4 requires the Purchaser to disclose to the Seller any documentation containing Confidential Business Information, prior to disclosure the Purchaser shall be permitted entitled to accept redact any Confidential Business Information contained in such documentation, but this sub-clause 3.5 shall not extinguish the designation of, Additional Accounts, Purchaser’s obligation to disclose the remainder of such documentation in accordance with Section 2.03(a) only upon satisfaction of each sub-clause 3.4. 3.6 Each of the following conditions Parties undertakes to disclose in writing to the other (and Dogus) any matter which will or may reasonably prevent any of the Conditions from being satisfied on or prior to the related Addition Longstop Date (or any Postponed Longstop Date) immediately after it comes to its attention. 3.7 In relation to the Seller’s Condition: (iA) GMAC the Seller may waive at any time by notice in writing to the Purchaser the Seller’s Condition; (B) the Seller’s Condition shall represent that be waived immediately upon notice in writing from the Purchaser to the Seller, which notice may be sent by the Purchaser at any time as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to earlier of: (i) the fulfillment of the Purchaser on such Addition Date is an Eligible Receivable; Conditions; and (ii) GMAC shall have delivered any regulatory consent or approval being required in relation to the Purchaser a duly executed written assignment Seller’s Condition in substantially addition to the form approval of Exhibit C the BRSA, in which event, Arastirma will take on, mutatis mutandis, the Seller’s obligations under this Agreement and the list required Seller shall in such event procure that Arastirma complies with, and shall be jointly and severally liable with Arastirma in respect of any breach of, such obligations under this agreement. 3.8 Subject to sub-clause 3.9, if any of the Purchaser Conditions is not fulfilled by the Purchaser by 5.00 p.m. on the Longstop Date, then either the Purchaser or the Seller may by notifying the other party (and Dogus) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and Dogus) mutually agree in writing to an extension to a date prior to the Backstop Date, in which event further extensions of the Longstop Date may be delivered pursuant made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”). 3.9 The Purchaser or the Seller (as applicable) shall only be entitled to Section 7.02(d);postpone the Longstop Date in accordance with sub-clause 3.8 if: (iiiA) GMAC shall have agreed to deliver to the Purchaser, for deposit it has complied in the Collection Account, to the extent required by the Trust Sale and Servicing all material respects with its obligations under this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viiiB) GMAC it is reasonable to expect that all of the Conditions will be fulfilled by the Backstop Date. 3.10 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clause 3.8 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.7 of the Dogus SPA) the Postponed Longstop Date with the effect that all obligations of the parties under this Agreement shall end (except for the provisions of Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have delivered accrued before termination shall continue to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.exist.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections If with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Underwritten Forward Shares, (ivi) as any of the Addition Date, neither GMAC nor representations and warranties of the Purchaser is insolvent nor shall Transaction Entities contained in Section 1(a) hereof or any of them have been made insolvent certificate delivered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Forward Closing Time as if made as of the Forward Closing Time; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Forward Closing Time; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Forward Closing Time; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Forward Closing Time or the Forward Closing Time shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to the Forward Closing Time or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreement are not true and correct as of GMAC confirming the items set forth in Forward Closing Time as if made as of the Forward Closing Time (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then the Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Underwritten Borrowed Shares otherwise deliverable on such date. In addition, in the form event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Underwritten Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for the Forward Seller to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Forward Closing Time the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC shall be permitted The obligation of Cogentrix GP and Cogentrix LP to designate, and make the Purchaser shall be permitted contributions described in Section 3.2 are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or prior Cogentrix LP, as appropriate): (a) The Project Credit Facilities and the Project Loan Documents shall have been approved by the Management Committee and the Project Loan Documents will be executed by all parties thereto. An original executed copy of each Project Loan Document will be delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as soon as available. (b) All conditions to the related Addition Dateclosing of the Construction/Term Facility shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other deliveries in connection with the Project which are required to be received by the Construction/Term Lender as a condition to the funding of the Construction/Term Facility and the Revolving Facility shall have been delivered or received. A copy of all such deliveries and other evidence of the closing shall be provided to Cogentrix GP and Cogentrix LP. (c) The contribution by VF Delaware contemplated by Section 3.1(a) shall have been made to the satisfaction of Cogentrix GP and Cogentrix LP and evidence thereof reasonably satisfactory to Cogentrix GP and Cogentrix LP shall have been provided to them by VF Delaware. (d) The following representations or warranties shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) GMAC shall represent that as Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the related Additional Cut-Off Date each such Additional Account State of Delaware, the ownership of which is an Eligible Account 99% by Agro Power and that each Receivable arising thereunder identified as an Eligible Receivable 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has full power and conveyed authority and the legal right to incur the Purchaser on such Addition Date obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Project Documents and Project Loan Documents to which it is an Eligible Receivable;a party. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C This Agreement and the list required Project Documents and Project Loan Documents to which it is a party have been duly authorized, executed and delivered by VF Delaware and VF and constitute the legal, valid and binding obligations of each of VF Delaware and VF enforceable against it in accordance with their terms, except as enforceability may be delivered pursuant to Section 7.02(d);limited by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (iii) GMAC shall have agreed Neither the execution, delivery or performance by VF Delaware or VF of this Agreement or any of the Project Documents or Project Loan Documents to deliver which it is a party, nor compliance by it with the terms and provisions hereof or thereof, including, without limitation, the assignment of the Project Documents and Project Assets to the PurchaserPartnership, for deposit requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or by-laws or any of the Collection Accountterms, conditions or provisions of any Requirement of Law applicable to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;it or its assets or business. (iv) as It is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Addition DateInvestment Company Act of 1940, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;as amended. (v) The representations and warranties of VF Delaware or VF or any of their respective Affiliates in or pursuant to any of the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Project Documents or Project Loan Documents are true and correct as of the Addition Date;date hereof and are hereby deemed to be made to Cogentrix GP and Cogentrix LP, mutatis mutandis, as if fully set forth herein. (vie) GMAC The following representations or warranties shall have delivered be true and correct in all respects, and are hereby made to VF Delaware and VF by Cogentrix GP and Cogentrix LP as an inducement to their making capital contributions to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Partnership: (i) through Each of Cogentrix GP and Cogentrix LP (vA) above;is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) has full power and authority and the legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (viiii) This Agreement and Project Loan Documents to which it is a party have been duly authorized, executed and delivered by Cogentrix GP and Cogentrix LP and constitute the conditions set forth legal, valid and binding obligations of each of Cogentrix GP and Cogentrix LP enforceable against it in Section 2.7(baccordance with their terms, except as enforceability may be limited by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (iii) Neither the execution, delivery or performance by Cogentrix GP and Cogentrix LP of this Agreement, nor compliance by it with the terms and provisions hereof, requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or bylaws or any of the Trust Sale and Servicing Agreement shall have been satisfied; andterms, conditions or provisions of any Requirement of Law applicable to it or its assets or business. (viiiiv) GMAC shall have delivered to It is not an "investment company" or a company "controlled" by an "investment company" within the Purchaser an Opinion meaning of Counsel the Investment Company Act of GMAC substantially in the form of Exhibit D.1940, as amended.

Conditions. GMAC shall be permitted On the terms and subject to designatethe conditions contained herein, and the Purchaser shall be permitted to accept the designation of, Additional AccountsBorrower may request that one or more L/C Issuers Issue, in accordance with Section 2.03(asuch L/C Issuers’ usual and customary business practices, and for the account of the Borrower (provided, that any Letter of Credit may support the obligations of any Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and a Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder), Letters of Credit (denominated in Dollars) only from time to time on any Business Day during the period from the Closing Date through the date that is seven (7) days prior to the Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon satisfaction the occurrence of each any of the following conditions on or prior or, if after giving effect to the related Addition Datesuch Issuance: (A) (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Availability would be less than zero, or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the form of Exhibit “L/C and the list required to be delivered pursuant to Section 7.02(dSublimit”); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vB) the Schedule expiration date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule Letter of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Credit (i) through is not a Business Day, or (vii) above;is more than one year after the date of issuance thereof; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period; provided, further, if the expiration date of a Letter of Credit (whether initially or by extension) is later than the date that is seven (7) days prior to the Revolving Termination Date, then the Borrower shall be required to cash collateralize such Letter of Credit no later than the date that is thirty (30) days prior to the Revolving Termination date; or (viiC) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower on behalf of the Credit Parties, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall 2.2 have been satisfiedsatisfied or waived in connection with the Issuance of any Letter of Credit; and (viii) GMAC provided, however, that no Letters of Credit shall have delivered be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Revolver Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the Purchaser an Opinion contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Counsel of GMAC substantially in the form of Exhibit D.Credit unless

Conditions. GMAC shall be permitted The obligations of BBL to designate, and affect the Purchaser shall be permitted Transaction under this agreement (the 'Agreement') is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions : a) There will not occur any political, military, financial, economical, monetary or social events nor any change in the taxation or exchange rates or controls in Belgium nor in other countries which, in the reasonable opinion of BBL, is expected to have a material adverse effect on the Transaction; b) The average of the EASDAQ index does not fall below a level which is 10 % below the highest level reached by this average as from the signing of this Agreement, to the extent, however, that in the opinion of BBL this would be likely to prejudice the success of the Transaction or dealings in the Shares in the secondary market; c) The Company and the Selling Shareholder will not fail to use their commercially reasonable efforts to cooperate with respect to timely furnishing of information nor to observe any legal and administrative requirements with respect to the Transaction; d) The Company shall have filed a registration statement for the Offered Shares with the US Securities and Exchange Commission (the "SEC") and such registration statement shall have been declared effective by the SEC; e) The due diligence conducted by TROOP, STEUBER, PASICH, ▇▇▇▇▇▇▇ &TOBEY LLP ("TSPR&T") will not reveal any element which, in the reasonable opinion of BBL, would have a material adverse effect on the Transaction; f) Trading generally on EASDAQ shall not have been suspended for two consecutive days, nor shall maximum ranges for prices for securities have been set, or minimum or maximum prices for trading have been fixed by said exchange; g) The prospectus shall have been approved by the Commission for Banking and Finance and the EASDAQ Market Authority shall have admitted the Shares to trading on EASDAQ. h) The Company, the Selling Shareholder and the Managers shall have agreed on and entered into an underwriting agreement under the conditions set out in Article 5 of this Agreement and in form and substance customary for international public offerings. If any of the conditions hereinabove provided for shall occur or, as the case may be, shall not have been fulfilled when and as required by the respective provisions, the obligations of BBL under this Agreement may be terminated by either BBL or the Company by notifying the other party and the Selling Shareholder of such termination in writing, by letter of by fax at or prior to the related Addition Date: (i) GMAC shall represent that as last day of the related Additional Cut-Off Date each Offer Period (the 'Closing Date'). In such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to event, the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to Selling Shareholder, the Purchaser a duly executed written assignment in substantially the form of Exhibit C Company and the list required to be delivered pursuant to Section 7.02(d); Managers shall not have any further obligation under this Agreement (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, except to the extent required by the Trust Sale provided in Sections 7 and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.8 hereof).

Conditions. GMAC Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC no Default or Event of Default shall represent that as have occurred and be continuing at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the related Additional Cut-Off Date each foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Additional Account Limited Condition Acquisition is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableexecuted; (ii) GMAC the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans shall have delivered to the Purchaser a duly executed written assignment be used in substantially the form of Exhibit C accordance with Section 3.11 and the list required to be delivered pursuant to Section 7.02(d)5.08; (iii) GMAC the Borrower Agent shall have agreed deliver or cause to deliver be delivered any customary amendments to the Purchaser, for deposit in the Collection Account, to the extent required Loan Documents or other documents reasonably requested by the Trust Sale and Servicing Agreement, all Collections Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with respect to the Eligible Receivables arising in any such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datetransaction; (iv) as any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by Incremental Term Loan Commitments available at such transfer nor is either of them aware of any pending insolvency;time); and (v) subject to customary “Sungard” limitations (to the Schedule extent agreed to by the Lenders providing the Incremental Facility and to the extent the proceeds of Accounts shall have been amended any Incremental Facility are being used to reflect such Additional Accounts finance a Limited Condition Acquisition), each of the representations and the Schedule of Accounts as so amended warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Addition Date; (vi) GMAC shall have delivered date of such Credit Extension with the same effect as though made on and as of such date, except to the Purchaser a certificate extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such earlier date.

Conditions. GMAC (a) The obligation of Purchaser to purchase Seller's Shares hereunder shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accountssatisfaction or, in accordance with the case of Section 2.03(a12(a)(iii) only upon satisfaction through 12(a)(vii), waiver by Purchaser at or prior to the Closing of each of the following conditions: (i) any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have terminated or expired; (ii) no statute, rule, regulation, executive order, temporary restraining order, decree, ruling, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the sale of Seller's Shares pursuant to this Agreement; (iii) the representations and warranties of Lubrizol and Seller contained in this Agreement shall be true in all material respects both when made and at and as of the Closing as though newly made at and as of that time; (iv) Lubrizol and Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Lubrizol and Seller on or prior to the related Addition Closing Date; (v) Lubrizol or Seller shall have caused the existing members of the board of directors of the Company nominated by Lubrizol or Seller to have delivered duly executed resignations from such positions effective as of the Closing; (vi) Purchaser shall have purchased the Purchase Shares (as defined in the Mycogen Purchase Agreement); and (vii) no third party shall have acquired, or shall have an agreement to acquire, a majority of the outstanding Common Stock. (b) The obligation of Lubrizol and Seller to sell Seller's Shares shall be subject to the satisfaction or, in the case of Section 12(b)(iii), waiver by Lubrizol and Seller at or prior to the Closing of each of the following conditions: (i) GMAC no statute, rule, regulation, executive order, decree, ruling, injunction or other order shall represent that as have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed sale of Seller's Shares pursuant to the Purchaser on such Addition Date is an Eligible Receivablethis Agreement; (ii) GMAC any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);terminated or expired; and (iii) GMAC the representations and warranties of Purchaser contained in this Agreement shall have agreed to deliver to the Purchaser, for deposit be true in the Collection Account, to the extent required by the Trust Sale all material respects both when made and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) at and as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been Closing as though newly made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts at and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.that time.

Conditions. GMAC 2.1 Completion of this Agreement with the Subscribers other than ▇▇ ▇▇▇▇▇ is conditional upon each of the following: 2.1.1 the passing by the Company in General Meeting of the Special Resolution; and 2.1.2 the execution by the Company of this Instrument 2.2 Completion of this Agreement with ▇▇ ▇▇▇▇▇ is conditional upon each of the following:- 2.2.1 the agreement of the Panel on Takeovers and Mergers to the waiver of the obligation of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ to make a general offer under Rule 9 of the City Code on Takeovers and Mergers following exercise by him of the conversion rights attaching to the Loan Stock to be issued to him hereunder and/or the subscription rights under the Share Warrants to be issued to him hereunder; and 2.2.2 the passing by the Company in general meeting of the Special Resolution and the Ordinary Resolution; and 2.2.3 the execution by the Company of the Instrument 2.3 The Subscribers and the Company shall use their respective reasonable endeavours to procure the fulfilment of the conditions set out in clauses 2.1 and 2.2 by 31 July 1998 or such later date as the Subscribers may agree in writing 2.4 If any of the conditions in clause 2.1 have not been fulfilled on or before the date referred to in clause 2.3 this Agreement and everything contained in it shall cease and determine provided that until such date each of the parties hereto shall comply with the obligations on its part contained in this Agreement 2.5 If the conditions in clause 2.1 have been fulfilled on or before the date referred to in clause 2.3 but the conditions in clause 2.2 have not been fulfilled by that date then the obligations in this Agreement relating to the subscription by ▇▇ ▇▇▇▇▇ for Loan Stock and the issue by the Company of Share Warrants to ▇▇ ▇▇▇▇▇ shall cease and determine On the terms and subject to the conditions referred to in this Agreement:- 3.1 each of the Subscribers in respect of whom this Agreement has become unconditional will subscribe in cash at par for the amount of Loan Stock set out opposite such Subscriber's name in Column (2) of the Schedule hereto and the Company shall issue such Loan Stock to such Subscribers; and 3.2 the Company shall issue to each of the Subscribers who so subscribe for Loan Stock Share Warrants entitling each of such Subscribers to subscribe for the number of ordinary shares of 20p each in the capital of the Company set out opposite such Subscriber's name in Column (3) of the Schedule hereto 4 COMPLETION Forthwith upon satisfaction of the conditions set out in clauses 2.1 and 2.2 or, if the conditions set out in clause 2.1 have been satisfied but not the conditions set out in clause 2.2 then on the date referred to in clause 2.3, completion of this Agreement shall take place when all but not part only of the following shall be permitted done: 4.1 The Subscribers in respect of whom this Agreement has become unconditional shall pay to designate, and the Purchaser Company the subscription price for the Loan Stock subscribed by them 4.2 The Company shall issue the Loan Stock to such Subscribers 4.3 The Company shall issue the Share Warrants to such Subscribers 5 ANNOUNCEMENTS No announcement of the terms of this Agreement shall be permitted made by any party prior to accept the designation of, Additional Accounts, Completion Date without the written consent of the others save for any announcement required to be made by the Company in accordance with Section 2.03(a) only upon satisfaction of each the rules and regulations of the following conditions on Stock Exchange or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Amsterdam Stock Exchange

Conditions. GMAC Notwithstanding anything to the contrary contained in the Loan Documents, the following shall be permitted conditions precedent to designate, the effectiveness of this Agreement and the Purchaser other Modification Documents: a. Borrower shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction have paid Lender a loan processing fee of Thirty Thousand Hundred and 00/100 Dollars ($30,000.00); b. Lender shall have received originals of each of the following conditions Modification Documents duly executed and acknowledged by Borrower and Guarantors, as applicable; c. Delivery to Lender, at Borrower’s expense, of an endorsement, in form and content acceptable to Lender, to Lender’s loan title policy number 1401 008352439 D1 issued by Chicago Title Insurance Company in connection with the Loan (“Loan Policy”), which endorsement shall date down such policy to insure Lender’s lien priority has not been affected or impaired in any way by the Mortgage, or otherwise (and that there shall be no exception for any lien, encumbrance or other matter other than those set forth in the original title policy on the date originally issued or otherwise approved by Lender); d. Lender shall have received evidence satisfactory to Lender that, on or before the date hereof, the Mezzanine Loan has been paid in full or otherwise satisfied, all Mezzanine Loan Documents have been terminated and all liens related to the Mezzanine Loan have been released of record, including, without limitation, receipt of UCC-3 Financing Statements from Mezzanine Lender to be filed with the Secretary of State of the State of Michigan terminating the following financing statements naming Mezzanine Lender as secured party: (i) UCC-1 filed on April 7, 2008 as File No. 2▇▇▇▇▇▇▇▇▇-1 and (ii) UCC-1 filed on April 14, 2008 as File No. 2008057065-1; e. Lender shall have received evidence satisfactory to Lender that, on or before the date hereof, (i) Pledgor (or an affiliate of Pledgor) has acquired the Investor Member's interest in the Master Tenant, (ii) the Master Lease has been terminated and (iii) all Leases of the Property have been assigned by the Master Tenant to Borrower; f. Lender shall have received an MAI appraisal supporting a market value of the Property of at least $54,000,000.00 and otherwise acceptable to Lender; g. The Premises will provide a Debt Service Coverage Ratio in excess of 1:10:1, utilizing the provisions of Rider 4 of the Mortgage; h. Lender shall have received an engineering report (which includes a seismic study) acceptable to Lender; i. Lender shall have received a Phase I environmental report together with any additional studies recommended by the environmental consultant, in each case satisfactory to Lender; j. Delivery to Lender of the organizational documents, certificates of managers, and resolutions of Borrower, Bluerock and their constituent entities, to execute, enter into and perform their respective obligations under this Agreement and the other Modification Documents; k. Payment to Lender by Borrower of all out of pocket costs and expenses incurred by Lender in connection with the Modification Documents, and the matters referred to therein and herein, including, without limitation, reasonable legal fees and expenses of any outside counsel to Lender and all recording and title company charges; l. The tenants under the following Leases of the Property shall be in possession, open for business, paying rent, and free from default (together, the "Commercial Leases"): (i) Retail Lease Agreement dated July 27, 2006 by and between Master Tenant and Elephant & Castle Illinois, Inc. ("Original Tenant"), as amended by that certain Landlord/Tenant Dispute Resolution Agreement dated October ___, 2007, and that certain First Amendment to Lease Agreement dated December 10, 2012, as assigned to EC Restaurants Corp. f/k/a Original Joe’s Acquisition Corporation in connection with a bankruptcy proceeding involving the Original Tenant, and (ii) Village Green Commercial Lease Agreement dated April 27, 2007 between K & G Gourmet, L.L.C. and Master Tenant; m. Borrower shall have furnished such other documents, instruments, certificate and opinions as Lender may reasonably request, including, but not limited to, estoppel certificates, subordination agreements and assignments related to the Commercial Leases; n. No default or Event of Default that will not be cured prior to or concurrently with the related Addition Dateexecution and delivery of this Agreement shall exist under any Loan Document; and o. Borrower shall have deposited (or caused to be deposited) with Lender funds in the amount of $19,000.00 (the "Insurance Funds") to be held by Lender and disbursed as follows: (i) GMAC shall represent that as upon receipt of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required invoice issued by the Trust Sale and Servicing Agreement, all Collections Borrower's insurance carrier with respect to the Eligible Receivables arising in renewal of Borrower's current liability insurance policy that is set to expire on December 31, 2012, Lender shall disburse such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as portion of the Addition DateInsurance Funds necessary to pay such invoice, neither GMAC nor the Purchaser is insolvent nor shall and (ii) any Insurance Funds remaining upon payment of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended invoice will be promptly thereafter remitted to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Borrower.

Conditions. GMAC Lender's obligation to make the Additional Advance shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon prior satisfaction of each of the following conditions conditions, except to the extent waived by Lender in writing: (a) Company shall have paid to the Lender the facility fee due on or prior before the Amended Note Closing Date required pursuant to Section 2.3, above, and shall have reimbursed Lender for the fees and expenses for which Company is liable pursuant to the related Addition Dateterms of Section 7.4, below, to the extent documented to Company as of the Closing. (b) With respect to each parcel of the Original Collateral Real Estate, Company shall have executed and caused to be duly recorded an amendment to the existing mortgage or deed of trust in favor of Lender in form reasonably acceptable to Lender securing payment of all amounts owing under this Agreement and the Amended Note. (c) With respect to the Additional Collateral Real Estate: (i) GMAC Company shall represent have provided evidence reasonably satisfactory to Lender that as the purchase price paid by the Company and costs incurred by the Company to the date of this Agreement for the related Additional Cut-Off Date each such Additional Account is an Eligible Account Collateral Real Estate aggregated not less than Nineteen Million Seven Hundred Sixty Eight Thousand Eight Hundred Six Dollars ($19,768,806.00) and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed not in excess of Three Million Six Hundred Eighty Four Thousand Dollars ($3,684,000.00) is required to the Purchaser on such Addition Date is an Eligible Receivablebe expended in order to receive governmental approval for occupancy thereof; (ii) GMAC none of the such properties shall have delivered be subject to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required any Lien unacceptable to be delivered pursuant to Section 7.02(d)Lender; (iii) GMAC Company shall have agreed provided to deliver to the PurchaserLender surveys, for deposit in the Collection Account, to the extent environmental reports and such other matters as reasonably required by the Trust Sale Lender relating to such properties and Servicing Agreement, all Collections with respect to the Eligible Receivables arising Lender shall be satisfied therewith in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateits sole discretion; (iv) Lender shall have received the commitment for the issuance by Chicago Title Insurance Company of an ALTA lender's policy of title insurance (without standard exceptions and with such endorsement as directed by Lender) with respect to each of such properties (collectively, the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency"Additional Title Commitments"); (v) the Schedule of Accounts Company shall have been amended executed and caused to reflect be duly recorded mortgages or deeds of trust and assignments of rent in favor of Lender in forms reasonably acceptable to Lender and its counsel encumbering each of such Additional Accounts properties and shall have executed and filed Forms UCC 1 with respect to the Schedule personal property located at each of Accounts as so amended such properties in forms reasonably acceptable to Lender and its counsel and have shall be true and correct as provided evidence of each of the Addition Date;foregoing requirements to Lender; and (vi) GMAC Each of the lessees of such properties shall have delivered executed an estoppel, subordination, non-disturbance and attornment agreement in form and substance satisfactory to Lender and its counsel. (d) Holding shall have guaranteed the Amended Tranche A Loan in form and substance satisfactory to Lender and its counsel. (e) Company shall have pledged to Lender as collateral security for the performance of its obligations pursuant to this Agreement and the Amended Note all of the issued and outstanding shares of Holding in form and substance satisfactory to Lender and its counsel. (f) Lender shall have received an opinion of Roge▇▇ & ▇ard▇▇, counsel to Company and Holding, in form and substance acceptable to the Purchaser a certificate Lender and its counsel and opinions of an Authorized Officer local counsel reasonably satisfactory to Lender and its counsel with respect to the validity and enforceability of GMAC confirming each form of mortgage, deed of trust and assignment of rents referred to in subsections (b) and (c) of this Section 4.1. (g) Each of the items representations and warranties of the Company set forth in clauses (i) through (v) above; (vii) the conditions this Agreement or incorporated herein by reference or set forth in Section 2.7(b) any statement or schedule delivered pursuant to this Agreement are true and correct in all material respects as of the Trust Sale date of execution of this Agreement and Servicing as of the date of the Amended Note Closing Date as if made on such date. (h) The Company shall not be in default with respect to any of its covenants and agreements set forth in Article VI of this Agreement shall have been satisfiedor set forth elsewhere in this Agreement; and (viiii) GMAC No Default or Event of Default shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.occurred and be continuing.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: If (i) GMAC shall represent that as any of the related Additional Cut-Off Date each such Additional Account is an Eligible Account representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to warranties of the Purchaser on such Addition Date is an Eligible Receivable; (iiTransaction Entities contained in Section 1(a) GMAC shall have hereof or any certificate delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Closing Time or any Date of Delivery, as the case may be, as if made as of the Closing Time or any Date of Delivery, as the case may be; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Closing Time or any Date of Delivery, as the case may be; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or any Date of Delivery, as the case may be, or the Closing Time or any Date of Delivery, as the case may be, shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreements are not true and correct as of GMAC confirming the items set forth in Closing Time or any Date of Delivery, as the case may be, as if made as of the Closing Time or any Date of Delivery, as the case may be (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then each Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the form event a Forward Seller determines that (A) in connection with establishing its hedge position, it (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the applicable Forward Seller shall only be required to deliver for sale to the Underwriters at the Closing Time or on any Date of Delivery, as the case may be, the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC 10.1 The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Contributors, whereupon (x) the Deposit shall be permitted returned to designateSCOLP, and the Purchaser (y) neither Contributors nor SCOLP shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on have any further duties or prior to the related Addition Date: obligations under this Agreement except that (i) GMAC shall represent if any such condition was not satisfied as a result of any default or breach of this Agreement by Contributors, SCOLP may pursue such legal and equitable rights and remedies that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed may be available to it pursuant to the Purchaser on such Addition Date is an Eligible Receivable; terms of this Agreement, and (ii) GMAC SCOLP’s indemnity obligations under Section 9.1 shall survive (provided that SCOLP shall have delivered the right to waive any one or all of such conditions): (a) On the Closing Date, (i) title to each Project shall be held by the applicable New Owner in the condition required by this Agreement, (ii) the Title Company shall deliver “marked-up” Commitments agreeing to issue the title policies pursuant to the Purchaser a duly executed written assignment Commitments, and (ii) each Contributor shall own one hundred percent (100%) of the Membership Interest in substantially the form of Exhibit C New Owner identified as being owned by such Contributor on the attached Schedule 7.1(o) in the condition required under this Agreement. (b) The Contributors shall have complied with and the list required performed, in all material respects, all covenants, agreements and conditions on their part to be delivered pursuant to Section 7.02(d);performed under this Agreement within the time herein provided for such performance. (iiic) GMAC shall have agreed to deliver Subject to the Purchaserprovisions of Section 7 hereof, for deposit the representations and warranties of Contributors, set forth in the Collection AccountSection 7 hereof, to the extent required by the Trust Sale are and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;Closing Date in all material respects. (vid) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement The Loan Assumption Approvals shall have been satisfied; andobtained from the Lenders. (viiie) GMAC No action, suit, proceeding or investigation shall have delivered been instituted before any court or governmental body, or instituted by any governmental agency to restrain or prevent consummation of the transactions under this Agreement. (f) The sale of the Owned Homes and the MH Contracts by RSC to SHS pursuant to the Purchaser an Opinion Asset Purchase Agreement shall close prior to or contemporaneously with the closing of Counsel of GMAC substantially the transactions contemplated in the form of Exhibit D.this Agreement.

Conditions. GMAC (a) The obligation of Purchaser to purchase Seller's Shares hereunder shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accountssatisfaction or, in accordance with the case of Section 2.03(a12(a) only upon satisfaction (iii) through 12 (a) (vii), waiver by Purchaser at or prior to the Closing of each of the following conditions: (i) any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have terminated or expired; (ii) no statute, rule, regulation, executive order, temporary restraining order, decree, ruling, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the sale of Seller's Shares pursuant to this Agreement; (iii) the representations and warranties of Lubrizol and Seller contained in this Agreement shall be true in all material respects both when made and at and as of the Closing as though newly made at and as of that time; (iv) Lubrizol and Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Lubrizol and Seller on or prior to the related Addition Closing Date; (v) Lubrizol or Seller shall have caused the existing members of the board of directors of the Company 10 nominated by Lubrizol or Seller to have delivered duly executed resignations from such positions effective as of the Closing; (vi) Purchaser shall have purchased the Purchase Shares (as defined in the Mycogen Purchase Agreement); and (vii) no third party shall have acquired, or shall have an agreement to acquire, a majority of the outstanding Common Stock. (b) The obligation of Lubrizol and Seller to sell Seller's Shares shall be subject to the satisfaction or, in the case of Section 12 (b) (iii), waiver by Lubrizol and Seller at or prior to the Closing of each of the following conditions: (i) GMAC no statute, rule, regulation, executive order, decree, ruling, injunction or other order shall represent that as have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed sale of Seller's Shares pursuant to the Purchaser on such Addition Date is an Eligible Receivablethis Agreement; (ii) GMAC any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);terminated or expired; and (iii) GMAC the representations and warranties of Purchaser contained in this Agreement shall have agreed to deliver to the Purchaser, for deposit be true in the Collection Account, to the extent required by the Trust Sale all material respects both when made and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) at and as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been Closing as though newly made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts at and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.that time.

Conditions. GMAC The Incremental Commitments shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each become effective as of the following conditions on or prior to the related Addition applicable Increase Effective Date; provided that: (i) GMAC shall represent the Increase Joinder (and any Notes that are to be provided by the Borrower if one or more Lenders have, as of the related Additional Cut-Off Date each Increase Date, requested Notes to be issued pursuant to Section 2.10) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be issued to any Lender hereunder unless specifically requested by such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Lender in writing to the Purchaser on such Addition Date is an Eligible ReceivableLoan Parties; (ii) GMAC the Agreement Effective Date shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)occurred; (iii) GMAC no Default shall have agreed occurred and be continuing or would result from the borrowings to deliver to be made on the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Increase Effective Date; (iv) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the Addition Dateextent that any representation or warranty is qualified by materiality, neither GMAC nor “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects and provided, further, that, for the Purchaser purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.14(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of (x) if the NEE Partners Guaranty is insolvent nor shall any in effect, NEE Partners and its Subsidiaries, taken as a whole. or (y) if the NEE Partners Guaranty is not effect, OpCo, the Borrower and their Subsidiaries, taken as a whole, in each case, since the date of them the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been made insolvent by disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such transfer nor is either financial statements pursuant to the applicable provisions of them aware the Securities Exchange Act of any pending insolvency1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); (v) the Schedule Borrower shall make any breakage payments in connection with any adjustment of Accounts shall have been amended Loans pursuant to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;Section 4.07; and (vi) GMAC the Loan Parties shall have deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Agreement Effective Date to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent reasonably requested by, and in form and substance reasonably satisfactory to, the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Agent.

Conditions. GMAC The Commitment shall be permitted subject to designatethe following conditions: (a) the negotiation, execution, and delivery of definitive agreements and documents that are reasonably acceptable to Prides and the Purchaser shall be permitted Company, including the Purchase Agreement, an investor rights agreement and certificates of designations (collectively, the “Definitive Agreements”), relating to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each issuance of the following conditions on or prior to New Preferred Stock and other related matters (which will reflect the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account terms and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(bthe Term Sheet), (b) satisfaction of the Trust Sale other conditions set forth on Annex B to this Commitment Letter, (c) receipt of all required governmental consents and Servicing approvals necessary in connection with the issuance of the New Preferred Stock, (d) the closing of the Acquisition on the terms and conditions of the Acquisition Agreement shall have been satisfied; and without amendment or waiver of any provision or condition thereof unless such amendment or waiver is not materially adverse to Prides or Prides consents to such amendment or waiver and (viiie) GMAC shall have delivered the prior or contemporaneous consummation of the debt and equity financings on the terms and conditions described in (i) the Commitment Letter (the “Senior Commitment”) between General Electric Capital Corporation (the “Senior Lender”) and the Company dated the date hereof, (ii) the Commitment Letter (the “Subordinated Commitment” and together with the Senior Commitment, the “Financing Commitments”) dated the date hereof between Sankaty Advisors, LLC and Falcon (the “Subordinated Lenders” and together with the Senior Lender, the “Lenders”) and the Company, and (iii) the Commitment Letter (the “BCV Commitment”) between BCV and the Company dated the date hereof, and otherwise on terms reasonably satisfactory to Prides, provided that any modification, change or amendment to the Purchaser an Opinion terms or conditions of Counsel the Financing Commitments or the BCV Commitment that is not materially adverse to Prides shall not constitute a failure to satisfy this condition. The Company hereby represents and warrants that it has provided Prides with correct and complete copies of GMAC substantially in the form of Exhibit D.Financing Commitments with the Lenders referred to therein and the BCV Commitment.

Conditions. GMAC The Incremental Commitments shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each become effective as of the following conditions on or prior to the related Addition Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Trust Sale Increase Effective Date, except to the extent that such representations and Servicing Agreement warranties specifically refer to an earlier date, in which case they shall have been satisfiedtrue and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.18(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, in the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the Borrowers’ election, to the extent acceptable to the Lenders providing the relevant Incremental Commitments, the only representations and warranties that will be required to be true and correct will be the customary specified representations as agreed to by such Lenders and such of the representation, made by or on behalf of the applicable Target in the acquisition agreement governing such Limited Condition Acquisition as are material to the interest of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representation in the acquisition agreement. (iv) if required by the Lenders, the Borrowers shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05; (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.01 or otherwise reasonably satisfactory to the Administrative Agent; and (viiivi) GMAC (A) upon the reasonable request of any Incremental Lender (as defined below) made at least three (3) days prior to the Increase Effective Date, the Borrowers shall have delivered provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Purchaser an Opinion of Counsel of GMAC substantially Increase Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in the form of Exhibit D.relation to such Loan Party.

Conditions. GMAC The increased Revolving Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the Trust Sale date of the most recent financial statements delivered pursuant to Section 5.01(a) or (b), Borrower shall be in compliance with each of the covenants set forth in Section 6.10 and Servicing Agreement the Administrative Agent shall have received an Officers’ Certificate showing in reasonable detail that the Total Leverage Ratio, on a Pro Forma Basis, shall not be more than 0.25x “turns” less than the Total Leverage Ratio applicable for such fiscal quarter as set forth in Section 6.10(a); (iv) Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.19(d); (A) each Loan Party that is party to a Mortgage (each, an “Existing Mortgage”) shall enter into, and deliver to Collateral Agent, at the direction and in the sole discretion of Collateral Agent, a mortgage modification or new Mortgage with respect to such Existing Mortgage, in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Collateral Agent (any such Mortgage or mortgage modification, a “Modification”), (B) Borrower shall have caused the Title Company to have delivered to the Collateral Agent for the benefit of the Secured Parties an endorsement to each Title Policy, date down(s) or other evidence reasonably satisfactory to Collateral Agent insuring that (x) the priority of the Lien of each Existing Mortgage as security for the Loans has not changed and (y) confirming and/or insuring that (a) since the Closing Date, there has been satisfiedno change in the condition of title and (b) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of such Existing Mortgage, other than the Permitted Collateral Liens (without adding any additional exclusions or exceptions to coverage), and (C) Borrower shall, upon the request of Collateral Agent, deliver to the Title Company, Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Existing Mortgage as security for the Loans; and (viiivi) GMAC Borrower shall have deliver or cause to be delivered to any legal opinions or other documents reasonably requested by the Purchaser an Opinion of Counsel of GMAC substantially Administrative Agent in the form of Exhibit D.connection with any such transaction.

Conditions. GMAC (a) The satisfaction or waiver by the Underwriters of all conditions precedent to the closing of the purchase and sale of the Firm Shares under the Underwriting Agreement shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior precedent to the related Addition Dateobligation of FBR to purchase and pay for the Shares hereunder. The following shall also be conditions precedent to the obligation of FBR to purchase and pay for the Shares: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account The representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required warranties made by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising Company in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Section 4 below shall be true and correct as of the Addition Closing Date;, provided that this clause (i) shall not apply to the extent that any truth or accuracy of a representation and warranty in Section 4 below is also a condition precedent to the obligations of the Underwriters under the Underwriting Agreement and such condition precedent has been waived by the Underwriters. (viii) GMAC The Company and each other party indicated in the signature blocks thereto shall have executed and delivered a Third Amended and Restated Registration Rights Agreement, substantially in the form set forth in Annex A hereto (the "Registration Rights Agreement"), and the Shares shall constitute "Registrable Securities" as defined in the Registration Rights Agreement. (iii) FBR shall have received legal opinions of Fried, Frank, Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ("FFHSJ"), and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("SAB"), special counsel to the Purchaser a certificate of an Authorized Officer of GMAC confirming Company, in each case in form and substance reasonably satisfactory to FBR, to the items effect set forth in clauses (ii), (iii) and (iv) of Section 4(a) below (it being understood that the opinion of SAB shall be limited to certain matters arising under the Investment Company Act of 1940 and that the opinion of FFHSJ need not express an opinion with respect to such matters, in each case to an extent consistent with the respective opinions of such counsel contemplated to be provided to the Underwriters pursuant to the Underwriting Agreement). (b) The following shall be conditions precedent to the obligation of the Company to issue and sell the Shares to FBR: (i) through (vthe representations and warranties made by FBR in Section 4(b) above;below shall be true and correct as of the Closing Date. (viiii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement FBR shall have been satisfied; and (viii) GMAC shall have executed and delivered a "lock-up" agreement relating to the Purchaser an Opinion of Counsel of GMAC Shares substantially in the form set forth in Annex B hereto. (iii) FFHSJ shall have received a legal opinion of Exhibit D.counsel of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. (or such other counsel as FFHSJ may approve), in form and substance reasonably satisfactory to FFHSJ , to the effect that FBR is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, together with permission for FFHSJ to rely on such opinion for purposes of delivery of the opinion contemplated by Section 3(a)(iii) above.

Conditions. GMAC (a) Within 30 days of execution of the Agreement, Respondent shall provide to RIDEM a revised Application that fully satisfies the Comment Letter. (b) Within 30 days of RIDEM’s approval of the Application (the “Approval”), unless an alternative schedule is approved by RIDEM, Respondent shall initiate the work required as part of the Compliance Plan to construct the sewerage line for the Underdrain to CWPCF as evidenced by the submission of a letter to RIDEM certifying that the work has begun. (c) By 31 December 2021, unless an alternative schedule is approved by RIDEM, Respondent shall complete all work required as part of the Compliance Plan to construct the sewerage line for the Underdrain to CWPCF and begin discharging the Underdrain flow to CWPCF as evidenced by the submission of a letter to RIDEM certifying that all the work is complete. (d) By 30 April 2022, unless an alternative schedule is approved by RIDEM, Respondent shall complete all work required as part of the Compliance Plan to decommission the Underdrain as evidenced by the submission of a letter to RIDEM certifying that all the work is complete. (e) By 31 December 2022, unless an alternative schedule is approved by RIDEM, Respondent shall complete all work required as part of the Compliance Plan to expand Pond 2 as evidenced by the submission of a letter to RIDEM certifying that all the work is complete. (f) The Approval and any alternative schedule that may be approved by RIDEM shall be permitted deemed to designate, be a part of the Agreement and the Purchaser non-compliance therewith shall be permitted non-compliance with the Agreement. (g) Penalty – Respondent shall perform 1 Supplemental Environmental Project (“SEP”) to accept satisfy the designation of, Additional Accounts, administrative penalty assessed in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition DateNOV as follows: (i) GMAC By 30 November 2021, Respondent shall represent that complete the stormwater improvements to ▇▇▇▇ ▇▇▇▇ as described in Attachment E (attached hereto and incorporated herein) for the SEP. Respondent shall be given a SEP credit of $100,000 (the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable“SEP Credit”); (ii) GMAC By 31 December 2021, Respondent shall have delivered provide to RIDEM a letter stating the following: 1. No Federal or State grants or low interest loans were used to complete the SEP up to the Purchaser a duly executed written assignment SEP Credit; 2. The actual cost to complete the SEP (the “SEP Cost”) was at least $100,000 and; 3. The SEP was completed in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)accordance with this Agreement; (iii) GMAC If Respondent fails to timely complete the SEP, RIDEM shall have agreed notify Respondent that it intends to deliver rescind the SEP Credit. Within 14 days of Respondent’s receipt of written notification by RIDEM that RIDEM intends to rescind the PurchaserSEP Credit, Respondent shall either complete the SEP or demonstrate that good cause exists for deposit the delay in completing the SEP. If Respondent fails to complete the SEP or does not demonstrate good cause for the delay within said 14 days, Respondent shall, within 10 days of Respondent’s receipt of a written notification from RIDEM, submit to RIDEM a check in the Collection Account, amount of the SEP Credit after which Respondent shall be under no further obligation to complete the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateSEP; (iv) as If the SEP Cost is less than the SEP Credit, Respondent shall, within 30 days of Respondent’s submission of the Addition Dateletter to RIDEM in subsection C(4)(g)(ii) of this Agreement, neither GMAC nor submit to RIDEM a check in the Purchaser is insolvent nor shall any amount of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencythe difference between the SEP Cost and the SEP Credit; (v) Penalties that Respondent agrees to pay in this Agreement are penalties payable to and for the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as benefit of the Addition DateState of Rhode Island and are not compensation for actual pecuniary loss; (vi) GMAC If Respondent fails to comply with subsections C(4)(g)(i) or C(4)(g)(ii) of this Agreement and fails to remit to RIDEM a payment pursuant to subsections C(4)(g)(iii) or C(4)(g)(iv) of this Agreement on or before its due date, that payment will be considered late and Respondent will be in default. If the payment is not received within 30 days of its due date, interest shall have delivered begin to accrue on the Purchaser a certificate entire unpaid balance at the rate of an Authorized Officer 12 percent per annum. Interest will accrue at this rate beginning with the day after the due date specified in this Agreement until such date all past due installment payments and interest owed are remitted. Interest shall be calculated using the following generally established accounting principle: Interest due = (number of GMAC confirming the items set forth in clauses days late/365) x (i0.12) through x (v) above;amount of unpaid balance); and (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement All penalty payments shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially be in the form of Exhibit D.a check payable to the R.

Conditions. GMAC a) Work on the Project (the “Work”), as set forth in the Proposal, the Scope of Work, and this Agreement, shall be permitted to designate, and the Purchaser completed by . b) Any remaining Funds shall be permitted returned to accept the designation of, Additional Accounts, Community Preservation General Fund if the Project has not been completed as provided for in accordance with Section 2.03(a) only upon satisfaction of each 3(a). The Town may grant extensions of the following conditions on or completion deadline for good cause. c) Grantee agrees that: (i) [describe the Work/Project]; (ii) prior to the related Addition Date: (i) GMAC receipt of any Funds, Grantee shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account grant and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in Town a recordable [conservation/affordable housing/historic preservation] restriction on the Collection Account, Property on terms acceptable to the extent required by Town [and meeting the Trust Sale and Servicing Agreementrequirements of ▇.▇. ▇. 184, all Collections with respect to Sections 31-33,] surviving the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware foreclosure of any pending insolvency; (v) lien or other encumbrance on the Schedule of Accounts shall have been amended to reflect such Additional Accounts Property, and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of the Restriction attached hereto as Exhibit D.D and incorporated herein (the “Restriction”); (iii) the Restriction shall be conveyed to the Town free of liens, easements and restrictions that would interfere with the Town’s exercise of its rights under the Restriction, and all mortgages on the Property, if any, shall have been subordinated to the Restriction, as evidenced by the mortgagee(s) execution of the Restriction and/or separate subordination agreement, at the Town’s option; and (iv) Grantee shall promptly record/file the Restriction with the Middlesex North District Registry of Deeds / Registry District of the Land Court at its sole cost and expense. d) Grantee shall seek the approval of, and work closely with, the in the implementation of the Project. All Work must be approved by the e) [For historic preservation projects: Grantee shall perform the Work in accordance with “The Secretary of the Interior’s Standards for the Treatment of Historic Properties” (36 CFR 67 and 68), as these may be amended from time to time (the “Secretary’s Standards”).]

Conditions. GMAC The obligation of Chase, as Lender, Swingline Lender, Issuing Bank and the Administrative Agent, to execute and to perform this Amendment shall be permitted subject to designatefull satisfaction of the following conditions precedent on or before the Execution Date: (a) This Amendment shall have been executed by the Borrower and each Loan Party, and delivered to Chase, and executed by Chase, as Lender, Swingline Lender, Issuing Bank and Administrative Agent; (b) The Second Amendment to Pledge and Security Agreement, dated as of the Purchaser date hereof, executed by the Borrower in favor of Chase, shall be permitted have been executed by the Borrower delivered to accept Chase; (c) The First Amendment to Pledge and Security Agreement, dated as of the designation ofdate hereof, Additional Accountsexecuted by M▇▇▇▇▇ Yale in favor of Chase, shall have been executed by M▇▇▇▇▇ Yale and delivered to Chase; (d) The First Amendment to Pledge and Security Agreement, dated as of the date hereof, executed by SOP Services, Inc. in accordance favor of Chase, shall have been executed by SOP Services, Inc. and delivered to Chase; (e) The Trademark Security Agreement, dated as of the date hereof, executed by M▇▇▇▇▇ Yale in favor of Chase, shall have been executed by M▇▇▇▇▇ Yale and delivered to Chase; (f) The Patent Security Agreement, dated as of the date hereof, executed by M▇▇▇▇▇ Yale in favor of Chase, shall have been executed by M▇▇▇▇▇ Yale and delivered to Chase; (g) Chase shall have received a Certificate of Existence for the Borrower and each Guarantor issued by the Secretary of State of its jurisdiction of organization not more than thirty (30) days prior to the Execution Date; (h) Chase shall have received copies, certified as of the Execution Date, of such corporate documents or resolutions of the Borrower and each Guarantor as Chase may request evidencing necessary corporate action by the Borrower and each Guarantor with Section 2.03(arespect to this Amendment and all other agreements or documents delivered pursuant hereto as Chase may request; (i) only upon satisfaction Chase shall have obtained a UCC search certificate for the Borrower and each Guarantor issued by the Secretary of State of the jurisdiction where such Person is located (as such term is used in Article 9 of the UCC) not more than thirty (30) days prior to the Execution Date which certificates shall show the Administrative Agent having a first priority security interest in substantially all of the assets of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Borrower and the list required Guarantors subject only to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required Liens permitted by the Trust Sale and Servicing Credit Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viiij) GMAC Chase shall have delivered received a fully executed copy of the Asset Purchase Agreement by and between M▇▇▇▇▇ Yale Industries, Inc., M▇▇▇▇▇ Yale Industries, LLC and joined in by the Borrower, as the Shareholder (as defined therein), dated as of the date hereof, including all exhibits and schedules thereto, in form and substance acceptable to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Lender.

Conditions. GMAC shall be permitted In addition to designatePurchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period (by providing written notice to Seller of Purchaser’s election to terminate prior to the expiration of Review Period), and the obligation of Purchaser shall be permitted under this Contract to accept purchase the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the related Addition Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: (i) GMAC 1. Title to the Real Property shall represent that be good and marketable as required herein, free and clear of all liens and encumbrances and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property subject only to the Permitted Exceptions in the amount of the related Additional Cut-Off Date each Purchase Price and with such Additional Account is an Eligible Account endorsements as Purchaser shall require. 2. Seller shall have performed, observed and that each Receivable arising thereunder identified as an Eligible Receivable complied with all covenants, agreements and conveyed conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Purchaser on such Addition Date is an Eligible Receivable;Closing Date. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form 3. All of Exhibit C Seller’s representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties contained herein shall be true and correct in all material respects as of the Addition Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect, which certificate will be conditioned upon the best of Seller’s knowledge formed after a reasonable inquiry. 4. The physical condition of the Property shall not have materially changed since the Effective Date;. (vi) GMAC 5. All tenants of the Leases shall be occupying the Property and operating its business at the Property and all such tenants shall be in substantial compliance of their obligations under the Leases. 6. Prior to the expiration of Review Period, Purchaser shall have made application to a lender of Purchaser’s choice for a loan upon terms and in an amount which shall be to the complete subjective satisfaction of Purchaser, such loan application shall have been accepted by the lender of Purchaser’s choice, and such lender shall have given final approval of such loan, all loan conditions shall be met and such loan shall be fully funded at Closing; provided, however, that the amount of such loan shall not exceed the principal amount determined by Purchaser’s lender at a loan-to-value- ratio of 60%, Purchaser shall diligently pursue such loan application with such lender and Purchaser shall comply with reasonable requests for information from such lender. 7. Seller shall deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (the “Estoppel Certificates”) from Goody’s, Fred’s, Goodwill and Dollar Tree, hereinafter referred to as the “Key Tenants”, and from other tenants representing at least seventy percent (70%) of leased area of the Property, exclusive of the area of the Property leased to the Key Tenants, under the Leases in the form attached hereto as Exhibit “D” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the Estoppel Certificates to Purchaser prior to Closing in the required form, without modification, and each such Estoppel Certificate shall state no claim of offset by the tenant, no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a default by Seller under any Lease within the aforesaid time period. Each Guarantor of a Lease shall execute the attached Guarantee Estoppel attached hereto as Exhibit “E” without any amendments thereto. In the event that the duly executed original of any Estoppel Certificate cannot reasonably be produced prior to Closing, then Seller may produce a copy or other electronic duplicate of such original prior to Closing in lieu of producing such duly executed original, on the condition that Seller gives reasonable assurances that the duly executed original of such duplicate will be promptly delivered to Purchaser after Closing. 8. Seller shall deliver to Purchaser, prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from each Key Tenant and any tenant that has recorded a memorandum of lease in the form attached hereto as Exhibit “F” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. In the event that the duly executed original of any SNDA Agreements cannot reasonably be produced prior to Closing, then Seller may produce a copy or other electronic duplicate of such original prior to Closing in lieu of producing such duly executed original, on the condition that Seller gives reasonable assurances that the duly executed original of such duplicate will be promptly delivered to Purchaser after Closing. 9. Seller shall deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (“REA Estoppel”) from all parties subject to any Reciprocal Easement Agreement or Easement with Covenants and Restrictions or similar agreement (the “Restrictive Agreement”), if any, in the form attached hereto as Exhibit “G”, by which the parties to the Restrictive Agreement shall certify that the Restrictive Agreement is in full force and effect, has not been modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller is not in default under the applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. In the event that the duly executed original of any REA Estoppel cannot reasonably be produced prior to Closing, then Seller may produce a certificate copy or other electronic duplicate of an Authorized Officer such original prior to Closing in lieu of GMAC confirming producing such duly executed original, on the items set forth condition that Seller gives reasonable assurances that the duly executed original of such duplicate will be promptly delivered to Purchaser after Closing. In the event any of the foregoing conditions to the Closing are not satisfied or waived in clauses writing by Purchaser as of the Closing Date, then Purchaser may either (i) through extend the date for Closing for a maximum of thirty (v30) above; days until such conditions are satisfied, or (viiii) terminate this Contract and have the Deposit refunded together with accrued interest or (iii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 2.7(b13 herein. If Purchaser has extended the date for Closing for a maximum of thirty (30) days and the condition(s) are still not satisfied as of the Trust Sale extended date for Closing, then Purchaser may (i) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed or (ii) terminate this Contract and Servicing Agreement have the Deposit refunded together with accrued interest; provided, however, that if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially all rights and remedies as set forth in the form of Exhibit D.Section 13 herein.

Conditions. GMAC (a) Prior to carrying out the work described in Section 2(c), Grantee will enter the Property to conduct a utility locate. Upon confirmation of all underground utility locations, Grantee shall submit to the Grantor for its review and approval, which approval shall not be unreasonably withheld, locations of the proposed borings. Grantor shall have ten (10) business days following receipt thereof to approve the boring locations (or any modification thereof). If Grantor submits proposed revisions to the boring locations within the 10-day period, then Grantee shall revise the proposed boring locations consistent with the proposed revisions and shall resubmit the same to Grantor for further review until ▇▇▇▇▇▇▇’s submittals have been approved by Grantor. (b) Grantee shall work with Grantor to identify a time or times for conducting the Due Diligence which is acceptable to the Parties. Grantor may, at its option, have representatives of Grantor present during Grantee’s Due Diligence on the Property, provided, that the presence of Grantor’s representatives shall be permitted to designatefor observation purposes only, and the Purchaser such representatives shall not interfere with or direct, control, or otherwise be responsible for ▇▇▇▇▇▇▇’s Due Diligence, and provided further, that Grantor shall be permitted required to accept comply with all safety measures established by ▇▇▇▇▇▇▇’s environmental consultant. (c) The Due Diligence may include, but not be limited to, taking soil and groundwater borings through use of direct push probe technology, as well as on-site storage of 16-gallon steel drums of investigation-derived waste (soil cuttings and decontamination water) on the designation ofProperty (the “On-Site Storage”). Grantee shall have the right to stow the On-Site Storage within the building on the Property for up to six (6) weeks from the date soil and groundwater samples are taken. Grantee shall be solely responsible for ensuring that the steel drums are properly sealed and secured against leaks and tampering, Additional Accountsand for cleaning up any spills or releases of such materials caused by the failure of a Grantee Party to properly seal and secure the drums. No later than six (6) weeks from the date of sampling, Grantee shall remove the On-Site Storage, including any related materials and equipment, and restore the area of the On-Site Storage to its pre-existing condition, at Grantee’s sole cost and expense. Grantee shall coordinate with Grantor to identify an acceptable schedule for removal of the On-Site Storage. Grantee shall also ensure all temporary borings are decommissioned in accordance with Section 2.03(aWashington State Department of Ecology guidelines. (d) only Grantee shall take all necessary and appropriate measures to protect the safety of persons and property on the Property while completing the Due Diligence. (e) Grantee shall (i) not commit or suffer any waste upon satisfaction of each the Property; (ii) not do or permit anything to be done in, on or about the Property that is illegal or unlawful; and (iii) comply with all laws, including environmental, health and safety requirements imposed by the permitting jurisdictions or other governmental authorities or environmental laws. Grantee shall not damage the Property during the exercise of the following conditions rights granted herein. Should the Property or any improvements located thereon or any vehicles parked on the Property be damaged or destroyed by the exercise of the rights granted hereunder by ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇’s contractors, subcontractors, suppliers, employees, agents, licensees or invitees, Grantee at its sole cost and expense shall repair the same and restore the Property to good condition and repair. Except as otherwise provided in this Agreement, upon completion of the Due Diligence and prior to the expiration of the Term (as that term is defined in Section 4), Grantee shall, at its sole cost and expense, remove all related Addition Date:debris, materials, equipment and vehicles from the Property. (i) GMAC Grantee agrees to indemnify, defend, save and hold harmless Grantor and its agents, employees, tenants, licensees, lenders, contractors, and consultants, from and against any and all claims, actions, liabilities, damages, costs and expenses for injuries, sickness or death of persons, or any damage to the Property, including reasonable attorneys’ fees and costs, caused by the acts, errors, or omissions of Grantee, its agents, employees, contractors and/or consultants in their respective use of the Property or activities conducted on the Property pursuant to this Agreement, except that this obligation does not include such claims, actions, damages, costs and/or expenses to the extent the same may be caused by the negligent acts or omissions of the Grantor, its agents, employees, tenants, licensees, lenders, contractors, and/or consultants; provided further that Grantee shall represent not be liable for any claim, damage, loss, or injury to the Property arising from the condition of the Property prior to the date that Grantee enters onto the Property pursuant to this Agreement, including, without limitation, any damage, loss, injury, and/or response/remediation/cleanup costs that arise from the presence of hazardous waste and/or hazardous substances (as defined by any federal, state or local law or regulation) which existed on the Property as of the related Additional Cut-Off Date each date Grantee enters onto the Property, unless the activity of Grantee, its employees, contractors, agents, licensees, or invitees contributed to such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed claim, damage, loss or injury, in which case any liability of Grantee shall be limited to the Purchaser on amount of such Addition Date is an Eligible Receivable;contribution. This indemnity shall survive the expiration or termination of this Agreement. (ii) GMAC shall have delivered The foregoing indemnity is specifically and expressly intended to constitute a waiver of indemnifying party’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects the Purchaser a duly executed written assignment in substantially the form of Exhibit C indemnified Party only, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, only to the extent required necessary to provide the indemnified Party with a full and complete indemnity of claims made by the Trust Sale indemnitor’s employees. The Parties acknowledge that these Section 2(f) provisions were specifically negotiated and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;agreed by them. (ivg) as Grantor acknowledges that Grantee, a Charter County Government under the Constitution of the Addition DateState of Washington, neither GMAC nor maintains a fully funded self-insurance program as defined in King County Code 2.21 for the Purchaser is insolvent nor protection and handling of the Grantee’s liabilities, including injuries to persons and damage to property. Grantee shall, at its own expense, maintain, through its self-funded program, coverage sufficient for all its liability exposures for this Agreement. Grantee shall any of them have been made insolvent by such transfer nor is either of them aware provide Grantor with at least thirty (30) days prior written notice of any pending insolvency; (v) the Schedule of Accounts material change in Grantee’s self-funded program and shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser provide Grantor with a certificate of self-insurance as proof of coverage. Grantor further acknowledges that Grantee does not maintain a commercial General Liability Insurance policy and is a self-insured government entity; therefore, Grantee does not have the ability to add Grantor as an Authorized Officer of GMAC confirming the items set forth additional insured to such policy. Should Grantee cease self-insuring its liability exposure and purchase a Commercial General Liability Insurance Policy, Grantee shall add Grantor as an additional insured to such policy. Grantee shall at all times maintain its self-funded program or a Commercial General Liability Insurance Policy, each in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered an amount sufficient to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.cover its liability exposure under this Agreement.

Conditions. GMAC The Incremental Commitments shall be permitted to designate, become effective as of the date determined by the applicable Borrower and the Purchaser shall Administrative Agent to be permitted to accept the designation ofeffective date (each such date, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition an “Increase Effective Date”); provided that: (i) GMAC no Default or Event of Default shall represent have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; provided that as in the case of a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed borrowings to be made on the Purchaser on such Addition Date is an Eligible ReceivableIncrease Effective Date; (ii) GMAC the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have delivered been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the Purchaser most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided that in the case of a duly executed written assignment in substantially Limited Condition Transaction, the form of Exhibit C and the list relevant Lenders may agree that only customary “specified representations” shall be required to be delivered pursuant to Section 7.02(d);true and correct in all material respects on and as of the Increase Effective Date. (iii) GMAC shall have agreed to deliver to the Purchaseron a pro forma basis (assuming, for deposit in the Collection Accountcase of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which financial statements have been or are required to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect be furnished pursuant to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;subsection (a) or (b) of Section 6.01; and (iv) as the applicable Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the Addition Date, neither GMAC nor type delivered on the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered Original Closing Date to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent reasonably requested by, and in form and substance reasonably satisfactory to, the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Administrative Agent.

Conditions. GMAC This Agreement shall be permitted to designate, and become effective as of the Purchaser shall be permitted to accept first date (the designation of, Additional Accounts, in accordance with Section 2.03(a“Fourth Amendment Effective Date”) only upon satisfaction of when each of the following conditions shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received (x) from the Majority Lenders for the Term B Facility (determined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a Consent signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a Consent and (y) from the Borrower and the Administrative Agent, an executed counterpart to this Agreement; (b) the representations and warranties set forth in Section 5 above shall be true and correct; (c) any fees and reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) owing by the Borrower to the Administrative Agent and the Fourth Amendment Arranger pursuant to this Agreement or any letter agreement entered into in connection with this Agreement and invoiced at least three (3) Business Days prior to the related Addition Date:date hereof shall have been paid in full; and (i) GMAC shall represent that as all Obligations of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections Borrower with respect to the Eligible Receivables arising Term B Loans owing to any Non-Consenting Lender being replaced pursuant to Section 3 shall be paid in full to such Additional Accounts since Non-Consenting Lender concurrently with the Additional Cut-Off Date within two Business Days after assignment described in Section 3, (ii) all Obligations of the Borrower with respect to the Term B Loans owing to any Assigning Consenting Lender shall be paid in full to such Addition Date; Assigning Consenting Lender concurrently with the assignment described in Section 4(b)(i), (iii) all Obligations of the Borrower with respect to the Cashless Consenting Lender Assigned Amount owing to any Cashless Consenting Lender pursuant to a Cashless Consenting Lender Assignment contemplated by Section 4(c) shall be paid in full to such Cashless Consenting Lender concurrently with the assignment described in Section 4(c) and (iv) as the Replacement Lender shall pay to each such Non-Consenting Lender, each such Assigning Consenting Lender and each such Cashless Consenting Lender an amount equal to (x) in the case of any Non-Consenting Lender and any Assigning Consenting Lender, the principal amount of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent Term B Loans held by such transfer nor is either of them aware Non-Consenting Lender or such Assigning Consenting Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and (y) in the case of any pending insolvency; (v) Cashless Consenting Lender, the Schedule Cashless Consenting Lender Assigned Amount of Accounts shall have been amended to reflect such Additional Accounts Cashless Consenting Lender, in each case, plus accrued and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.unpaid interest thereon.

Conditions. GMAC The increased or new Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableconditions set forth in Section 4.02 (other than Section 4.02(a)) shall be satisfied; (ii) GMAC shall have delivered after giving pro forma effect to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 7.02(d5.01(a) or (b), Borrower shall be in compliance with each of the covenants set forth in Section 6.09 and the First-Lien Leverage Ratio shall not be greater than 2.25:1.00; (iii) GMAC Borrower shall have agreed make any payments required pursuant to deliver Section 2.13 in connection with any adjustment of Revolving Loans pursuant to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;Section 2.20(d); and (iv) as Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; provided, further, that to the extent the proceeds of such borrowings are used to finance all or a portion of the Addition Datepurchase price of a Permitted Acquisition, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items conditions set forth in clauses (i) through (vregarding Section 4.02(b) above; only) and (viiii) above shall only apply at the earlier of (A) the conditions set forth time the definitive agreements with respect to such Permitted Acquisition are executed and delivered (and on the date of effectiveness of any amendments thereto that effect an increase of more than 5% in Section 2.7(b) the cash portion, if any, of the Trust Sale purchase price thereunder) and Servicing Agreement shall have been satisfied; and (viiiB) GMAC shall have delivered to the Purchaser an Opinion consummation of Counsel of GMAC substantially in the form of Exhibit D.such Permitted Acquisition.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each The closing of the transactions contemplated hereby is conditional upon the following conditions on or prior to the related Addition Closing Date: : (i) GMAC shall represent that as satisfactory completion of due diligence by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Purchasers, (ii) GMAC all lawsuits disclosed in the Company's filings with the Securities and Exchange Commission (the "SEC") shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); dismissed with prejudice, (iii) GMAC terms of the Sponsor Agreement, including but not limited to the refinancing of the debt; withdrawal of the buy/sell provision and change in purchase price for the option shall have agreed to deliver renegotiated on terms acceptable to the PurchaserPurchasers, for deposit in (iv) the Collection AccountSeller shall have entered into a lock-up agreement, agreeing not to sell, transfer or otherwise dispose of any the Company's securities owned by, or issuable to it (other than the Shares to be sold to the extent required Purchasers or acquired by exercise of warrants) for a period of nine months following the Trust Sale Closing Date, whether or not otherwise registered for resale, (v) at the closing, and Servicing Agreementin compliance with clause (vi) below, all Collections the current officers and directors of the Company other than ______________ (the "Continuing Director") shall resign and the Continuing Director shall elect to the Company's board of directors two individuals designated by [▇▇▇▇▇▇▇▇], two individuals designated by Sponsor and a new Chief Executive Officer designated by [▇▇▇▇▇▇▇▇], whereupon the Continuing Director shall resign, (vi) the Seller shall cause the Company to file an information statement on Schedule 14(f) with the SEC with respect to the Eligible Receivables arising in such Additional Accounts new board members and at least ten days shall have elapsed since the Additional Cut-Off Date within two Business Days after date such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts information statement shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered mailed to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; Company's stockholders, (vii) the conditions set forth in Section 2.7(b) Seller shall grant the Purchasers a right of first refusal with respect to any future [private] sales of Common Stock by the Trust Sale and Servicing Agreement shall have been satisfied; and Seller, (viii) GMAC Crestview, Midsummer, Islandia, Sponsor, Tie Investors, Avalanche, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and all other current board members and their respective affiliates shall have delivered exchanged mutual releases to the Purchaser an Opinion fullest extent permitted by law, and each shall have further covenanted not to sue one another or to disparage one another in connection with any of Counsel their past or present relationships with the Company, nor to disparage the Company, and (ix) such other customary closing conditions and deliveries as are usual for transactions of GMAC substantially in the form of Exhibit D.this type.

Conditions. GMAC shall be permitted The obligation of Seller to designate, and consummate the Purchaser shall be permitted Acquisition on the Closing Date is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on (any or prior all of which may be waived by Seller, at the sole option of Seller, in whole or in part to the related Addition Date:extent permitted by applicable law): (i) GMAC each of the representations and warranties of Buyer and HOLL contained herein shall represent that be true and correct in all material respects on and as of the related Additional Cut-Off Closing Date each such Additional Account is an Eligible Account with the same force and that each Receivable arising thereunder identified effect as an Eligible Receivable though the same had been made on and conveyed to as of the Purchaser on such Addition Date is an Eligible ReceivableClosing Date; (ii) GMAC Buyer shall have delivered to performed and complied, in all material respects, with the Purchaser a duly executed written assignment in substantially the form covenants and provisions of Exhibit C and the list this Agreement required to be delivered pursuant to Section 7.02(d)performed or complied with by it between the date hereof and the Closing Date; (iii) GMAC Seller shall have agreed to deliver received a certificate to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items effect set forth in clauses (i) through and (ii) above, dated the Closing Date and signed by a duly authorized officer of Buyer and HOLL; (iv) Seller shall have received certific▇▇▇▇ of the Secretary of Buyer and HOLL, dated the Closing Date, setting forth resolutions of ▇he Board of Directors of Buyer and HOLL authorizing the execution and delivery of this Agre▇▇▇▇t and each document and instrument required to be executed and delivered by Buyer and HOLL hereunder and the consummation of the transactions ▇▇▇▇emplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement Buyer shall have been satisfiedexecuted and delivered to Seller (A) all documents to be delivered at the Closing in accordance with the terms of this Agreement and (B) such other documents and instruments as Seller may reasonably request and which Buyer can obtain with reasonable commercial efforts in order to consummate the transactions contemplated by this Agreement; and (viiivi) GMAC The Agreement and the Seller Documents shall have delivered to been approved by the Purchaser an Opinion required percentage of Counsel of GMAC substantially in shares held by the form of Exhibit D.Shareholders.

Conditions. GMAC 6.1 The obligation of Purchaser to complete the purchase of Purchased Assets in accordance with this Agreement shall be permitted subject to designate, and the following condition being satisfied on or before 2 p.m. (Toronto time) on the Outside Date (the “Purchaser’s Conditions”): (a) the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each have received all of the following conditions on or prior to deliverables set out in Section 7.2, duly executed by the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableVendor, where applicable; (iib) GMAC the Purchaser shall have delivered to received written consent from Medz in connection with the Purchaser a duly executed written assignment of the Medz Agreement, or entered into an arrangement with Medz that is otherwise satisfactory in substantially the form sole discretion of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Purchaser; (iiic) GMAC the Purchaser shall have agreed received any and all regulatory approvals reasonably required to deliver operate the Business from and after Closing, in form and substance satisfactory to the Purchaser, for deposit in including, without limitation, approvals relating to product SKUs with the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateOCS; (ivd) the Vendor shall have changed its name, and shall have executed and delivered such consents and approvals as of the Addition Date, neither GMAC nor may be reasonably required for the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyto facilitate changing the Purchaser’s name to “The Hash Corporation”, or a derivative thereof; (ve) the Schedule Bill of Accounts Sale and General Conveyance and the Assignment and Assumption Agreement shall have been amended executed; (f) all of the terms, covenants and conditions of this Agreement to reflect such Additional Accounts be complied with or performed by Vendor shall have been complied with or performed in all material respects; and (g) the representations and the Schedule warranties of Accounts as so amended Vendor set out in Article 4 shall be true and correct in all respects as of the Addition Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). Purchaser’s Conditions have all been inserted for the sole and exclusive benefit and advantage of Purchaser and Purchaser may waive any or all of Purchaser’s Conditions by notice in writing given to Vendor on or before the Closing Date. In the event that Purchaser’s Conditions are not satisfied or waived as aforesaid by 2 p.m. (Toronto time) on the Outside Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of Purchaser’s Conditions shall not constitute a waiver or release of Vendor of any responsibility or liability owed by the Vendor to Purchaser, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. 6.2 The obligations of Vendor to complete the sale of Purchased Assets in accordance with this Agreement shall be subject to all of the following conditions being satisfied on or before 2 p.m. (Toronto time) on the Outside Date (collectively, the “Vendor’s Conditions”): (a) the Vendor shall have received all of the deliverables set out in Section 7.3, duly executed by the Purchaser, where applicable; (vib) GMAC the transactions contemplated herein shall have delivered to be approved by the Purchaser a certificate Vendor Shareholders in accordance with the applicable provisions of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveAct; (viic) Vendor Shareholders shall not have exercised their Dissent Rights in connection with the transactions contemplated herein with respect to more than 5% of the outstanding Vendor Shares; and (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Purchaser shall have been complied with or performed in all material respects; and (e) the representations and warranties of Purchaser set out in Article 5 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). Vendor’s Conditions have all been inserted for the sole and exclusive benefit and advantage of Vendor and Vendor may waive any or all of Vendor’s Conditions by notice in writing given to Purchaser on or before Closing Date. In the event that Vendor’s Conditions are not satisfied or waived by 2 p.m. (Toronto time) on the Outside Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of Vendor’s Conditions shall not constitute a waiver or release of Purchaser of any responsibility or liability owed by Purchaser to Vendor, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. 6.3 Vendor and Purchaser agree that this Agreement is a binding agreement notwithstanding the conditions set forth in Section 2.7(bthis Article 6. 6.4 Each party shall (i) make, or cause to be made, all such filings and submissions under all laws applicable to it, as may be required for it to consummate the purchase and sale of Purchased Assets in accordance with the Trust Sale terms of this Agreement; (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents and Servicing Agreement shall have been satisfiedauthorizations necessary or advisable to be obtained by it in order to consummate such transactions, including using good faith efforts to satisfy the conditions precedent in each such party’s favour on or before Closing Date; and and (viiiiii) GMAC shall have delivered take, or use its commercially reasonable efforts to cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement. Each party will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing, including providing each other with all notices and information supplied to or filed with any Governmental Entity, and all notices and correspondence received from any Governmental Entity.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(aThis Agreement Is A Full Recourse Commercial Commitment Governed By The Laws Of The Jurisdictions In Which Both/All The Parties Reside And Standards Under Icc Regulations. The Force Majeure Exception Clause Of The International Chamber Of Commerce ( I.C.C. Publication #421 ) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional CutAnd Non-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Circunvention And Non-Elusion & Working Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Is Hereby Incorporated In And Made An Integral Part Of This Document. All The Parties Hereby Affirm And Attest That Each Has The Authority To Accept And Execute This Full Legal Contract And To Be Bound By Its Terms And Condition. This Transaction Constitutes An ( Bg ) Credit Facility Of A Bank Instrument, Conducted Between Two (iv2) as of the Addition DatePrincipal Entities To Be Defined By Contract And As Such, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Is Not Intended To Be Nor Shall Be Interpreted As A Securities Transaction As Defined By The U.S. Securities Act Of 1933/1934 Or As Amended By Law Or Any Other Nation. By Signing This Loi, All The Parties, Bg Issuer Bank, Buyer Bank, Buyer And Seller Agree Under The Laws And Trading Guidelines Set Forth By The Icc That They Are Ready Willing And Able To Complete This Transaction Under The Terms And Conditions Stated Within This Letter Of Intent. I, MR ▇▇▇▇▇▇▇▇, CEO, With Passport XXXXXXXXXXXXX ,Do Hereby Confirm That I Have Requested Of You And Your Associates, Specific Confidential Information And Documentation Regarding A Currently Available Private Placement Program To Serve For Our Interest, Purposes And Understanding Only, And Not For Further Distribution. We Are Hereby Agreeing To Keep All Information Received By You As STRICLY CONFIDENTIAL AND PROPRIETARY. I Hereby Declare That I Am Fully Aware That The Information Presented By You Is Not In Any Way Considered Or Intended To Be Solicitation Of Funds Of Any Sort, Or Any Type Of Offering, But Is Intended For General Knowledge And Educational Purposes Only. I Affirm That I Have Requested Information From You And Your Associates Of My Own Choice And Free Will, And Further That You Have Not Solicited Me In Any Way. I Understand That The Completed Transaction Is Strictly One Of Private Placement, And That It Is In No Way Relying Upon Or Relating To The United States Securities Act Of 1933 Or Related Regulations, And It Does Not Involve The Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Of Registered Securities. Further, I Hereby Declare That I Am Not A Licensed Broker Or Government Employee. I Have Mutually Agreed That This Private Placement Transaction Is Exempt From The Securities Act, And Is Not Intended For The General Public, And All Matters Are For PRIVATE USE ONLY Agreed And Accepted By The BUYER:

Conditions. GMAC Such Incremental Term Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.03 shall be satisfied; (ii) of the Trust Sale and Servicing Agreement no Default shall have been satisfiedoccurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; 144 (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (viiiv) GMAC immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Purchaser Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Opinion Acquisition that is not conditioned on the obtaining of Counsel any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of GMAC substantially in the form of Exhibit D.Default.

Conditions. GMAC The Incremental Commitments shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each become effective as of the following conditions on or prior to the related Addition Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableconditions set forth in Section 3.02 shall be satisfied; (ii) GMAC no Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Increase Effective Date; (iii) GMAC shall have agreed to deliver to the Purchaserrepresentations and warranties contained in Article IV and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, for deposit in the Collection Account, except to the extent required by that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.18(a), the Trust Sale representations and Servicing Agreement, all Collections with respect warranties contained in Section 4.01(f) shall be deemed to refer to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datemost recent financial statements furnished pursuant to clauses (iii) and (iv), respectively, of Section 5.01(a); (iv) as of the Addition Date, neither GMAC nor Borrowers shall prepay any Revolving Credit Advances outstanding on any Increase Effective Date to the Purchaser is insolvent nor shall extent necessary to keep the outstanding Revolving Credit Advances ratable with any of them have been made insolvent by such transfer nor is either of them aware of revised Applicable Revolving Percentages arising from any pending insolvencynonratable increase in the Revolving Credit Commitments under this Section 2.18; (v) the Schedule of Accounts Borrowers shall have been amended deliver or cause to reflect such Additional Accounts be delivered officer’s certificates and the Schedule of Accounts as so amended shall be true and correct as legal opinions of the Addition Date;type delivered on the Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Agent; and (vi) GMAC (A) upon the reasonable request of any Lender made at least ten (10) days prior to the Increase Effective Date, the Borrowers shall have delivered provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Purchaser Increase Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Borrower that qualifies as a certificate “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; provided further that, in the case of an Authorized Officer of GMAC confirming Incremental Term Loan incurred solely to finance a substantially concurrent Limited Condition Acquisition, the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in foregoing shall be subject to Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.1.06.

Conditions. GMAC shall be permitted Unless otherwise agreed to designate, by all of the Investors and the Purchaser shall be permitted to accept the designation ofGP, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each an Approved Sale must satisfy all of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableApproved Sale must be solely for cash consideration; (ii) GMAC no purchaser may be an Affiliate or Related Party of any Investor unless consent thereto is given by GP, which consent shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to not be delivered pursuant to Section 7.02(d)unreasonably withheld; (iii) GMAC upon the consummation of the Approved Sale, the aggregate net proceeds from the Approved Sale (x) if the Approved Sale is a sale of substantially all of the assets of the Company, shall have agreed be distributed to deliver to and among the PurchaserPartners and the Members in accordance with the provisions of Section 6.4(c) of the Partnership Agreement and Section 15.02 of the Limited Liability Company Agreement and (y) if the Approved Sale is a sale of all of the Partnership Interests and Member Interests, for deposit shall be apportioned among the Partners and the Members, in the Collection Accountsame amounts as if the full amount of such net proceeds are to be distributed to and among the Partners and the Members, to in accordance with the extent required by provisions of Section 6.4(c) of the Trust Sale Partnership Agreement and Servicing Agreement, all Collections with respect to Section 15.02 of the Eligible Receivables arising in such Additional Accounts since Limited Liability Company Agreement (and assuming the Additional Cut-Off Date within two Business Days after such Addition Dateprior satisfaction of the debts and obligations of the Company and GP); (iv) as of No party shall receive direct remuneration from the Addition Datepurchaser in an Approved Sale other than the net proceeds to be apportioned among the parties in accordance with Section 3(b)(iii), neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;including but not limited to remuneration for non-competition provisions or other similar arrangements. (v) All expenses of the Schedule Approved Sale (other than the fees and expenses of Accounts any counsel or other advisors retained by the Investors, which fees and expenses shall have been amended to reflect such Additional Accounts be paid by the Investors, but including any investment banking firm fees and the Schedule fees of Accounts as so amended any counsel retained by the Conflicts Committee in finding and negotiating Qualifying Offers) shall be true paid by the Company and correct as of shall reduce the Addition Date;net proceeds distributable pursuant to Section 3(b)(iii); and (vi) GMAC In the event that the parties are required to make any covenants, representations or indemnities in connection with the Approved Sale, then, (A) each party shall have delivered severally (and not jointly) make the Fundamental Warranties solely with respect to such party, and (B) other than with respect to the Purchaser Fundamental Warranties, the obligations and liabilities of the Partners and Members participating in the Approved Sale shall first be limited solely to any escrow fund that may be established in connection with such transaction (with the escrow funded solely from the purchase price proceeds and which escrow fund shall not be in an amount greater than 10% of the aggregate purchase price paid by the purchaser(s) in such transaction), and second, if and only if the escrow fund is for 10% of the aggregate purchase price, any obligations and liabilities of the Partners and Members participating in the Approved Sale (other than any claims for fraud, willful misconduct or bad faith by a certificate Partner or Member, which shall be the responsibility of such Partner or Member) shall be borne solely by QRC. The escrowed funds shall be released no later than one (1) year following the closing of the Approved Sale, provided, however, that to the extent there are pending claims or demands relating to any breach, misrepresentation or indemnity against the escrow fund, an amount of the escrowed funds equal to such aggregate claims or demands will be retained until such claims and demands are finally resolved. Upon distribution of the escrowed funds (or any part thereof), each Partner and Member shall receive their "pro rata share" of the distributed funds. As used in this Section 3, a party's "pro rata share" shall mean the ratio of (A) the total consideration to be received by such party in or as a result of an Authorized Officer of GMAC confirming the items set forth in clauses Approved Sale, to (i) through (v) above; (viiB) the conditions set forth in Section 2.7(b) total consideration to be received by all Partners and Members as a result of such Approved Sale (including upon dissolution of the Trust Sale Company and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser GP following an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Approved Sale).

Conditions. GMAC (a) The obligations of each party hereto to take the actions to be taken by it at the Closing as provided in Section 2 hereof shall be permitted subject to designatethe performance by the other parties hereto of the actions to be taken by such other parties in connection with the Restructuring, it being understood that the actions to be taken at the Closing pursuant to Section 2 hereof are mutually dependent and the Purchaser shall be permitted to accept taken substantially simultaneously. (b) In addition, the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction obligations of each of Holder to take the actions to be taken by such Holder at the Closing as provided in Section 2 hereof shall be subject to the following conditions on or prior to the related Addition Dateconditions: (i) GMAC the representations and warranties of the Company contained herein shall represent that be true and correct on the Closing Date with the same effect as though made on and as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableClosing Date; (ii) GMAC the Company shall have delivered to such Holder (A) certified copies of its Restated Certificate of Incorporation and Restated By-laws, (B) certified copies of resolutions evidencing the Purchaser a duly executed written assignment in substantially the form due authorization of Exhibit C and the list required all actions to be delivered pursuant taken by the Company in connection with the Restructuring and (C) a certificate regarding the incumbency of all officers of the Company executing any agreement or instrument to be executed by the Company as provided in Section 7.02(d)2 hereof; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC Manager shall have delivered to the Purchaser a such Holder (A) certified copies of its certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale incorporation and Servicing Agreement other organizational documentation, which shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC be substantially in the form of Exhibit D.A hereto (including the resolutions provided for therein authorizing the actions to be taken by the Manager in connection with the Restructuring) and (B) a certificate regarding the incumbency of all officers of the Manager executing any agreement or instrument to be executed by the Manager as provided in Section 2 hereof; (iv) the Company shall have delivered to such Holder evidence reasonably satisfactory to such Holder that any required consent or approval of the FCC to the Restructuring has been obtained and that such consent or approval has become final on or before the Closing Date (such consent, including consent duly granted by the FCC staff pursuant to delegated authority, shall be deemed to have become final if (i) it has not been reversed, stayed, enjoined or set aside, (ii) no timely request for stay, rehearing or reconsideration of, or appeal from, that consent is pending before the FCC or any court of competent jurisdiction and (iii) the time for filing any such request, petition or appeal, or for sua sponte review by the FCC, has expired); (v) such Holder shall have received from Cravath, Swaine & Moor▇, ▇▇unsel to the Company, and Wilm▇▇, ▇▇tl▇▇ & ▇ick▇▇▇▇▇, ▇▇ecial FCC counsel to the Company, their respective opinions, dated the Closing Date, substantially in the forms attached hereto as Exhibits M-1 and M-2, respectively; (vi) the Company shall have duly paid all expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Restructuring Documents (as hereinafter defined), including, but not limited to, all fees and expenses referred to in Section 6 hereof; (vii) such Holder shall have received written confirmation, in form and substance reasonably satisfactory to it, that the title insurance insuring the lien of the Mortgage remains in full force and effect after giving effect to the First Amendment to Mortgage; (viii) a Private Placement Number relating to each series of Preferred Stock shall have been duly ordered from Standard & Poor's Corporation; and (ix) all documents and instruments to be executed and delivered in connection with the Restructuring, the forms and terms of which are not otherwise provided for herein, shall be reasonably satisfactory in form and substance to such Holder and its counsel.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections If with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Underwritten Forward Shares, (ivi) as any of the Addition Date, neither GMAC nor representations and warranties of the Purchaser is insolvent nor shall Transaction Entities contained in Section 1(a) hereof or any of them have been made insolvent certificate delivered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Forward Closing Time as if made as of the Forward Closing Time; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Forward Closing Time; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Forward Closing Time; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Forward Closing Time or the Forward Closing Time shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to the Forward Closing Time or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreement are not true and correct as of GMAC confirming the items set forth in Forward Closing Time as if made as of the Forward Closing Time (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then the Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Underwritten Borrowed Shares otherwise deliverable on such date. In addition, in the form event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Underwritten Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for the Forward Seller to do so or it would incur a stock loan cost of more than [●] basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Forward Closing Time the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC Notwithstanding the foregoing, (a) none of Dell, ---------- Microsoft, or CBW/SK shall be permitted required to designate, purchase shares of Series D Preferred Stock hereunder unless any filings under the HSR Act required to be made with respect such Purchaser shall have been made and the Purchaser waiting period with respect thereto shall have expired or been terminated, (b) no Financial Investor shall be permitted required to accept purchase shares of Series D Preferred Stock hereunder unless Dell and one of Microsoft or CBW/SK shall, simultaneous with the designation ofpurchases by the Financial Investors, Additional Accountspurchases those shares of Series D Preferred Stock set forth opposite such Person's name on the Schedule of Purchasers hereto, in accordance (c) none of Dell, Microsoft or CBW/SK ---------------------- shall be required to purchase shares of Series D Preferred Stock hereunder unless the Financial Investors and at least one other Corporate Investor, simultaneous with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: purchases by such Person, purchases those shares of Series D Preferred Stock set forth opposite such Person's name on the Schedule of Purchasers, (id) GMAC BOEC shall represent not be required to purchase shares of ---------------------- Series D Preferred Stock hereunder unless the Company has amended the Certificate of Designation in accordance with, and otherwise complied with, the provisions of Section 3L hereof and BOEC shall have the right to purchase such ---------- portion of its investment in shares of Series D-1 Preferred Stock as BOEC shall elect, and (e) the Company shall not be required to sell any shares of Series D Preferred Stock, or Series D-1 Preferred Stock to any Purchaser hereunder unless any filings under the HSR Act required to be made with respect such Purchaser shall have been made and the waiting period with respect thereto shall have expired or been terminated; provided that with respect to any of the foregoing, such party shall be obligated hereunder as of the related Additional Cut-Off Date each date such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall party's conditions set forth in this Section 1D have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C been met and the list required to be delivered pursuant to Section 7.02(d); Closing shall take place ---------- within three (iii3) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to business days thereafter. To the extent required by conditions are met or waived for certain Purchasers and are not met or waived for others, there shall be multiple closings, each of which shall be the Trust Sale and Servicing Agreement, all Collections "Closing" with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts applicable Purchasers and the Schedule date of Accounts as so amended such Closing shall be true and correct as of the Addition "Closing Date; (vi) GMAC shall have delivered " with respect to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such Purchaser.

Conditions. GMAC The obligations of the parties under this Purchase Agreement are subject to the following conditions: (a) The representations and warranties contained herein shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each accurate as of the following conditions on or prior to date of delivery of the related Addition Date:Preferred Securities. (b) [Reserved.] (i) GMAC Cadwalader, Wickersham & Taft LLP, counsel for the Company and the Trust (the "C▇▇▇▇▇▇ ▇▇▇nse▇"), shall represent that as of have delivered an opinion, dated the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Closing Date, addressed to the Purchaser on such Addition Date is an Eligible Receivable; and JPMorgan Chase Bank, National Association, in form and substance satisfactory to the Purchaser, (ii) GMAC Ballard Spahr Andrews & Ingersoll, LLP, Maryland counsel for the Com▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ (▇he "▇▇ ▇▇▇▇▇ny Counsel"), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in form and substance satisfactory to the Purchaser, and (iii) the Company shall have furnished to the Purchaser the opinion of the Company's General Counsel or a duly executed certificate signed by the Company's Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in form and substance satisfactory to the Purchaser. In rendering their opinion, the Company Counsel and the MD Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Company Counsel and the MD Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written assignment policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (d) The Purchaser shall have been furnished the opinion of Mayer, Brown, Rowe & Maw LLP, special tax counsel for the Purchaser, dated the Clo▇▇▇▇ Date, addressed to the Purchaser, the Company and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A hereto. In rendering its opinion, Mayer, Brown, Rowe & Maw LLP may rely as to factual matters upon certificates or o▇▇▇▇ documents furnished by officers, directors and trustees of Exhibit C the Company and by government officials (provided, however, that copies of any such certificates or documents are delivered to the list required to be delivered pursuant to Section 7.02(d);Company) and by and upon such other documents as such counsel may, in its reasonable opinion deem appropriate as a basis for its opinion. (iiie) GMAC The Purchaser shall have agreed to deliver received the opinion of Richards, Layton & Finger, P.A., special Delaware counsel for the De▇▇▇▇▇▇ ▇▇▇▇▇▇▇, dated the Closing Date, addressed to the Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Company, in substantially the form set out in Annex B hereto. (f) The Purchaser shall have received the opinion of Gardere Wynne Sewell LLP, special counsel for deposit in the Collection AccountProperty Trustee and the I▇▇▇▇▇▇▇▇ ▇▇▇stee, dated the Closing Date, addressed to the extent required by Purchaser, in substantially the Trust Sale and Servicing Agreementform set out in Annex C hereto. (g) The Purchaser shall have received the opinion of Richards, all Collections with respect Layton & Finger, P.A., special Delaware counsel for the De▇▇▇▇▇▇ ▇▇▇▇▇▇▇, dated the Closing Date, addressed to the Eligible Receivables arising Purchaser and JPMorgan Chase Bank, National Association, in such Additional Accounts since substantially the Additional Cut-Off Date within two Business Days after such Addition Date;form set out in Annex D hereto. (ivh) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts The Company shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Authorized Officer Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of GMAC confirming the items set forth Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in clauses each case dated the Closing Date, and, in the case of the Company, as to (i) through and (vii) above;below and, in the case of the Trust, as to (i) below. (viii) the conditions set forth representations and warranties in Section 2.7(b) this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust Sale have complied with all the agreements and Servicing Agreement shall have been satisfiedsatisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (viiiii) GMAC since the date of the Interim Financial Statements (as defined below), there has been no material adverse change in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries taken as a whole, whether or not arising from transactions occurring in the ordinary course of business (a "Material Adverse Change"). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any Material Adverse Change, the effect of which is, in the Purchaser's reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser's obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Trust or any officer of the Company and delivered to the Purchaser an Opinion or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of Counsel of GMAC substantially the Trust and/or the Company, as the case may be, and not by such trustee or officer in the form of Exhibit D.any individual capacity.

Conditions. GMAC shall be permitted A. In addition to designatePurchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, and the obligation of Purchaser shall be permitted under this Contract to accept purchase the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the related Addition Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: (i) GMAC 1. Title to the Real Property shall represent that be good and marketable as required herein, free and clear of all liens and encumbrances, and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue, an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property, subject only to the Permitted Exceptions, in the amount of the related Additional Cut-Off Date each Purchase Price or such Additional Account is an Eligible Account lesser amount as Purchaser, in its sole discretion, shall determine, and that each Receivable arising thereunder identified with such endorsements as an Eligible Receivable Purchaser shall determine. Seller shall discharge all liens against the Property at Closing. 2. Seller shall have performed, observed and conveyed complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Purchaser on such Addition Date is an Eligible Receivable;Closing Date. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form 3. All of Exhibit C Seller’s representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties contained herein shall be true and correct in all material respects as of the Addition Closing Date;, and Seller will deliver to Purchaser at Closing a certificate to that effect (or disclosing any representations or warranties which are no longer true and accurate). (vi) GMAC 4. The physical condition of the Property and the title for the Property shall not have materially changed since the conclusion of the Review Period. 5. All tenants of the Leases whose tenancies are for greater than 3,000 square feet shall be occupying the Property, and none of the tenants whose tenancies are for greater than 3,000 square feet shall be in default in the payment of rent or performance of any other material obligation. 6. Purchaser shall have delivered received the Estoppel Certificates and SNDA Agreements as required pursuant to Section 7(I). 7. Execution and delivery of a Declaration of Restrictions and Reciprocal Easement for Ingress, Egress, Utilities and Drainage, which shall be to the reasonable satisfaction of both Purchaser a certificate and Seller. In the event any of an Authorized Officer the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of GMAC confirming the items set forth in clauses Closing Date, then, Purchaser may either (i) through extend the date for Closing for a maximum of thirty (v30) above; days until such conditions are satisfied, or (viiii) terminate this Contract and have the Deposit refunded together with accrued interest and Seller shall pay to Purchaser the out-of-pocket expenses incurred by Purchaser that have arisen under this Contract, provided, however such out-of-pocket expenses shall be limited to Fifty Thousand and 00/100 Dollars ($50,000.00) prior to loan commitment by Purchaser’s lender or One Hundred Thousand and 00/100 Dollars ($100,000.00) after loan commitment by Purchaser’s lender; provided, however, Purchaser shall not be entitled to reimbursement of out-of-pocket expenses as stated above if the failure of condition is one contemplated by Sections 8 (A) (5) or 8 (A) (6), or (iii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 2.7(b) 13 hereof. B. The obligations of Seller under this Contract to sell the Property to Purchaser are subject to the satisfaction of each of the Trust Sale and Servicing Agreement following conditions: 1. Purchaser shall have been satisfied; and (viii) GMAC shall have delivered performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 2. Execution and delivery of a Declaration of Restrictions and Reciprocal Easement for Ingress, Egress, Utilities and Drainage, which shall be to the reasonable satisfaction of both Purchaser an Opinion and Seller. 3. All of Counsel of GMAC substantially Purchaser’s representations and warranties contained herein shall be true and correct in the form of Exhibit D.all material respects.

Conditions. GMAC shall 2.1 The effectiveness of this Deed is subject to the following: 2.1.1 The Effective Date occurring by the later of 90 calendar days after the date of the Commitment Letter or 60 calendar days after the date of any vote by Scheme Creditors to approve the Scheme, subject to such vote occurring on or before 75 calendar days after the date of the Commitment Letter; 2.1.2 Delivery to BNY of a copy of the Court order sanctioning the Scheme, the terms of which confirm that an undertaking has been given by the directors of Telewest at the Court hearing to sanction the Scheme that the Scheme will not be permitted made effective unless and until the directors of Telewest are satisfied that TCN and TCN’s senior lenders have entered into the New Bank Documents and that the Recapitalisation Supplemental Deed Effective Date (as such term is defined in the New Bank Documents) has occurred or its occurrence is conditional only upon the Effective Date of the Scheme; 2.1.3 Delivery by BNY of a letter of certification to designate, TCN confirming that the New Bank Documents are in satisfactory form; 2.1.4 Receipt by BNY of its reasonable costs and expenses (including legal fees) properly incurred up until the date five Business Days before the Effective Date in connection with this Deed or arising out of negotiations for the settlement of the BNY Claim and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each entering into of the following conditions on or prior Interim Swap Transaction and the New BNY Transaction; and 2.1.5 Delivery by BNY of a letter of certification to the related Addition Date: (i) GMAC shall represent TCN confirming that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C the New BNY Transaction Confirmation(s) (other than in respect of the economic terms of the New BNY Transaction) is acceptable to BNY acting reasonably. 2.2 In the event that any of the foregoing conditions is not fulfilled, this Deed shall be deemed to have had no effect from the date of its execution and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended BNY Claim shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth reinstated in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.full.

Conditions. GMAC 3.1 The sale and purchase of the Registered Shares and the Bearer Shares pursuant to this Agreement are in all respects conditional upon those matters listed in Schedule 2 (Conditions to Completion), provided that, except for the condition set out in paragraph 1 of Schedule 2, the Purchaser may in its discretion waive such conditions. 3.2 The Purchaser shall be permitted as soon as reasonably practicable following the execution of this Agreement and receipt of the relevant information from the Sellers apply for the regulatory clearances set out in paragraph 1 of Schedule 2 (Conditions to designate, Completion) and shall pursue obtaining such clearances with all reasonable speed. The Purchaser shall take all reasonable steps to procure obtaining such clearances as soon as possible and shall accept all and any terms and conditions imposed by any regulatory authority attaching to any such clearances. 3.3 Each of the Sellers and the Purchaser shall be permitted undertakes to accept co-operate with each other in exchanging such information and supplying such reasonable assistance as required in connection with any filings provided for in paragraph 1 of Schedule 2 (Conditions to Completion) and further undertake to disclose in writing to the designation of, Additional Accounts, other anything which will or may prevent the conditions set out in accordance with Section 2.03(aparagraph 1 of Schedule 2 (Conditions to Completion) only upon satisfaction of each of the following conditions from being satisfied on or prior to 30 June 2005 immediately it comes to the related Addition Datenotice of either of them. 3.4 The Purchaser undertakes to keep the Sellers informed as to progress towards satisfaction of the condition set out in paragraph 1 of Schedule 2 (Conditions to Completion) and undertakes to: (iA) GMAC shall represent that as notify the Sellers and provide copies of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed any material communications to the Purchaser on extent that they relate to the Group from any governmental or regulatory body or other person in relation to obtaining any consent, approval or action where such Addition Date is an Eligible Receivablecommunications have not been independently or simultaneously supplied to the Sellers; (iiB) GMAC shall have delivered where reasonably requested by the Sellers, provide the Sellers (or advisers nominated by the Sellers) with draft copies of all submissions and communications to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, governmental or regulatory bodies or other persons to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect they relate to the Eligible Receivables arising Group in relation to obtaining any consent, approval or action at such Additional Accounts since time as will allow the Additional Cut-Off Date within two Business Days after Sellers a reasonable opportunity to provide comments on such Addition Date; submissions and communications before they are submitted or sent and provide the Sellers (ivor such nominated advisers) as with copies of all such submissions and communications in the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedform submitted or sent; and (viiiC) GMAC shall have delivered where reasonably requested by the Sellers and where permitted by the governmental or regulatory body or other person concerned, allow persons nominated by the Sellers to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.attend all meetings with governmental or regulatory bodies or other persons and, where appropriate, to make oral submissions at such meetings.

Conditions. GMAC (1) The Purchaser shall and shall procure that his agents shall forthwith upon the signing of this Agreement conduct such review of the assets, liabilities, operations and affairs both of the Company and the Joint Venture Company as it may reasonably consider appropriate and the Vendor shall provide and procure the Company and/or the Joint Venture Company to provide such assistance as the Purchaser or his agents may reasonably require in connection with such review so as to enable the review to be completed on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Vendor and the Purchaser may agree under Clause 3.3. (2) The Vendor shall and shall procure that his agents shall forthwith upon the signing of this Agreement conduct such review of the assets, liabilities, operations and affairs of the Purchaser and the Parent as it may reasonably consider appropriate and the Purchaser and the Parent shall provide such assistance as the Vendor or their respective agents may reasonably require in connection with such review so as to enable the review to be completed on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Vendor and the Purchaser may agree under Clause 3.3. 3.2 Completion is conditional upon: (1) the Purchaser being satisfied at its sole and absolute discretion with the results of the due diligence review to be conducted under Clause 3.1(1); (2) the Vendor being satisfied at their sole and absolute discretion with the results of the due diligence review to be conducted under Clause 3.1(2); (3) the Vendor's Warranties (save and except the Vendor's Schedule of Exceptions) remaining true and accurate in all respect; (4) the Purchaser's Warranties (save and except the Purchaser's Schedule of Exceptions) remaining true and accurate in all respect; (5) the Purchaser's receipt of an opinion from each of the Vendor's Solicitors and a legal firm practicing the laws of the PRC regarding the transactions contemplated hereby in form and substance reasonably satisfactory to the Purchaser; (6) no action, suit, or proceeding shall be permitted pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to designatebe rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (7) the parties shall have received all authorizations, consents, and approvals of governmental authorities and third parties that are necessary in order to complete the transactions contemplated hereby; (8) the Company and Minghua Investment shall have entered into a stockholders agreement or similar agreement in form and substance reasonably satisfactory to the parties to this Agreement pursuant to which, among other things, Minghua Investment will grant a perpetual irrevocable proxy to the Company which permits the Company to vote all of the shares of capital stock of the Joint Venture Company held by it on all matters coming before the stockholders of the Joint Venture Company for a vote; (9) the Parent and the Vendor shall have entered into a registration rights agreement in form and substance reasonably satisfactory to the parties to this Agreement pursuant to which the Parent shall grant to the Vendor certain rights with respect to the registration of 28,000,000 Consideration Shares which form part of the Purchase Consideration; (10) Vendor shall have delivered the Vendor's Schedule of Exceptions in a form reasonably satisfactory to the Purchaser as contemplated by Clause 7.11 of this Agreement and the Purchaser shall be permitted to accept the designation of, Additional Accounts, have delivered a Purchaser's Schedule of Exceptions in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior a form reasonably satisfactory to the related Addition Date:Vendor as contemplated by Clause 8.11 of this Agreement; and (i11) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC Vendor shall have delivered to the Purchaser consolidated audited financial statements for the Company prepared in accordance with US Generally Accepted Accounting Principles for the period from incorporation until the Last Accounts Date and such financial statements shall be in a duly executed written assignment in substantially form suitable for filing with the form of Exhibit C U.S. Securities and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent Exchange Commission as required by Form 8-K promulgated under the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;Securities Act. (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall 3.3 If any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth out in Section 2.7(bClause 3.2 has not been satisfied on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as both the Purchaser and the Vendor may agree, this Agreement shall cease and terminate (save and except Clause 11 which shall continue to have full force and effect) and none of the Trust Sale and Servicing parties to this Agreement shall have been satisfied; and (viii) GMAC shall have delivered to any obligations and liabilities hereunder against or towards one another save for any antecedent breaches of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.terms hereof.

Conditions. GMAC (a) The obligation of the Investor hereunder to purchase the Sixth 2011 Convertible Debenture is subject to the Investor having received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; provided that this condition is for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion. (b) The purchase by the Investor of the Seventh 2011 Convertible Debenture at the Seventh 2011 Closing and the Eighth 2011 Convertible Debenture at the Eighth 2011 Closing shall be permitted to designate, in the Investor’s sole discretion and the Purchaser shall be permitted to accept the designation ofsubject to, Additional Accountsamong other things, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC The Common Stock shall represent that as be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Convertible Debentures shall be approved for listing or trading on the Purchaser on such Addition Date is an Eligible Receivable;Primary Market. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C The representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as warranties of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality, in which case, such representations and warranties shall be true and correct without further qualification) as of the Addition Date;date when made and as of the Seventh 2011 Closing and Eighth 2011 Closing as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Seventh 2011 Closing and the Eighth 2011 Closing. (viiii) GMAC The Company shall have executed and delivered to the Purchaser Investor the Seventh 2011 Convertible Debenture and the Eighth 2011 Convertible Debenture. (iv) The Company shall have certified, in a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) executed by two officers of the Trust Sale Company and Servicing Agreement shall dated as of the Seventh 2011 Closing and the Eighth 2011 Closing, that all conditions to the Seventh 2011 Closing or Eighth 2011 Closing have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC This Agreement shall be permitted to designate, and become effective upon the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior in form and substance reasonably satisfactory to the related Addition DateLender and its counsel: (ia) GMAC No Event of Defaults shall represent that as have occurred under the Credit Agreements or Guaranties other than those referred to in Exhibit A hereto or continuing defaults of the related Additional Cut-Off Date each such Additional Account same covenants or conditions so long as there is an Eligible Account no material adverse change in the financial condition of Borrower and that each Receivable arising thereunder identified as an Eligible Receivable Original Guarantors from their respective financial conditions at the execution and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;delivery hereof. (iib) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C All representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties contained herein shall be true and correct as of the Addition Date;Effective Date and as of the date of the execution and delivery hereof. (vic) GMAC The ▇▇▇▇▇▇ Trust shall have executed and delivered to Lender the ▇▇▇▇▇▇ Trust Guaranty. (d) The Guarantors shall have executed and delivered to the Lender a Principal Amount Letter of Credit in the face amount of $1,000,000. (e) The Guarantors shall have executed and delivered to Lender the Guarantor Pledge Agreement (f) The Borrower and the Guarantors shall have delivered to Lender financial statements and other reports required under the Transaction Documents which have not previously been delivered. (g) CD Entertainment Ltd., an Ohio limited liability company ("Entertainment") shall have reaffirmed the Subordination Agreement (Deed of Trust) dated June 26, 1997, by and among Entertainment, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustees, CDH, the Borrower and the Lender, pursuant to a letter in the form of Exhibit F hereto. (h) One or more of the Borrower and/or Guarantors shall have reimbursed Lender for its costs and expenses related to the preparation and execution of this Agreement, including but not limited to, all filing fees and taxes, fees and expenses of Lender's in-house and outside legal counsel, auditors, appraisers and environmental consultants. (i) The Borrower and Guarantors shall have delivered to the Purchaser a certificate Lender an opinion of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC counsel substantially in the form of Exhibit D.G hereto.

Conditions. GMAC 4.1 The obligations of the Seller and the Purchaser to complete the sale and purchase of the Shares are in all respects conditional on the satisfaction (or waiver, as the case may be) of those matters set out in Schedule 2 (Conditions) (the “Conditions”). 4.2 In respect of the Shareholder Consent Condition: (a) the Seller shall use all reasonable endeavours to procure the satisfaction of the Shareholder Consent Condition by procuring that: (i) the board of directors of the Seller Parent obtain approval of the Circular from the FCA as soon as reasonably practicable, following which the Seller Parent shall send the Circular to the shareholders of the Seller Parent as soon as practicable and in no event later than forty (40) Business Days from the signing of this Agreement; (ii) each director of the Seller Parent shall, subject to his duties to the Seller Parent as a director, recommend and continue to recommend to the shareholders of the Seller Parent the passing of the Resolutions and such recommendation shall be permitted contained in the Circular; (iii) the Seller Parent shall convene a general meeting of its shareholders to designateconsider and, if thought fit, pass the Resolutions as soon as reasonably practicable after the publication of the Circular; (b) the Purchaser shall, upon the Seller’s request, promptly co-operate with and provide all necessary information and other assistance required in connection with the satisfaction of the Shareholder Consent Condition; (c) the Seller shall (i) provide to the Purchaser a draft of those parts of the Circular that refer to the Purchaser or the Purchaser’s Group or to the Purchaser’s rationale for acquiring the Shares or otherwise referring to the strategy or prospects of the Group following Completion and give the Purchaser a reasonable opportunity to provide comments thereon, and (ii) subject thereto, take into account the Purchaser’s reasonable comments with respect thereto; 4.3 In respect of the Antitrust Condition and the FDI Condition: (a) the Purchaser and the Seller shall prepare and file their respective notifications under the HSR Act and submit the same to the applicable Regulatory Authorities as soon as possible following the date of this Agreement and in any event within ten (10) Business Days of the Put Option Date, with all information required in connection therewith. (b) the Purchaser, with the cooperation of the Seller, shall prepare and submit any other notifications, filings or submissions (or drafts thereof as appropriate in certain jurisdictions) to any applicable Regulatory Authority outside of the United States that Purchaser determines is required as soon as possible following the date of this Agreement and in any event within twenty (20) Business Days of the Put Option Date (or, with respect to the UK, twenty (20) Business Days after the Purchaser, acting reasonably, determines that the filing is required), with all information required in connection therewith. (c) subject to applicable law, the Purchaser and the Seller shall allow each other the opportunity to participate in any call or meeting with the Regulatory Authority, promptly inform the other party of the content of any meeting, material conversation and any other substantive communication which takes place between a party (or its agents, representatives or advisers) and the Regulatory Authority in which the other party did not participate and provide copies or, in the case of non-written communications, a written summary, to the other party; (d) subject to applicable law, the Purchaser and the Seller shall provide each other a reasonable opportunity to review and comment on drafts of all notifications, filings and submissions before they are submitted to a Regulatory Authority and provide the other party with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared on a confidential basis only with outside counsel) and take account of any reasonable comments that the other party may have; (e) notwithstanding anything herein to the contrary, the Purchaser shall take any and all steps or actions necessary or required (including, but not limited to, agreeing to any (i) conditions, undertakings, sale, divestment, licence or disposition of any necessary assets or business of any Party; (ii) termination of any existing relationships, contractual rights or obligations of any Party; and / or (iii) effectuating any other change or restructuring of the Group or any member of the Purchaser’s Group) in order to obtain clearance by any Regulatory Authority in the first phase of any review (other than in the U.S.) in accordance with any applicable merger control law, statute or regulation of any applicable jurisdiction, and in any event (including in the U.S.) by the Long Stop Date; provided, however, that nothing in this Agreement shall (A) require, or be construed to require, the Purchaser to agree to sell, divest, license or otherwise dispose of or hold separate its Plum 360TM products (or the associated business and assets), or (B) prevent the Purchaser from engaging in litigation with a Regulatory Authority in support of its efforts to satisfy the Antitrust Condition; (f) each of the Purchaser and in the United States, the Seller (but only in respect of any filings required to be made by the Seller under the HSR Act), shall use its reasonable endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance; (g) the Purchaser shall not, and in the United States the Seller (but only in respect of any filings required to be made by the Seller under the HSR Act) shall not, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), withdraw any notification, filing or submission made to the Regulatory Authority; and (h) the Purchaser shall bear all filing fees (and necessary translation costs) associated with the notification and filings made in order to satisfy the Antitrust Condition, with each Party bearing its own legal fees. Notwithstanding the provisions of Clause 4.3(e), if the Seller agrees at its sole discretion that the Purchaser may, before the Long Stop Date, take any action that may adversely affect the likelihood of the Purchaser obtaining any clearance in the first phase of any review in accordance with any applicable merger control law, statute or regulation of any applicable jurisdiction (other than the U.S.), the Purchaser shall be liable for the Seller’s legal and other professional costs resulting from agreeing to such action including but not limited to relating to any second phase investigation (regardless of the outcome). 4.4 The Seller and the Purchaser agree that all requests and enquiries from any Regulatory Authority shall be dealt with, in each case, by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall co-operate with each other and the relevant Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practical upon being requested to do so, provided that any information provided in relation to the Seller shall be provided only to the Regulatory Authority and/or if necessary the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser. 4.5 In furtherance of the foregoing, in the event of a requirement, or in the opinion of the Seller acting reasonably a likely requirement, for an ‘up-front’ buyer remedy, the Purchaser shall (i) promptly (and in any event within one (1) Business Day) inform the Seller of all third parties who express a genuine interest in entering into an agreement with the Purchaser to ensure satisfaction of the Antitrust Condition, (ii) negotiate in good faith with any such third parties in order to ensure the satisfaction of the Antitrust Condition and (iii) keep the Seller regularly informed of progress of any such negotiations. Whether or not an ‘up front’ buyer is, or in the opinion of the Seller acting reasonably is likely to be, required, the Purchaser shall inform the Seller promptly and in any event within one (1) Business Day, of any third party offering or indicating to the Purchaser that it would be willing in principle to be an ‘upfront buyer’ if required by any Regulatory Authority, regardless of any purported duty of confidentiality expressed by any such third party relating to such offer or indication. 4.6 The Seller undertakes to notify the Purchaser in writing, and the Purchaser undertakes to notify the Seller in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly after it comes to its attention. 4.7 The Parties shall use reasonable endeavours to cooperate in good faith with the other Party to effectuate any such agreement with any such third party or ‘upfront buyer’ that is required by any Regulatory Authority to ensure the satisfaction of the Antitrust Condition. 4.8 Each Party undertakes to notify the other Party as soon as possible on becoming aware that any of the Conditions has been satisfied and in any event within five (5) Business Days of such satisfaction. 4.9 No Condition may be permitted to accept waived without the designation of, Additional Accounts, agreement in accordance with Section 2.03(a) only upon satisfaction writing of each of the following conditions Seller and the Purchaser, other than the ▇▇▇▇▇▇ SPA Termination Condition which may be waived by the Seller (in its sole discretion) without the prior written agreement of the Purchaser. 4.10 If any of the Conditions is not fulfilled or waived on or before the Long Stop Date, either Party shall be entitled to terminate this Agreement and the Put Option by providing written notice to the other Party, subject to, and on the basis set out in, Clause 17.2 (No Right to Rescind or Terminate). 4.11 By way of compensation for losses suffered by the Seller (or any member of the Seller’s Group) in connection with (i) the preparation and negotiation of the Transaction or any Transaction Document; and (ii) the potential for disruption to the business of the Seller’s Group (including, the Business), the Purchaser undertakes to promptly pay (or procure the prompt payment by a member of the Purchaser’s Group) to the Seller (or as the Seller directs) an amount equal to the Break Fee in the event that: (a) on or prior to the related Addition Long Stop Date, any of the Conditions (other than the Shareholder Consent Condition or the ▇▇▇▇▇▇ SPA Termination Condition) shall not have been satisfied (or, where applicable, waived), resulting in the Transaction lapsing, terminating or otherwise not proceeding in accordance with the terms of this Agreement; or (b) on or prior to the Long Stop Date, all of the Conditions have either been satisfied or waived (in accordance with the terms of this Agreement) but the Purchaser fails to proceed to Completion. 4.12 In relation to the Break Fee, the Purchaser acknowledges and agrees that: (ia) GMAC shall represent that as the Seller has incurred, and will further incur, significant costs in connection with the Transaction, which will include significant loss of business opportunity costs if the related Additional Cut-Off Date each such Additional Account Transaction is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivablenot implemented; (iib) GMAC shall have delivered such Break Fee is reasonable and appropriate, is the product of an arm’s length negotiation and is justified to serve and protect the legitimate business interests of the Seller and, further, that it represents a fair and reasonable provision which is proportionate to the Purchaser a duly executed written assignment in substantially the form protection of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)those interests; (iiic) GMAC shall have agreed it has received independent legal advice in relation to deliver to and in connection with the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateBreak Fee; (ivd) as payment of any such Break Fee shall be without prejudice to any other claim or right of action that the Seller (or any member of the Addition Date, neither GMAC nor Seller’s Group) may have against the Purchaser is insolvent nor shall (or any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as other member of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedPurchaser’s Group); and (viiie) GMAC the Purchaser (or relevant member of the Purchaser’s Group) shall have delivered make payment of the Break Fee by telegraphic transfer in immediately available funds to the Seller’s Designated Account. 4.13 If any deductions or withholdings are required by law to be made from any payment by the Purchaser an Opinion of Counsel of GMAC substantially to the Seller under Clause 4.11, then the Purchaser shall pay to the Seller such additional amount as will leave the Seller with the amount the Seller would have received in the form absence of Exhibit D.any such requirement to make a deduction or withholding. 4.14 The Purchaser undertakes that it shall not, at any time prior to Completion, either alone or acting in concert with others, acquire or offer to acquire, or cause another person to acquire or to offer to acquire, or progress or contemplate (or cause another person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Group’s business or any other business the acquisition of which might, in the opinion of the Seller acting reasonably, be expected to prejudice or delay the satisfaction of the Antitrust Condition. 4.15 For the purposes of this Agreement, “Long Stop Date” means the date that is six (6) months from the Put Option Date or such other date as the Parties may agree in writing, provided, however, that if on such date, the Antitrust and/or FDI Conditions have not been satisfied, then the Long Stop Date shall mean the date that is fifteen (15) months from the Put Option Date or such other date as the Parties may agree in writing; provided further that if on the date falling ten (10) Business Days prior to such extended Long Stop Date, the Antitrust Conditions in so far as they relate to the United States have not been satisfied and are not reasonably likely to be satisfied by such extended Long Stop Date, the Purchaser may serve on the Seller, no later than five (5) Business Days prior to such extended Long Stop Date, a written notice electing to extend the Long Stop Date by a period of three (3) additional months (and in such case the term “Long Stop Date” shall be construed to mean the date as so extended) provided all of the following criteria are satisfied:

Conditions. GMAC shall be permitted Unless otherwise agreed to designate, by all of the Investors and the Purchaser shall be permitted to accept the designation ofGP, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each an Approved Sale must satisfy all of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableApproved Sale must be solely for cash consideration; (ii) GMAC no purchaser may be an Affiliate or Related Party of any Investor unless consent thereto is given by GP, which consent shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to not be delivered pursuant to Section 7.02(d)unreasonably withheld; (iii) GMAC upon the consummation of the Approved Sale, the aggregate net proceeds from the Approved Sale (x) if the Approved Sale is a sale of substantially all of the assets of the Company, shall have agreed be distributed to deliver to and among the PurchaserPartners and the Members in accordance with the provisions of Section 6.4(c) of the Partnership Agreement and Section 15.02 of the Limited Liability Company Agreement and (y) if the Approved Sale is a sale of all of the Partnership Interests and Member Interests, for deposit shall be apportioned among the Partners and the Members, in the Collection Accountsame amounts as if the full amount of such net proceeds are to be distributed to and among the Partners and the Members, to in accordance with the extent required by provisions of Section 6.4(c) of the Trust Sale Partnership Agreement and Servicing Agreement, all Collections with respect to Section 15.02 of the Eligible Receivables arising in such Additional Accounts since Limited Liability Company Agreement (and assuming the Additional Cut-Off Date within two Business Days after such Addition Dateprior satisfaction of the debts and obligations of the Company and GP); (iv) as of No party shall receive direct remuneration from the Addition Datepurchaser in an Approved Sale other than the net proceeds to be apportioned among the parties in accordance with Section 3(b)(iii), neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;including but not limited to remuneration for non-competition provisions or other similar arrangements. (v) All expenses of the Schedule Approved Sale (other than the fees and expenses of Accounts any counsel or other advisors retained by the Investors, which fees and expenses shall have been amended to reflect such Additional Accounts be paid by the Investors, but including any investment banking firm fees and the Schedule fees of Accounts as so amended any counsel retained by the Conflicts Committee in finding and negotiating Qualifying Offers) shall be true paid by the Company and correct as of shall reduce the Addition Date;net proceeds distributable pursuant to Section 3(b)(iii); and (vi) GMAC In the event that the parties are required to make any covenants, representations or indemnities in connection with the Approved Sale, then, (A) each party shall have delivered severally (and not jointly) make the Fundamental Warranties solely with respect to such party, and (B) other than with respect to the Purchaser Fundamental Warranties, the obligations and liabilities of the Partners and Members participating in the Approved Sale shall first be limited solely to any escrow fund that may be established in connection with such transaction (with the escrow funded solely from the purchase price proceeds and which escrow fund shall not be in an amount greater than 10% of the aggregate purchase price paid by the purchaser(s) in such transaction), and second, if and only if the escrow fund is for 10% of the aggregate purchase price, any obligations and liabilities of the Partners and Members participating in the Approved Sale (other than any claims for fraud, willful misconduct or bad faith by a certificate Partner or Member, which shall be the responsibility of such Partner or Member) shall be borne solely by QRC. The escrowed funds shall be released no later than one (1) year following the closing of the Approved Sale, provided, however, that to the extent there are pending claims or demands relating to any breach, misrepresentation or indemnity against the escrow fund, an amount of the escrowed funds equal to such aggregate claims or demands will be retained until such claims and demands are finally resolved. Upon distribution of the escrowed funds (or any part thereof), each Partner and Member shall receive their “pro rata share” of the distributed funds. As used in this Section 3, a party’s “pro rata share” shall mean the ratio of (A) the total consideration to be received by such party in or as a result of an Authorized Officer of GMAC confirming the items set forth in clauses Approved Sale, to (i) through (v) above; (viiB) the conditions set forth in Section 2.7(b) total consideration to be received by all Partners and Members as a result of such Approved Sale (including upon dissolution of the Trust Sale Company and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser GP following an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Approved Sale).

Conditions. GMAC (a) The Respondents shall be permitted complete the following actions to designate, and comply with the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each Order section of the following conditions on or prior to the related Addition DateNOV: (i) GMAC shall represent that By 31 May 2016, plant a line of trees along the yellow line as shown on the attached sketch, which is attached hereto and incorporated herein as Attachment A. The yellow line is about 90 feet from the southern side of the related Additional Cut-Off Date each such Additional Account is an Eligible Account dwelling on the Property. The trees shall be planted between the locations marked on Attachment A as "A" and that each Receivable arising thereunder identified as an Eligible Receivable "B". The specific location of the trees shall be determined by the Respondent and conveyed to the Purchaser RIDEM in the field. The trees shall be 10 feet on such Addition Date is an Eligible Receivable;center and be 4 feet tall after planting. Tree species shall include one or more of the following selections: White pine, Pinus Strobus Red cedar Juniperus virginiana Colorado blue spruce, Picea pungens Norway spruce, Picea abies (ii) GMAC The areas south and east of the yellow line as shown on Attachment A shall have delivered be allowed to revegetate to a natural wild condition. No clearing, mowing, cutting, trimming or other alterations are authorized in any wetland area on the Purchaser Property south and east of the yellow line without first obtaining a duly executed written assignment in substantially valid permit from the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);RIDEM. (iii) GMAC If any or all of the required plantings fail to survive at least 1 year from the time planting has been verified by the RIDEM, the same plant species shall have agreed be replanted and maintained until such time that survival occurs for at least 1 year. (b) The Respondents are hereby authorized to deliver maintain the area between the blue line as shown on Attachment A and the yellow line as shown on Attachment A in a cleared condition. No structures shall be placed in this area and no other work is allowed in this area without first obtaining a valid permit from the RIDEM. (c) Penalty – The Respondents shall pay to the Purchaser, for deposit RIDEM $2,500 in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;administrative penalties assessed as follows: (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;Upon execution of this Agreement by the Respondents, the Respondents shall pay to the RIDEM $2,500. (viiii) Penalties that the conditions set forth Respondents agree to pay in Section 2.7(b) this Agreement are penalties payable to and for the benefit of the Trust Sale State of Rhode Island and Servicing Agreement shall have been satisfied; andare not compensation for actual pecuniary loss. (viiiiii) GMAC All penalty payments shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially be in the form of Exhibit D.a certified check, cashiers check, or money order, payable to the R.

Conditions. GMAC shall be The Transferor is permitted to designatetransfer to the Issuer the Receivables and all Related Security related thereto arising in connection with any Additional Accounts designated by the Transferor pursuant to Section 2.06(a), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a(b) or (c) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date Transferor (or the Servicer on its behalf) has provided the Owner Trustee, the Indenture Trustee and each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Rating Agency with a timely Addition Date is an Eligible ReceivableNotice; (ii) GMAC shall have the Transferor has delivered to the Purchaser Owner Trustee a duly executed written assignment (including an acceptance by the Issuer and the Servicer) in substantially the form of Exhibit C and A (the list required to be delivered pursuant to "Assignment"), along with the applicable Additional Account Schedule in accordance with Section 7.02(d2.01(d)(iii); (iii) GMAC shall have agreed to deliver the Transferor has delivered to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Servicer all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts; (C) the Additional Account Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of each of the Notice Date and the Addition Date, neither GMAC nor none of the Purchaser Seller, the Transferor or the Servicer is insolvent nor shall any of them have been or will be made insolvent by such the transfer nor is either and none of them is aware of any pending events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Receivables arising in connection with such Additional Accounts will not, in the reasonable belief of the Transferor, cause an Early Amortization Event to occur; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have Transferor has delivered to the Purchaser a certificate Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of an Authorized Officer such officer's knowledge, the satisfaction of GMAC confirming each of the items conditions set forth in clauses (i) through (viv) above. Each of the Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in so relying; (vi) the Transferor has delivered, not less than quarterly, to the Owner Trustee, the Indenture Trustee and any Series Enhancers, an Opinion of Counsel confirming the validity and perfection of the transfer of Accounts included as Additional Accounts; and (vii) if any Additional Account has been acquired by NMAC from a third party, the conditions set forth in Section 2.7(b) Rating Agency Condition with respect to the inclusion of the Trust Sale and Servicing Agreement shall have such Additional Account has been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC shall be permitted The obligation of Softbank to designate, and make the Purchaser shall be permitted Loan is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction fulfillment by OptiMark of each all of the following conditions conditions: (a) Execution and delivery by OptiMark or its Subsidiaries, as applicable, of this Loan Agreement, Notes, Security Agreement, UCC's, Guarantees and all other executed Related Documents. (b) The representations and warranties contained in Article 6 hereof and in each Related Document shall be correct and accurate in all material respects on and as of Closing as though made on and as of such date and no Event of Default and no condition or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing on Closing and Softbank shall have received a certificate in the form set forth on Exhibit B attached hereto and signed by the Chief Executive Officer of OptiMark, dated as of the Closing Date, to that effect. (c) OptiMark shall have complied in all material respects with all covenants and obligations to be performed or observed by it at or prior to such time, including but not limited to those set forth in the related Addition Date:Existing Loan Agreements; and shall not be in breach of any of the Existing Loan Agreements or the agreements referred to in each of such Existing Loan Agreements as the "Related Documents." (id) GMAC OptiMark shall represent that as have obtained all consents of third parties, including, without limitation, any Governmental Body, required in connection with the execution and delivery of this Loan Agreement and the Related Documents and consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account transactions contemplated hereby and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;thereby. (iie) GMAC Softbank shall have delivered to received a favorable written opinion of outside counsel for OptiMark, dated the Purchaser a duly executed written assignment Closing Date, in substantially the form of Exhibit C and a favorable written opinion of in-house counsel for OptiMark, dated the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Closing Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.C-1. (f) Softbank shall have received copies of all corporate action taken by OptiMark and its Subsidiaries to authorize this Loan Agreement, the Related Documents, the borrowings hereunder and the Notes, certified as of the Closing Date by the Secretary of OptiMark. (g) Softbank shall have received (i) acknowledgement copies of Financing Statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees, (ii) acknowledgement copies of recordings in the U.S. Patent and Trademark Office of notices in respect of patents, patent applications, trademark registrations and trademark applications of OptiMark and/or the Subsidiaries created by the Security Agreement or the Guarantees if, in the opinion of Softbank, such filings should be made and (iii) evidence of the completion of all other recordings and filings and such other actions necessary or, in the opinion of Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees. (h) There shall not be pending or threatened any action or proceeding before any court or administrative agency relating to the transactions contemplated by this Loan Agreement, the Existing Loan Agreements or the Related Documents which could reasonably be expected to materially impair the ability of OptiMark to perform its obligations under this Loan Agreement or under the Related Documents or which could reasonably be expected to materially impair the ability of OptiMark to issue the Series F Preferred Stock or materially adversely affect the rights of the Series F Preferred Stock. (i) Except as described in OptiMark's Quarterly Report on Form 10-Q dated November 14, 2001 (the "10-Q"), OptiMark's Annual Report on Form 10-K on file with the SEC as of the Effective Date (the "10-K"), or otherwise described on Exhibit 5.1(i) of this Loan Agreement, since September 30, 2001, there has been no event, occurrence, change, development or state of affairs that had or will have a Material Adverse Effect. (j) Softbank shall have received such other documents as Softbank may reasonably request.

Conditions. GMAC This Amendment shall be permitted to designatebecome effective as of the date (the “Amendment No. 3 Effective Date”) when, and the Purchaser shall be permitted to accept the designation ofonly when, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions precedent shall have been (or is or will be substantially concurrently therewith) satisfied: (a) The Administrative Agent (or its counsel) shall have received from each of Company, Holdings and the Required Note-Holders either (i) a counterpart of this Amendment signed on behalf of Company, Holdings and the Required Note-Holders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic communication permitted under the Purchase Agreement of a signed signature page of this Amendment) that each of Company, Holdings and the Required Note-Holders have signed a counterpart of this Amendment; (b) The Administrative Agent and the Required Note-Holders shall have received evidence satisfactory to the Administrative Agent that Company and the Required Lenders (as defined in the Senior Credit Agreement) shall have entered into an amendment of the Senior Credit Agreement in form and substance as set forth on Schedule I hereto; (c) Company shall have paid to the Administrative Agent, for the benefit of each Purchaser who consents to this Amendment on or prior to 5:00 p.m. on October 28, 2009, a fee (in immediately available funds) on the related Addition Date: (i) GMAC shall represent that Amendment No. 3 Effective Date in an amount equal to 20 basis points of each such Purchaser’s outstanding principal balance of Notes as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Business Day ending immediately prior to the Purchaser on such Addition Date is an Eligible ReceivableAmendment No. 3 Effective Date; (iid) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections Except with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered amendments to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions Purchase Agreement set forth in Section 2.7(b1(b)(3) and Section 1(i) of this Amendment (which amendments shall become effective on the Trust Sale date this Amendment has been executed by Company, Holdings and Servicing Agreement the Required Note-Holders and to the extent all the other conditions in this Section 3 have been satisfied), the Merger Transactions shall have been satisfiedconsummated; and (viiie) GMAC Company shall have delivered paid (or have caused to be paid), in each case to the Purchaser an Opinion extent invoiced prior to the satisfaction of Counsel (a) through (d) of GMAC substantially this Section 3, all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the form preparation, reproduction, execution and delivery of Exhibit D.this Amendment (including, without limitation, the reasonable fees, charges, disbursements and out-of-pocket expenses of Loeb & Loeb LLP with respect thereto).

Conditions. GMAC No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be permitted to designatemade thereunder (and assuming, in the case of any Incremental Facility, that the entire amount of such Incremental Facility is funded), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each application of the following conditions on or prior to the related Addition Dateproceeds therefrom: (A) no Default or Event of Default shall exist at the time of funding; provided that, to the extent the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) GMAC shall represent that as of the related Additional Cut-Off Date each date the signing of the Limited Condition Acquisition Agreement, no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of the funding of such Additional Account Incremental Facility, no Default or Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on continuing at such Addition Date is an Eligible Receivabletime of funding; (iiB) GMAC shall as of the last day of the most recent Fiscal Quarter for which financial statements have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be been delivered pursuant to Section 7.02(d)5.1, the Senior Leverage Ratio recomputed on a pro forma basis shall not exceed 3.75:1.00; provided that if the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Senior Leverage Ratio shall be determined as of the date that the applicable Limited Condition Acquisition Agreement is entered into, and calculated as if such Limited Condition Acquisition (and any other pending Limited Condition Acquisition) and other pro forma events in connection therewith were consummated on such date; (iiiC) GMAC proceeds of such Incremental Term Loan shall have agreed be used solely to deliver finance or refinance the purchase price of, and to pay fees, costs and expenses in connection with, a Permitted Acquisition consummated substantially concurrently with the incurrence thereof or within forty-five (45) days prior to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datedate of incurrence; (ivD) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor such Incremental Facility shall constitute “Senior Obligations” under any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedSubordination Agreement; and (viiiE) GMAC Agent shall have delivered received a certificate of a Responsible Officer of the Borrower certifying as to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing.

Conditions. GMAC No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be permitted to designatemade thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each application of the following conditions on or prior to the related Addition Dateproceeds therefrom: (iA) GMAC no Default or Event of Default shall represent exist at the time of funding; provided, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Limited Condition Acquisition, the Persons providing such Incremental Term Loan may agree to a “Funds Certain Provision” that does not impose as a condition to funding thereof that no Default or Event of Default exists at the time the Permitted Acquisition is consummated (other than an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g)), in which event the condition shall be that no Default or Event of Default shall exist, in each case, on the date on which the Limited Condition Acquisition Agreement with respect to such Permitted Acquisition is executed and delivered by the parties thereto, and no Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall exist on the date of consummation of such Limited Condition Acquisition; ​ ​ (B) no commitment of any Lender shall be increased without the consent of such Lender, and any Person providing an Incremental Term Loan Commitment or Incremental Revolving Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, as applicable; (C) all representations and warranties under the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein); (D) as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to last day of the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall most recent Fiscal Quarter for which financial statements have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be been delivered pursuant to Section 7.02(d5.1, the Consolidated Total Net Leverage Ratio recomputed on a pro forma basis shall not exceed 2.00 to 1.00; provided that in no event shall the proceeds from any such Incremental Facility be netted for purposes of calculating the foregoing Consolidated Total Net Leverage Ratio; (E) proceeds of such Incremental Facility will be used for working capital and other general corporate purposes of Borrowers and their Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents); (iiiF) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedreserved; and (viiiG) GMAC Agent shall have delivered received a certificate of a Responsible Officer of the Borrower Representative certifying as to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing.

Conditions. GMAC It shall be permitted a condition to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction effectiveness of each of the following conditions this Assumption Agreement that on or prior to before the related Addition Closing Date: , (i) GMAC fee simple title to the Tulare Property shall represent that have been conveyed by Borrower to Assumptor, with the conveyance instrument recorded with the land records recording officer of Tulare County, California, (ii) the Assumptor shall cause to be delivered to the Noteholder an opinion of counsel, satisfactory to the Noteholder, in its sole discretion, as to form, substance and rendering attorney, opining to the validity and enforceability of this Assumption Agreement and the terms and provisions hereof, and any other agreement executed in connection with the transactions contemplated hereby, the authority of the Assumptor and any constituents of the Assumptor, to execute and deliver this Assumption Agreement and perform their obligations under the Tulare Note and other Tulare Loan Documents, and such other matters as reasonably requested by the Noteholder, (iii) Assumptor and Borrower shall cause to be delivered to Noteholder, at Borrower’s and Assumptor’s expense, a lender’s title policy, or an endorsement to an existing lender’s policy, insuring the Tulare Deed of Trust as modified by this Assumption Agreement as a valid first lien on the Tulare Property, naming the Noteholder as the insured thereunder, and naming the Assumptor as owner of the Tulare Property, which policy shall insure that, as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed date of the recording of this Assumption Agreement, the Tulare Property shall not be subject to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit any additional exceptions or liens other than those conditions in the Collection Accountoriginal title policy insuring the lien of the Tulare Deed of Trust and delivered in connection with the Tulare Deed of Trust, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) Assumptor shall obtain, and provide Noteholder with proof thereof satisfactory to Noteholder, insurance for the Tulare Property which satisfies the requirements of the Tulare Deed of Trust, and (v) Assumptor shall deliver to Noteholder such other documents as Noteholder shall reasonably request such as new financing statements or amendments to existing financing statements. Noteholder, at any time, may in its sole discretion and in writing, waive the requirements of this section and upon such waiver, this Assumption Agreement shall be effective, as Noteholder’s election, as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct Closing Date or as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate date of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such writing.

Conditions. GMAC The increased or new Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableconditions set forth in Section 4.02 shall be satisfied; (ii) GMAC no Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Increase Effective Date; (iii) GMAC shall have agreed to deliver after giving pro forma effect to the Purchaserborrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, for deposit the Borrowers shall, as of such date, be in compliance with the Collection Accountcovenant set forth in Section 6.10, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateapplicable; (iv) as the Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyRevolving Loans pursuant to Section 2.23(d); (v) the Schedule of Accounts Borrowers shall have been amended deliver or cause to reflect be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Datetransaction; (vi) GMAC any such increase, and the incurrence of Indebtedness pursuant thereto, shall have delivered to be permitted by the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveIntercreditor Agreement and any applicable Holdings Intercreditor Agreement; (vii) if any Loan Party or any of its Subsidiaries owns or will 198 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW acquire any Margin Stock, Borrowers shall deliver to each Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender and each Issuing Bank), duly executed and delivered by the conditions set forth Borrowers, together with such other documentation as each Agent shall reasonably request, in Section 2.7(b) order to enable each Agent, the Lenders, and the Issuing Banks to comply with any of the Trust Sale and Servicing Agreement shall have been satisfiedrequirements under Regulation T, Regulation U or Regulation X; and (viii) GMAC any such increase shall have delivered be permitted under the Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the Purchaser an Opinion obligation of Counsel any Loan Party or any of GMAC substantially its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the form of Exhibit D.Intercreditor Agreement).

Conditions. GMAC Such Incremental Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Immediately after giving effect to the Purchaser funding of such Incremental Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the foregoing condition may be limited by the Lenders providing such Incremental Facility to (x) on the LCA Test Date, immediately after giving effect to the funding of such Addition Date is an Eligible ReceivableIncremental Facility, no Event of Default would exist and (y) on the date of funding of such Incremental Facility, no Event of Default under Section 8.01(a), (b), (g) or (h) would exist immediately after giving effect to the funding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; (ii) GMAC the proceeds of the Incremental Loans shall have delivered to the Purchaser a duly executed written assignment be used in substantially the form of Exhibit C accordance with Section 3.11 and the list required to be delivered pursuant to Section 7.02(d)5.08; (iii) GMAC the Borrower shall have agreed deliver or cause to deliver be delivered any customary amendments to the Purchaser, for deposit in the Collection Account, to the extent required Loan Documents or other documents reasonably requested by the Trust Sale and Servicing Agreement, all Collections Administrative Agent or any Incremental Lender in connection with respect to the Eligible Receivables arising in any such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datetransaction; (iv) as any such Incremental Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by Incremental Loan Commitments available at such transfer nor is either of them aware of any pending insolvencytime); (v) any Incremental Facilities shall be secured on a pari passu basis with the Schedule Loans, shall not be secured by a Lien on any assets of Accounts the Borrower or any Guarantor not constituting Collateral and shall have been amended not be guaranteed by any person other than the Guarantors; and (vi) subject to reflect such Additional Accounts customary “SunGard” limitations consistent with those applicable to the Closing Date Acquisition (to the extent agreed to by the Lenders providing the applicable Incremental Facility and the Schedule extent the proceeds of Accounts as so amended the applicable Incremental Facility are being used to finance a Limited Condition Acquisition), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) both before and after giving effect to such Incremental Facility (or if incurred in connection with a Limited Condition Acquisition on the LCA Test Date) with the same effect as though made on and as of the Addition Date; (vi) GMAC shall have delivered such date, except to the Purchaser a certificate extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such earlier date.

Conditions. GMAC Such Incremental Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC no Default or Event of Default shall represent that as have occurred and be continuing at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the related Additional Cut-Off Date each foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Additional Account Limited Condition Acquisition is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableexecuted; (ii) GMAC the proceeds of the Incremental Loans shall have delivered to the Purchaser a duly executed written assignment be used in substantially the form of Exhibit C accordance with Section 3.11 and the list required to be delivered pursuant to Section 7.02(d)5.08; (iii) GMAC the Borrower Agent shall have agreed deliver or cause to deliver be delivered any customary amendments to the Purchaser, for deposit in the Collection Account, to the extent required Loan Documents or other documents reasonably requested by the Trust Sale and Servicing Agreement, all Collections Administrative Agent or any Incremental Lender in connection with respect to the Eligible Receivables arising in any such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datetransaction; (iv) as any such Incremental Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by Incremental Commitments available at such transfer nor is either of them aware of any pending insolvency;time); and (v) subject to customary “Sungard” limitations (to the Schedule extent agreed to by the Lenders providing the Incremental Facility and to the extent the proceeds of Accounts shall have been amended any Incremental Facility are being used to reflect such Additional Accounts finance a Limited Condition Acquisition), each of the representations and the Schedule of Accounts as so amended warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Addition Date; (vi) GMAC shall have delivered date of such Credit Extension with the same effect as though made on and as of such date, except to the Purchaser a certificate extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such earlier date.

Conditions. GMAC shall be permitted Indemnitee hereby agrees to designatefurnish to the Company or the Company's Board of Directors any affirmations, undertakings, or similar assurances required by applicable law as a condition to indemnifying or making Expense Advances hereunder, and the Purchaser shall be permitted to accept the designation ofreceipt of any such affirmations, Additional Accountsundertakings, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior similar assurances is an express condition to the related Addition Date:Company's obligations pursuant to Section 2(a) hereof. In addition, notwithstanding the provisions of Section 2(a): (i) GMAC shall represent that as the obligations of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Company to indemnify Indemnitee pursuant to Section 2(a) shall be subject to the Purchaser on such Addition Date condition that a Reviewing Party shall not have determined (in a written opinion (which may be a so-called "reasoned opinion") in any case in which Independent Legal Counsel is an Eligible Receivable;the Reviewing Party) that Indemnitee would not be permitted to be indemnified under applicable law, or under the Company's Certificate of Incorporation or any subsequent charter document, any bylaws duly adopted by the Company or this Agreement; and (ii) GMAC shall have delivered the obligations of the Company to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required make an Expense Advance to be delivered Indemnitee pursuant to Section 7.02(d); (iii2(a) GMAC shall have agreed to deliver be subject to the Purchasercondition that, for deposit in the Collection Accountif, when and to the extent required that a Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, or under the Company's Certificate of Incorporation or any subsequent charter document, any bylaws duly adopted by the Trust Sale and Servicing Company or this Agreement, the Company shall be entitled to reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for all Collections such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by a Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as which all rights of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them appeal therefrom have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.exhausted or lapsed).

Conditions. GMAC Consummation of the Transactions contemplated by this Agreement (Section 14 is specifically excluded from this Section) is subject to and conditional upon the satisfaction, before the Settlement Date, of all of the following conditions precedent: (a) the Purchaser shall have completed a business, financial and legal due diligence on the Constituent Corporations, which due diligence shall be permitted to designatesatisfactory in the sole and absolute discretion of the Purchaser; (b) White Energy shall have completed a financial and legal due diligence on the Purchaser, which due diligence shall be satisfactory in the sole and absolute discretion of White Energy; (c) Purchaser Shareholder Approval shall have been duly obtained from the Record Purchaser Shareholders by the requisite vote under applicable law and the Purchaser’s Organizational Documents, the Post-Closing Purchaser Directors shall have been duly elected in accordance with applicable law and the Purchaser’s Organizational Documents, the Authorized Share Increase and the Name Change shall have been effected in accordance with applicable law and the Purchaser’s Organizational Documents, and the Purchaser shall have otherwise complied with all of the covenants and conditions regarding business combinations that are contained in the Purchaser’s Prospectus and in its Organizational Documents; (d) the aggregate minimum amount of Purchaser’s Funds, after deduction of the items referred to in clauses (a) and (b) of the definition of Adjusted Funds, that are available to the Purchaser and the Constituent Corporations as at the Settlement Date shall be permitted not less than $74.75 million (the Minimum Amount); (e) except as set forth on Schedule A to accept Exhibit 2 to this Agreement, the designation ofPurchaser shall have no Material Purchaser Liabilities; (f) each Party shall have obtained all regulatory, Additional Accountsshareholder or other Authorizations necessary to implement the Transactions contemplated by this Agreement either unconditionally or on conditions satisfactory to the respective Party acting reasonably; (g) the Vendor shall not have breached, in any material respect, any of the representations and warranties contained in Exhibit 1 of this Agreement; (h) a Prohibited Occurrence has not occurred in respect of any of the Constituent Corporations; (i) the Purchaser shall not have breached, in any material respect, any of the representations and warranties contained in Exhibit 2 of this Agreement; (j) a Prohibited Occurrence has not occurred in respect of the Purchaser; (k) no event shall have occurred which shall have a Material Adverse Effect upon the Constituent Corporations, their Business or the value of the Subject Shares or the Constituent Corporations Shares; (l) no event shall have occurred which shall have a Material Adverse Effect upon the Purchaser, its financial condition or the value of the Purchaser Shares; (m) the Vendor shall have assigned to the Constituent Corporations all of its right, title and interest in and to all of the Material Contracts; (n) all Affiliated Obligations shall be capitalized and terminated and neither WET nor any of the other Constituent Corporations shall have any obligation or liability to White Energy or any of the other Excluded Subsidiaries in respect of such Affiliated Obligations; (o) the Purchaser shall have delivered an opinion of counsel to Purchaser reasonably satisfactory to the Vendor; (p) holders of less than 35% of the 11,500,000 Purchaser Shares issued in the Purchaser’s initial public offering and held by Record Purchaser Shareholders shall have voted against the Transactions and exercised their rights to redeem their shares in accordance with Section 2.03(athe procedures set forth in the Purchaser’s Prospectus and the Purchaser’s Organizational Documents; (q) only upon satisfaction [Intentionally omitted]; (r) the Purchaser shall have delivered to Vendor a fully executed copy of each of the following conditions on or prior an amendment to the related Addition Dateregistration rights agreement dated January [16], 2008 by and among the Purchaser and the Initial Stockholders (as such term is defined therein) party thereto in form and substance mutually satisfactory to the Vendor and Purchaser; (s) [Intentionally omitted]; (t) the sale and issuance of: (i) GMAC any Additional Securities and White Energy Dedicated Securities that constitute or may be included in Assumed Liabilities shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser be issued only on such Addition Date is an Eligible Receivable;terms and conditions that are mutually acceptable to both White Energy and the Purchaser; and (ii) GMAC White Energy Dedicated Securities that (A) are limited to ordinary shares or common shares, (B) do not constitute and are not included in Assumed Liabilities, and (C) may be issued without the approval of the shareholders of White Energy under ASX Rules or the Corporations Act may be issued by White Energy on commercially reasonable terms, without the prior written approval of the Purchaser. (u) White Energy and the Purchaser shall have delivered entered into an agreement with the noteholders pursuant to the convertible note deed dated 10 October 2007 to amend, restate or modify certain terms and conditions of the Assumed Liability reflected in such convertible note deed, all in a manner that shall be mutually satisfactory to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyWhite Energy; (v) On or before the Schedule date of Accounts mailing of the Purchaser Proxy Statement to the Purchaser Shareholders, White Energy shall have been amended use its reasonable endeavours to reflect procure (but without being legally bound to so procure) from the record holders of not less than 50% (or such Additional Accounts lesser percentage as shall be reasonably acceptable to Purchaser) of the total number of issued and outstanding White Energy Shares entitled to vote at any regular or extraordinary meeting of White Energy shareholders called in whole or in part to consider this Agreement and the Schedule of Accounts as so amended shall be true transactions contemplated hereby (the White Energy Shareholders Meeting), an agreement from such Persons or their authorized representative (collectively, the White Energy Majority Shareholders), in form and correct as content reasonably satisfactory to the Purchaser, to vote all of the Addition DateWhite Energy Shares which such White Energy Majority Shareholders are authorized to vote, in favour of this Agreement and consummation of all of the transactions contemplated hereby (the White Energy Majority Shareholders Consents); (viw) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming shall execute such documentation as is reasonably required by White Energy whereby the items set forth Purchaser shall expressly assume all obligations in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) respect of the Trust Sale and Servicing Agreement shall have been satisfiedpayment of, all Assumed Liabilities; and (viiix) GMAC shall have delivered the delivery of Disclosure Schedules by the disclosing Party to the Purchaser an Opinion of Counsel of GMAC substantially in recipient Party within 14 days after the form of Exhibit D.Execution Date.

Conditions. GMAC At Closing, the Companies shall deliver or cause to ---------- be delivered to UBS Limited one or more stock certificates registered in the name of UBS Limited representing the number of Purchase Shares set forth in Section 2 above. The obligation of the Companies to complete the sale of the Purchase Shares and deliver such stock certificate(s) to UBS Limited at the Closing shall be permitted subject to designatethe following conditions, any one or more of which may be waived by both of the Companies acting together: (i) receipt by the Companies of Federal Funds (or other mutually agreed upon form of payment) in the full amount of the purchase price for the Purchase Shares being purchased hereunder, (ii) the accuracy in all material respects, as of the Closing Date, of the representations and warranties made by the UBS Parties herein and the Purchaser shall be permitted to accept the designation of, Additional Accountsfulfillment, in accordance with Section 2.03(a) only upon satisfaction of each all material respects, as of the following conditions on or Closing Date, of those undertakings of the UBS Parties to be fulfilled prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); Closing, (iii) GMAC the Forward Stock Purchase Agreement shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required been fully executed by the Trust Sale parties thereto and Servicing Agreement, all Collections (iv) receipt by the Companies of a cross-receipt with respect to the Eligible Receivables arising Purchase Shares executed by UBS Limited. UBS Limited's obligation to accept delivery of such stock certificate(s) and to pay for the Purchase Shares evidenced thereby shall be subject to the following conditions: (i) the accuracy in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) all material respects, as of the Addition Closing Date, neither GMAC nor of the Purchaser is insolvent nor shall any of them have been representations and warranties made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts Companies herein and the Schedule of Accounts as so amended shall be true and correct fulfillment in all material respects, as of the Addition Closing Date; , of those undertakings of the Companies to be fulfilled prior to Closing; and (viii) GMAC the UBS Parties shall have received all opinions and certificates to be delivered by the Companies pursuant to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.this Agreement.

Conditions. GMAC shall 8.1. The obligations of Purchaser under this Agreement are subject to the satisfaction on or before the Closing Date, as such date may be permitted extended pursuant to designateSection 8.2, and the Purchaser shall be permitted to accept the designation ofof all conditions contained in this Agreement, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of including each of the following conditions on or prior to the related Addition Date:(any of which may be waived by Purchaser, in Purchaser’s sole and absolute discretion, but only in writing): (ia) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct in all material respects as of the Addition Date;Closing Date as though such representations and warranties were made and restated on and as of such date, and no Seller Default shall then exist. (b) Fee simple title to the Property shall be conveyed in accordance with the requirements of this Agreement. An examination of title to and survey of the Real Property conducted on the Closing Date shall disclose no lien, encumbrance, encroachment, defect or other matter affecting the status of title or survey to the Real Property except for the Permitted Exceptions. In addition, the title insurance company conducting the title examination (the “Title Company”) shall be prepared to issue to Purchaser, at standard rates and with such provisions for reinsurance as Purchaser shall reasonably request (and subject to (i) Purchaser’s obligation to pay the premium in respect thereof, and (ii) Purchaser’s and Seller’s respective obligations to satisfy any conditions specified by the Title Company or by Synthetic Lessor (if applicable) for such issuance, which, in the case of any special provisions or endorsements relating to Purchaser’s synthetic lease requirements, will not involve conditions or requirements that are significantly more burdensome to Seller than those customarily applicable to sellers in order to secure the issuance of a typical owner’s (or lender’s or leasehold owner’s) title insurance policy unless Seller is indemnified by VeriSign, Inc. (or other creditworthy entity acceptable to Seller in its sole discretion) against such matters), an ALTA Form B (10-17-70 revision, or other form acceptable to Purchaser in its sole discretion) owner’s title insurance policy (for the actual titleholder of the Property) in the amount of the Purchase Price at a minimum, insuring that the fee simple estate to the Real Property is vested in such owner with exception only for the Permitted Exceptions, and without mechanic’s lien, survey, encroachment, creditors’ rights and other standard exceptions, as well as, if the conveyance shall be by synthetic lease: (A) a leasehold policy insuring the tenant with respect to its leasehold interest in the Property; (B) a mortgagee policy for the synthetic lessor insuring that, among other things, the Deed of Trust insured thereby creates a valid first lien on the synthetic lessor’s fee title to the Property, free and clear of all defects and encumbrances, except Permitted Exceptions; and (C) an alternate policy (or endorsement) for the synthetic lessor providing for the possibility of recharacterization, all as may be customary for synthetic lease transactions, and (D) any additional endorsements to any such policies, as may be required by Synthetic Lessor (collectively, the “Title Policy”). In addition, the survey shall be certified to Purchaser, the synthetic lessor and the Title Company, and shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999. Without limiting the generality of the foregoing, there shall be surveyed and shown on such survey the following: (i) the locations on such Property of all the buildings, structures and other improvements, if any, and the established building setback lines; (ii) the lines of streets abutting such Property; (iii) all access and other easements appurtenant to such Property; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting such Property, whether recorded, apparent from a physical inspection of the Property or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building, structures and improvements on such Property; and (vi) GMAC if such Property is described as being on a filed map, a legend relating the survey to said map. (c) Except as provided in Section 9 (concerning casualty and condemnation), there shall have been no material adverse change in the physical condition of the Property or any part thereof, or any systems or equipment included therein, between the Effective Date and the Closing Date. (d) At Closing, possession of the Property shall be delivered as then required by the Lease (concerning Final Completion) and this Agreement and Purchaser shall have received all certificates if occupancy, all Design and Construction Agreements, and all other Permits for the lawful use, occupancy and operation of the Property (including appurtenant parking uses). (e) No Permits issued prior to Closing and necessary for operation of the Building, or for Purchaser’s Permitted Use after delivery of possession of the Premises under the Lease, shall have been revoked. (f) The existing zoning classification of the Property shall not have been changed in any manner adverse to Purchaser or the Property in more than a de minimis manner, and no down-zoning or other adverse change in the zoning requirements applicable to the Purchaser a certificate Property shall have been enacted, proposed or threatened. (g) All applicable Existing Service Contracts and Existing Employees shall have been terminated to the extent required in accordance with Section 7.3. (h) There shall have been no Hazardous Materials introduced in, on or under the Property (other than by Purchaser, its agents, employees or contractors) between the Effective Date and the Closing Date, in violation of an Authorized Officer of GMAC confirming the items set forth in clauses any Environmental Laws. (i) through (v) above; (vii) There shall be no monetary or material non-monetary default by Seller as Landlord under the conditions set forth Lease which extends uncured beyond any cure or grace period provided for in the Lease or in Section 2.7(b8.2, whichever is shorter. 8.2. If any condition described in Section 8.1 is not satisfied by the Closing Date, then either Seller or Purchaser shall have the right, at its option, to extend the Closing Date upon not less than five (5) days’ notice to the other party, provided that Seller shall not have the right to extend the Closing Date pursuant to this Section 8.2 to a date which is later than ten (10) business days prior to the Commitment Expiration Date, as defined herein. Such extension (if any) (i) shall, with respect to Seller only, be for the sole purpose of using reasonable and diligent efforts to cause any unsatisfied condition to be satisfied, and (ii) may be invoked as to one or as to more than one condition, and from time to time during such period (subject to the 60-day aggregate period), and (iii) will (except as provided above with respect to the Commitment Expiration Date) allow for extensions of up to sixty (60) days in the aggregate or until such conditions are satisfied, whichever is earlier, as long as Seller is continuing diligent efforts to bring about the satisfaction of any such conditions. Subject to the foregoing right to extend, in the event of the Trust Sale failure of any condition which is not caused by a Seller Default (as hereinafter defined, which event is covered by Section 13 below), Purchaser shall be entitled to either (x) terminate this Agreement or (y) waive such failed condition and Servicing proceed to Closing hereunder (subject to Section 13.1). Upon any termination of this Agreement by Purchaser as aforesaid, Seller and Purchaser shall have been satisfied; and each be released from any and all further liability under this Agreement (viii) GMAC shall have delivered other than under provisions which by their terms specifically survive any termination of this Agreement). Notwithstanding anything in this Section 8.2 to the Purchaser an Opinion of Counsel of GMAC substantially contrary, if this Agreement is assigned to a COPT Entity, then in no event shall Seller extend the form of Exhibit D.Closing Date beyond June 30, 2003 without Purchaser’s prior written consent.

Conditions. GMAC (a) Except for representations and warranties expressly made solely as of a prior date, all warranties and representations made by Seller herein to Buyer shall be permitted to designatetrue and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement, and with the Purchaser shall be permitted same effect as if such warranties and representations had been made by Seller to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each Buyer on and as of the following Closing Date; (b) Seller shall have performed and complied in all material respects with all agreements, covenants, and conditions herein required to be performed or complied with on Seller’s part on or prior to the related Addition Closing Date:; (c) each of the Consents that Seller has been able to obtain pursuant to Section 5.4 above, shall have been delivered to Buyer, with no material adverse change to the terms of the Assumed Contracts with respect to which such Consent shall have been obtained, unless Buyer shall have consented in writing to such change; (d) Buyer shall have received duly executed and delivered copies of the consents to the assignment of the Affiliation Agreements to Buyer, such Affiliation Agreements shall be in full force and effect in accordance with their terms, and Seller shall not have received any (i) notice of termination or an intent to terminate, or (ii) notice (including constructive notice by public announcement) that the network or other party to such Affiliation Agreements intends to cease or suspend the network operations contemplated by such Affiliation Agreements, or CBS or Fox, as applicable, shall be willing to enter into a new network affiliation agreement with Buyer on terms and conditions substantially similar in all material respects to the existing Affiliation Agreements or otherwise reasonably acceptable to Buyer; (e) Seller shall be the holder of the FCC Licenses and there shall not have been any modification with respect to such FCC Licenses which has a Material Adverse Effect other than proceedings generally applicable to the television broadcast industry; (f) no proceeding (other than proceedings generally applicable to the television broadcast industry) shall be pending before the FCC, the reasonably likely effect of which would be to revoke, cancel, fail to renew, suspend, or materially adversely modify the FCC Licenses; (g) all applicable waiting periods (and extensions thereunder) under the HSR Act, if applicable, shall have expired or otherwise been terminated; (h) the FCC Consent shall have been granted without any “materially adverse condition” (as defined in Section 5.1(b)) having been imposed upon Seller or Buyer, except as may be the result of Buyer’s actions or failure to take any action reasonably required to obtain such FCC Consent, shall be in full force and effect, and, unless waived by the Buyer, shall have become a Final Order. For the purpose of this Agreement, an action or order of the FCC granting the FCC’s Consent shall be deemed to have become a “Final Order” when such action or order shall have been issued by the FCC in writing, setting forth the FCC Consent, and (i) so long as such action or order shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (ii) so long as no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall be pending, when the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall have expired; and (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts there shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.no Material Adverse Effect.

Conditions. GMAC In addition to any other conditions to the Loan set out in the Agreement, NBE will not make the Loan until NBE shall have received from Borrower, in form and substance satisfactory to NBE, such documents, and completion of such other matters, as NBE may reasonably deem necessary or appropriate, including that there shall be permitted no discovery of any facts or circumstances which would, as determined by NBE in its sole discretion, negatively affect or be reasonably expected to designatenegatively affect the collectability of the Obligations, NBE’s security interest in Borrower’s Collateral or the value thereof. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ agrees to deliver to NBE each item required to be delivered to NBE under the Agreement as a condition precedent to the Loan. Borrower expressly agrees that a Loan made prior to the receipt by NBE of any such item shall not constitute a waiver by NBE of Borrower’s obligation to deliver such item, and the Purchaser making of the Loan in the absence of a required item shall be permitted in NBE’s sole discretion. Without limiting the foregoing, as conditions precedent to accept the designation ofLoan, Additional AccountsBorrower shall provide, duly executed by the parties thereto, as applicable: (a) the Agreement (including this Schedule); (b) a Control Agreement among Borrower, NBE and US Bank, N.A. in accordance respect of ▇▇▇▇▇▇▇▇’s Deposit Account(s) with Section 2.03(aUS Bank, N.A.; (c) only upon satisfaction an Intellectual Property Security Agreement and related Collateral Agreements and Notices in respect of Borrower’s Intellectual Property; (d) true and correct certified copies of ▇▇▇▇▇▇▇▇’s Constitutional Documents, together with a good standing certificate in respect of Borrower certified by the Secretary of State Maryland, together with good standing or foreign qualification certificates from the states of Wisconsin and Pennsylvania, each of the following conditions on or above as of a date no earlier than sixty (60) days prior to the related Addition Effective Date:; (e) a Certificate of Incumbency and a Secretary’s Certificate certifying the Constitutional Documents of Borrower, together with borrowing resolutions of the Board of Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party; (f) no later than two (2) Business Days prior to the Effective Date, a duly-executed payoff letter between Borrower and US Bank, N.A. (to the extent any monetary obligations are unpaid outstanding), together with evidence of the termination of all agreements in respect of such obligations, and the termination of all Liens in respect of such obligations (including copies of all instruments and filings evidencing such terminations); (g) evidence of the termination of all Liens of record in respect of ▇▇▇▇▇▇▇▇ (including in Maryland and Wisconsin); (h) the Investor Subordination Agreement(s), duly executed by the each holder of Borrower Indebtedness; (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivablea Solvency Certificate, in agreed form, duly executed by a Responsible Officer; (iij) GMAC certified copies, dated as of a recent date, of Security Instrument searches, as NBE shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such Security Instruments either constitute Permitted Liens or have delivered to been terminated or released; (k) the Purchaser a Representations, duly executed written assignment by ▇▇▇▇▇▇▇▇; (l) landlord consents executed in substantially the form favor of Exhibit C NBE by ▇▇▇▇▇▇▇▇’s principal office lessor in respect of its premises in Madison, Wisconsin and, if required by NBE, each other premises where Borrower holds Collateral with a fair value in excess of $10,000, and the list required to be delivered pursuant to Section 7.02(dwarehouseman’s/bailee waivers in respect of third-party premises where Collateral with a fair value in excess of $10,000 is stored or housed, including Borrower’s facility at Embedtek (Waukesha, Wisconsin); (iiim) GMAC shall have agreed evidence satisfactory to deliver NBE in appropriate form that the insurance policies and/or endorsements in favor of NBE required pursuant to Section 4.3 of the Purchaser, for deposit Agreement are in the Collection Account, to the extent required by the Trust Sale full force and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateeffect; (ivn) as payment of the Addition Date, neither GMAC nor Loan Commitment Fee specified in Section 3 of this Schedule and payment of NBE’s Lender Expenses incurred in connection with the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyLoan; (vo) evidence satisfactory to NBE that the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions condition set forth in Section 2.7(b8(d) of the Trust Sale and Servicing Agreement shall have this Schedule (Effective Date Equity Requirement) has been satisfied; (p) evidence satisfactory to NBE that the condition set forth in Section 8(e) of this Schedule (Affirmative Majority Disinterested Director Approval Requirement) has been satisfied; (q) evidence satisfactory to NBE that the condition set forth in Section 8(f) of this Schedule (Director Resignation Requirement) has been satisfied; (r) as a condition subsequent to be satisfied within ninety (90) days of the Effective Date, Borrower shall diligently pursue and procure through its all reasonable commercial efforts a waiver in favor of NBE from Equinix for Borrower property co-located in Equinix premises; (s) any third-party consents required in order for Borrower to lawfully enter into and perform the Loan Documents without breaching third-party obligations; and (viiit) GMAC shall have delivered to the Purchaser an Opinion extent that the conditions to the Agreement have not been completed as of Counsel the Effective Date, a post-closing obligations letter in NBE’s customary form by which NBE waives or defers performance of GMAC substantially such conditions as NBE is willing to defer in the form of Exhibit D.its sole business discretion. 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Conditions. GMAC This Agreement shall be permitted to designate, and become effective as of the Purchaser shall be permitted to accept first date (the designation of, Additional Accounts, in accordance with Section 2.03(a“2015 Refinancing Effective Date”) only upon satisfaction of when each of the following conditions on or prior to the related Addition Dateshall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from each Loan Party, the Refinancing Term Lender and the Administrative Agent (i) GMAC shall represent that as a counterpart of the related Additional Cut-Off Date each this Agreement signed on behalf of such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed party or (ii) written evidence reasonably satisfactory to the Purchaser on Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such Addition Date is an Eligible Receivableparty has signed a counterpart of this Agreement; (iib) GMAC the Administrative Agent shall have delivered to the Purchaser a duly executed written assignment in substantially the form received any required notice of Exhibit C and the list required to be delivered borrowing of Refinancing Term Loans pursuant to Section 7.02(d)2.03 of the Credit Agreement; provided, that such notice of borrowing shall be delivered in accordance the time periods specified in Section 2.03 of the Credit Agreement or such shorter period as the Administrative Agent may agree; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vc) the Schedule of Accounts shall have been amended to reflect such Additional Accounts representations and the Schedule of Accounts as so amended warranties set forth in Section 4 above shall be true and correct as of the Addition Datedate hereof; (vid) GMAC the Administrative Agent shall have delivered to received a certificate, dated the Purchaser 2015 Refinancing Effective Date and executed by a certificate of an Authorized Responsible Officer of GMAC the Borrower, confirming the items accuracy of the representations and warranties set forth in clauses (i) through (v) Section 4 above; (viie) the conditions set forth Administrative Agent shall have received, on behalf of itself and the Refinancing Term Lender, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Refinancing Term Lender and (iii) in Section 2.7(bform and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request; (f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the 2014 Refinancing Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans; (g) the payment of the Trust Sale and Servicing Agreement Term B Loan Repayment Amount by the Borrower to the Administrative Agent for the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the Term B Loans outstanding on the 2015 Refinancing Effective Date, shall have been satisfiedoccur simultaneously with the Borrowing of such Refinancing Term Loans; and (viiih) GMAC any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) owing by the Borrower to the Administrative Agent and invoiced prior to the date hereof shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially been paid in the form of Exhibit D.full.

Conditions. GMAC shall be The Transferor is permitted to designate, transfer to the Issuer the Receivables and all Related Security related thereto arising in connection with any Additional Accounts designated by the Purchaser shall be permitted Transferor pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.06(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Transferor has provided the Owner Trustee, the Indenture Trustee, the Rating Agencies and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such any Series Enhancers with a timely Addition Date is an Eligible ReceivableNotice; (ii) GMAC shall have the Transferor has delivered to the Purchaser Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit C and A (the list required to be delivered pursuant to "Assignment"), along with the applicable Additional Account Schedule in accordance with Section 7.02(d2.01(d)(iii); (iii) GMAC shall have agreed to deliver the Transferor has delivered to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Servicer all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts; (C) the Additional Account Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of each of the Notice Date and the Addition Date, neither GMAC nor none of the Purchaser Seller, the Transferor or the Servicer is insolvent nor shall any of them have been or will be made insolvent by such the transfer nor is either and none of them is aware of any pending events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Receivables arising in connection with such Additional Accounts will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur; (v) the Schedule Transferor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Accounts shall have been amended Counsel with respect to reflect such the Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) except in the Schedule case of Accounts as so amended shall be true and correct as of the Addition Date;an addition required by Section 2.06(a), a Tax Opinion with respect to such addition; and (vi) GMAC shall have the Transferor has delivered to the Purchaser a certificate Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of an Authorized Officer such officer's knowledge, the satisfaction of GMAC confirming each of the items conditions set forth in clauses (i) through (v) above; (vii) . Each of the conditions Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.so relying.

Conditions. GMAC shall be permitted a. The making of any Advance hereunder is subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on precedent: at the time of a request for an Advance, there shall exist no Event of Default (defined hereinafter) or prior circumstance which, with the passage of time or giving of notice or both, would constitute an Event of Default (any such circumstance being referred to the related Addition Date: (iherein as a "Potential Default") GMAC shall represent that as and each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account ----------------- representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties set forth or incorporated herein shall be true and correct in all material respects with the same force and effect as if the representations and warranties had been made on and as of such time, except to the Addition Date;extent that any representation or warranty may expressly relate solely to an earlier date. (vi) GMAC b. ABN AMRO shall have delivered received from Borrower, in form and substance satisfactory to ABN AMRO, the following: i. On or prior to the Purchaser a certificate date of an Authorized Officer the first Advance, guaranties, in form and substance satisfactory to ABN AMRO, from Cable Design Technologies Corporation ("Parent") and all material domestic ------ subsidiaries of GMAC confirming Borrower (the items set forth in clauses (i) through (v) above; (vii) Parent and such subsidiaries are collectively referred to herein as the conditions set forth in Section 2.7(b"Guarantors") of the Trust Sale ---------- obligations of Borrower arising under the Loan Documents. ii. Within twenty (20) days of the date of the first Advance, copies of ▇▇▇▇▇▇▇▇'s and Servicing each Guarantors' Certificate or Articles of Incorporation, certified by the relevant Secretary of State, and Bylaws certified to Bank by the appropriate corporate Secretaries, together with copies of the resolutions of the Boards of Directors of Borrower and the Guarantors authorizing the execution, delivery, and performance of this Agreement shall have been satisfied; andand the other Loan Documents by a specified number of authorized officers whose specimen signatures and such resolutions are certified by the appropriate corporate Secretary, and a good standing certificate of Borrower and each Guarantor, certified by the relevant Secretary of State; iii. Within ten (viii10) GMAC shall have delivered days of the date of the first Advance, an opinion of counsel to ▇▇▇▇▇▇▇▇ and the Purchaser an Opinion of Counsel of GMAC Guarantors substantially in the form of Exhibit D.provided in connection with the Existing Credit Agreement (defined hereinafter); and iv. Such additional documents as ABN AMRO may reasonably request.

Conditions. GMAC This Amendment shall be permitted to designate, and become effective as of the Purchaser shall be permitted to accept date (the designation of, Additional Accounts, in accordance with Section 2.03(a“First Amendment Effective Date”) only upon satisfaction of which each of the following conditions on is satisfied (or waived by the Investor): (a) The Company and the Investor shall have duly executed and delivered this Amendment. (b) The Company, the applicable Subsidiaries of the Company, the Lenders and Oaktree shall have duly executed and delivered the Oaktree Second Amendment, in form and substance satisfactory to the Investor. (c) The Investor shall have received payment in cash from the Company of an amendment fee in the amount of $100,000, which amendment fee shall be payable in immediately available funds, fully earned when paid and shall not be refundable for any reason whatsoever. (d) The Company shall have paid all reasonable and documented out-of-pocket expenses incurred by the Investor in connection with the transactions contemplated by this Amendment, including but not limited to reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the Investor incurred prior to or on the related Addition First Amendment Effective Date:. (ie) GMAC shall represent that as Immediately before and immediately after giving effect to this Amendment and the Oaktree Second Amendment and the consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account transactions contemplated hereby and that each Receivable arising thereunder identified as an Eligible Receivable thereby, no Event of Default shall have occurred and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;be continuing. (iif) GMAC shall have delivered to the Purchaser a duly executed written assignment The representations and warranties set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended 3 shall be true and correct in all material respects on and as of the Addition Date; First Amendment Effective Date (vi) GMAC shall have delivered or, if made as of a specific date, as of such date); provided, that to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent that any such representation or warranty is qualified by the items set forth term “material” or “Material Adverse Effect,” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) all respects as of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.First Amendment Effective Date or such other date, as applicable.