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 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 (a) The obligations of the Investment Entity to exchange the Debt Obligations for the Exchange Notes at the Closing 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(asatisfaction (or waiver) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC Verizon 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 have furnished to the Purchaser on such Addition Date is Investment Entity an Eligible Receivableopinion of Debevoise & Xxxxxxxx LLP dated the Closing Date, with respect to (A) due authorization, execution and enforceability of this Agreement, (B) no required governmental consents and (C) no adverse claims; (ii) GMAC no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall have delivered be in effect preventing the consummation of the transactions contemplated to occur at 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 (A) the representations and warranties of Verizon in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date, (B) Verizon shall have agreed complied with all the agreements and satisfied all the conditions on its part to deliver be performed or satisfied at or prior to the PurchaserClosing Date and (C) Verizon shall have furnished to the Investment Entity a certificate of Verizon in a form reasonably satisfactory to the Investment Entity, for deposit in signed by a Vice President or Treasurer of Verizon and dated the Collection AccountClosing Date, to the extent required by the Trust Sale effect set forth in clauses (A) 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(B) above; (iv) the private letter ruling Verizon received from the Internal Revenue Service in September 2006 (as may be supplemented from time to time prior to the date hereof), shall continue to be in full force and effect 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 Purchase Agreement dated November 1, 2006 (the “Purchase Agreement”), among the Investment Entity and the Parallel Investment Entity, as selling noteholders, SpinCo, the Guarantors (as defined therein), and X.X. Xxxxxx Securities Inc. and Bear, Xxxxxxx & Co. Inc., as representatives of the initial purchasers named in Schedule of Accounts 1 thereto, shall remain in full force and effect and all the conditions precedent set forth in the Purchase Agreement shall have been amended satisfied, provided that this clause (v) shall not apply to reflect such Additional Accounts and any condition that the Schedule of Accounts as so amended Exchange shall be true and correct as of the Addition Datehave occurred; (vi) GMAC the Indenture shall have delivered to been executed substantially in the Purchaser a certificate form attached as Exhibit B hereto and shall be in full force and effect as of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveClosing Date, without any amendments or modifications thereto; (vii) the Credit Agreement to be dated as of the Closing Date (the “Credit Agreement”), among SpinCo, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Bear Xxxxxxx Corporate Lending Inc., as syndication agent, and X.X. Xxxxxx Securities Inc. and Bear, Xxxxxxx & Co. Inc., as joint lead arrangers and joint bookrunners, shall have been executed substantially in the form attached as Exhibit C hereto and shall be in full force and effect as of the Closing Date, without any amendments or modifications thereto; (viii) the spin-off of SpinCo to Verizon’s stockholders as described in the Form 10 Registration Statement filed by SpinCo shall have occurred; and (ix) no default or event of default has occurred and is continuing under the Indenture or the Credit Agreement. In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Investment Entity) on the Closing Date, this Agreement may be terminated by the Investment Entity by delivering a written notice of termination to Verizon, provided that such termination shall not be effective until the Parallel Investment Entity has also delivered a notice of termination to Verizon pursuant to Section 2.7(b4(a) of the Trust Sale Parallel Exchange Agreement. (b) The obligations of Verizon to exchange the Exchange Notes for the Debt Obligations at the Closing shall be subject to the satisfaction (or waiver) of the following conditions: (i) the Investment Entity shall have furnished to Verizon an opinion of Cravath, Swaine & Xxxxx LLP, counsel for the Investment Entity, dated the Closing Date, with respect to (A) due authorization, execution and Servicing enforceability of this Agreement, (B) no required governmental consents and (C) no adverse claims; (ii) (A) the representations and warranties of the Investment Entity in this Agreement shall be true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date, (B) the Investment Entity shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date and (C) the Investment Entity shall have furnished to Verizon a certificate of the Investment Entity in form reasonably satisfactory to Verizon, signed by an authorized officer and dated the Closing Date, to the effect set forth in clauses (A) and (B) above; (iii) the Purchase Agreement shall remain in full force and effect and all the conditions precedent set forth in the Purchase Agreement shall have been satisfied, provided that this clause shall not apply to any condition that the Exchange shall have occurred; (iv) the Indenture shall have been executed substantially in the form attached as Exhibit B hereto and shall be in full force and effect as of the Closing Date, without any amendments or modifications thereto; (v) the Credit Agreement shall have been executed substantially in the form attached as Exhibit C hereto and shall be in full force and effect as of the Closing Date, without any amendments or modifications thereto; and (viiivi) GMAC the spin-off of SpinCo to Verizon’s stockholders as described in the Form 10 Registration Statement filed by SpinCo shall have delivered occurred. In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by Verizon) on the Closing Date, this Agreement may be terminated by Verizon by delivering a written notice of termination to the Purchaser an Opinion of Counsel of GMAC substantially in Investment Entity and the form of Exhibit D.Parallel Investment Entity.

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 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 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 Event of Default shall represent that as have occurred and be continuing at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the related Additional Cut-Off Date each such Additional Account is an Eligible Account foregoing condition shall not be required to be satisfied and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed instead (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the Purchaser failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall have occurred and be continuing on such Addition the LCT Test Date is an Eligible Receivableand (y) after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof; (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 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 $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 Term 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 Term 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; (vi) subject to reflect such Additional Accounts customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the Schedule extent the proceeds of Accounts as so amended the applicable Incremental Facility are being used to finance a Limited Condition Transaction), 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 (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 of such credit extension (or if incurred in connection with a Limited Condition Transaction on the LCT Test Date; (vi) GMAC shall have delivered 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;such earlier date; and (vii) the conditions set forth solely with respect to any Incremental Facility incurred in Section 2.7(breliance on clause (ii) of the Trust Sale definition of Maximum Incremental Facilities Amount (and Servicing Agreement for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Restricted Subsidiaries shall have been satisfiedbe, on a Pro Forma Basis, in compliance with Section 6.08; and (viii) GMAC provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall have delivered to be determined instead on a Pro Forma Basis on the Purchaser an Opinion of Counsel of GMAC substantially in LCT Test Date as if the form of Exhibit D.Limited Condition Transaction had occurred on such date.

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 (a) The Company, on its own initiative, shall be permitted not change the terms and conditions of any LBL Contract, other than for any changes that are required due 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; changes in Applicable Law, (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially terms of the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); LBL Contracts or (iii) GMAC shall have agreed the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to deliver any contract riders or endorsements thereto) that are required due to the Purchaserreasons identified in clauses (i), for deposit (ii) or (iii) above, the Reinsurer will share in the Collection Account, change proportionately to the extent required by coinsurance share hereunder and the Trust Sale Company and Servicing the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement, all Collections with . 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 change required due to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth reasons identified in clauses (i) through or (viii) above;, the Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). (viib) the conditions Except as otherwise set forth or contemplated herein, including in Section 2.7(bparagraph (a) above, no changes, amendments or modifications made on or after the Inception Date of the Trust Sale terms and Servicing Agreement conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall have been satisfied; and (viii) GMAC shall have delivered be covered hereunder unless made by the Reinsurer pursuant to the Purchaser an Opinion Administrative Services Agreement or made or consented to by the Company with the prior written approval of Counsel the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of GMAC substantially in the form of Exhibit D.Reinsurer, this Agreement will cover Reinsured Risks incurred by the Company under such LBL Contract as if the non-approved changes, amendments or modifications had not been made.

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 Xxxxxxxxx’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 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 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 3.1 The Bidder shall ensure that the item(s) on which they are tendering are available, or will be available for the delivery on the date they specify on the Tender or as stipulated by the Invitation to Tender. 3.2 If requested, the Vendor shall enter into a formal contract containing such terms and conditions consistent with the terms and conditions of this Invitation to Tender as may be required. Unless and until such a formal contract is entered into, the Tender and any acceptance of the Tender shall together be the complete and only contract. 3.3 Any Purchase Order shall be permitted issued for items where definite quantities of goods at firm unit prices are shown. 3.4 Any Standing Offer Agreement shall be issued for items where unit prices are predetermined but the quantities ordered may vary. Orders shall be placed, as and when required, by a Purchase Order Under Standing Offer Agreement over the life of the Standing Offer Agreement as stipulated herein. Ordering shall be carried out on a best price available basis, provided that equipment availability and operator productivity is satisfactory to designateGovernment representatives. 3.5 Any Purchase Order or Standing Offer Agreement issued pursuant to this Invitation to Tender shall be issued in the name of the Vendor exactly as that Bidder's personal or corporate name is stated in the Tender document. Under no circumstances will a Purchase Order or Standing Offer Agreement be issued to an individual or corporation other than that named in the Tender document. Similarly, payment shall only be issued in the name of the Vendor as stated in the Tender document. 3.6 Any claims made by the Bidder in their Tender shall constitute contractual guarantees and shall be considered binding. 3.7 Any Agreement resulting from this Invitation to Tender is subject to immediate cancellation due to nonperformance or non-compliance with the requirements, terms, and conditions outlined herein. 3.8 Suppliers shall make equipment available upon notification of the Purchaser work offer. Government shall make best efforts to provide ample notice of the hire of equipment, however in urgent or emergency situations, only short notice may be possible. 3.9 The lowest bidder in or nearest the Department of Transportation & Works Subdivision Unit where the work is taking place shall be permitted given the first opportunity to accept supply the designation ofequipment. If this supplier is not available, Additional Accountsthen the next lowest bidder in or nearest the Department of Transportation & Works Subdivision Unit where the work is taking place shall be given the next opportunity. If no supplier in the work area is available to undertake the work in an acceptable time frame, then the Department shall go to the lowest or nearest available supplier in accordance with Section 2.03(a) only upon satisfaction the adjacent areas. In situations where the Supplier is required to cross over boundaries of each other Units to complete the work, the rate at the Original Rental Location will apply. In Emergency Situations, the Department reserves the right to hire any available contractor in the area regardless of a Standing Offer Agreement. 3.10 Payment of invoices shall be the responsibility of the following conditions on or prior to ordering department. Suppliers shall hold 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 Government Purchasing Agency harmless with respect to any loss, damage, or non- payment resulting from or related to any order placed with 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 supplier against 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 Standing Offer Agreement resulting from this Invitation 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.Tender.

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, Xxxxxxxx & Xxxxxxxx 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, Xxxxxxxx & Xxxxxxxx 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, Xxxxx Xxxxxxx, 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, Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx 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 If requested, the Vendor shall enter into a formal contract containing such terms and conditions consistent with the terms and conditions of this invitation to quote may be required. Unless and until such a formal contract is entered into, the quote and any acceptance of the quote shall together be the complete and only contract. 3.2 Any Standing Offer Agreement shall be permitted issued for items where unit prices are predetermined but the quantities ordered may vary. Orders shall be placed, as and when required, by a Purchase Order under a Standing Offer Agreement over the life of the Standing Offer Agreement as stipulated herein. Ordering shall be carried out on a best price available basis. 3.3 Any Purchase Order or Standing Offer Agreement issued pursuant to designatethis invitation to quote shall be issued in the name of the Vendor exactly as that Xxxxxx’s personal or corporate name is stated in the quote document. Under no circumstances will a Purchase Order or Standing Offer Agreement be issued to an individual or corporation other than that named in the quote document. Similarly, payment shall only be issued in the name of the Vendor as stated in the quote document. 3.4 Any claims made by the Bidder in their quote shall constitute contractual guarantees and shall be considered binding. 3.5 Any Agreement resulting from this invitation to quote is subject to immediate cancellation due to nonperformance or non-compliance with the requirements, terms, and conditions outlined herein. 3.6 The lowest bidder shall be given priority. If this supplier does not have the requested product immediately available, then the Town reserves the right to contact the next lowest bidder should the Town’s need be immediate. 3.7 The bidder, by submitting a quote, agrees that it will not claim damages in excess of an amount equivalent to the reasonable costs incurred by the bidder in preparing its quotation for matters relating to an agreement or in respect of the competitive process, and the Purchaser shall be permitted to accept bidder, by submitting a quote, waives any claim for loss of profits if no agreement is made with 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.bidder.

Conditions. GMAC 2.1 The obligations of Xxxxxxx Xxxxxx and RBC under this agreement shall be permitted conditional on: (a) the Company or the Selling Shareholders, as applicable, delivering to designate, Xxxxxxx Xxxxxx and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of RBC each of the documents specified in Schedule 3 (except as may otherwise be agreed in writing by Xxxxxxx Xxxxxx and RBC) by 5.00 pm on the day following conditions the date of this agreement (or such later time and/or date as Xxxxxxx Xxxxxx and RBC may in writing agree in relation to any particular document and provided that, where original documents are required to be delivered, the Company or the Selling Shareholders, as applicable, shall provide copies of such documents by 5.00 pm on the day following the date of this agreement and the originals of such documents as soon as reasonably practicable thereafter); (b) the Company providing Xxxxxxx Xxxxxx with such information and documents to enable Xxxxxxx Xxxxxx to deliver an electronic version of the Admission Document and a completed application form (in the form specified by the AIM Rules) to the London Stock Exchange, together with the applicable fees as required by rule 5 of the AIM Rules For Companies; (c) the passing of the Board Resolutions on or before 5.00 pm on the date of this agreement (or such later time and/or date as Xxxxxxx Xxxxxx and RBC may in writing agree); (d) any Supplementary Admission Document which may be required pursuant to clause 5 having been approved by Xxxxxxx Xxxxxx and RBC and published before Admission; (e) the release of the Press Announcement through the Regulatory News Service by not later than 8.00 a.m. on 17 July 2008; (f) the delivery to Xxxxxxx Xxxxxx and RBC by the Company immediately prior to Admission of a duly executed certificate in the related Addition Date:same terms as the Warranties Certificate; (g) each of the Company and the Directors having complied with their respective obligations under this agreement to the extent that those obligations are required to be performed prior to Admission; (h) this agreement not having been terminated prior to Admission pursuant to clause 11; (i) GMAC shall represent that as of Xxxxxxx Xxxxxx, RBC or 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 Company having received from Placees duly executed written assignment in substantially the form Placing Letters for Placing Shares with an aggregate Placing Price 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 satisfiednot less than $60 million; and (viiij) GMAC Admission occurring by not later than 8.00 am on 17 July 2008 (or such later time and/or date as the Company, Xxxxxxx Xxxxxx and RBC may in writing agree, being no later than 8.00 a.m. on 31 July 2008). 2.2 Each of the Company, the Selling Shareholders (only to the extent such provisions are expressly applicable to the Selling Shareholders) and the Directors undertake to use all reasonable endeavours to procure the fulfilment of the conditions set out in clause 2.1 (other than the condition set out in clause 2.1(i)) by the times and dates stated in clause 2.1 and in particular, but without limitation, undertake to provide all information and documents, pay all fees, give all necessary undertakings and execute and do all matters, acts, deeds, documents and things in each case as may be reasonably required to enable Admission to take place and in connection with the Placing including in particular complying with the relevant provisions of the Act, FSMA and the AIM Rules. 2.3 If any of the conditions set out in clause 2.1 is not fulfilled (or, other than the condition in clause 2.1(i), where permitted, waived by Xxxxxxx Xxxxxx, RBC and the Company or, in the case of the condition in clause 2.1(i), waived by the Company) by the specified time and/or date (or such later time and/or date as Xxxxxxx Xxxxxx, RBC and the Company may agree or, in the case of the condition in clause 2.1(i), the Company may determine in accordance with clause 2.4 (but no later than 8.00 a.m. on 31 July 2008)) this agreement shall, subject to clause 2.4, terminate and no party to this agreement shall have delivered any claim against any other party to this agreement for costs, damages, compensation or otherwise (except as regards any breach of any provision of this agreement which accrued prior to its termination and except as regards the fees, commissions and expenses set out in, and subject to, clause 9) save to the Purchaser an Opinion extent that clause 11.5 provides otherwise. 2.4 Xxxxxxx Xxxxxx and RBC shall be entitled in their absolute discretion (and on such terms, conditions and provisions as they shall in their absolute discretion, after consultation with the Company, if practicable, think fit) to waive fulfilment of Counsel all or any of GMAC substantially the conditions set out in-clause 2.1 (other than those contained in clauses 2.1(d), 2.1(i) and 2.1(j) above, which shall require the form prior written consent of Exhibit D.the Company) or, with the prior agreement of the Company, to extend the time and/or date provided for performance of any of the conditions (provided to no later than 8.00 am on 31 July 2008). The Company shall be entitled in its absolute discretion to waive fulfilment of the condition set out in clause 2.1(i).

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 Xxxxxxx 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 The effectiveness of the consents, terms and conditions contained herein shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accountssatisfaction, in accordance with Section 2.03(a) only upon satisfaction the reasonable determination of each Agent, of the following conditions conditions: (a) in the event that Administrative Borrower shall elect for this Amendment No. 2 to become effective by written notification received by Agent on or prior to January 29, 2010 (the date of the receipt by the Agent of such written notification, the “Election Date”): (i) Agent shall have received on or prior to the related Addition Date: (i) GMAC shall represent that as October 23, 2009 an original of the related Additional Cut-Off Date each such Additional Account is an Eligible Account this Amendment No. 2, duly authorized, executed and that each Receivable arising thereunder identified as an Eligible Receivable delivered by Borrowers and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableGuarantors; (ii) GMAC Agent shall have delivered received on or prior to the Purchaser October 23, 2009 all consents of Lenders required for the amendments and consents provided for herein; and (iii) as of the Election Date and after giving effect to this Amendment No. 2, no Default or Event of Default shall exist or have occurred and be continuing; (b) on or prior to the date of the first issuance of any New Opco Notes, (i) Agent shall have received on or prior to the October 23, 2009 an original of this Amendment No. 2, duly authorized, executed and delivered by Borrowers and Guarantors if not previously delivered pursuant to clause (a) above; (ii) Agent shall have received on or prior to the October 23, 2009 all consents of Lenders required for the amendments and consents provided for herein if not previously delivered pursuant to clause (b) above; (iii) Agent shall have received true, correct and complete copies of all of the New Opco Note Indenture Documents executed and delivered on the New Opco Note Indenture Effective Date, which shall be in form and substance reasonably satisfactory to Agent, it being acknowledged that New Opco Note Indenture Documents which are consistent in all material respects with the Description of Notes provided to and approved by the Agent at the time of the launch of the offering of the New Opco Notes shall be satisfactory; (iv) Agent shall have received a duly executed written assignment true, complete and correct copy of the Intercreditor Agreement, in substantially the form annexed hereto as Exhibit A, as duly authorized, executed and delivered by the parties thereto; (v) Agent shall have received evidence that all corporate and limited liability company proceedings with respect to the incurrence of Exhibit C the Indebtedness under the New Opco Note Indenture Documents have been taken by Borrowers, Guarantors and their Affiliates, as appropriate; (vi) Agent shall have received, in form and substance satisfactory to Agent, from Associated, a Secretary's certificate evidencing the adoption and subsistence of the corporate resolutions approving the execution, delivery and performance by Associated of this Amendment No. 2 and the list required agreements, documents and instruments to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to this Amendment No. 2 including the Purchaser, for deposit in the Collection Account, to the extent required transactions contemplated 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) aboveNew Opco Note Indenture Documents; (vii) the conditions set forth in Section 2.7(b) Agent shall have received a copy of the Trust Sale amendment to the certificate of incorporation of Associated Finance providing for the name change from Alside, Inc. certified by the Secretary of State of the State of Delaware and Servicing Agreement shall have been satisfieda UCC-3 reflecting the name change for filing with the Secretary of State of Delaware; and (viii) GMAC as of the date of the first issuance of any New Opco Notes and after giving effect thereto, no Default or Event of Default shall exist or 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 (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 The obligations of the parties under this Purchase Agreement are subject to the following conditions: (a) The representations and warranties contained in Section 4 hereof shall be permitted accurate in all material respects (without giving effect to designateany materiality qualifiers therein) as of the date of delivery of the Securities. (b) [Reserved]. (c) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Company (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and the Trustee, in substantially the form set out in Annex A-I hereto and (ii) the Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel or a certificate signed by the Company’s Chief Executive Officer, President, a Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company 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 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 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 Company and the Purchaser shall be permitted to accept have been furnished the designation ofopinion of Mayer, Additional AccountsBrown, in accordance with Section 2.03(a) only upon satisfaction of each of Xxxx & Maw LLP, special tax counsel for the following conditions on or prior Purchaser, dated the Closing Date, addressed to the related Addition Date: (i) GMAC shall represent that as of Purchaser, the related Additional Cut-Off Date each such Additional Account is an Eligible Account Company 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 Trustee, in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);set out in Annex B hereto. (iiie) GMAC [Reserved]. (f) The Purchaser shall have agreed to deliver received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Trustee, dated the Closing Date, addressed to the Purchaser, for deposit in substantially the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising form set out in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;Annex D hereto. (ivg) 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;[Reserved]. (vh) 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 an Authorized Officer the Company, signed by the Chief Executive Officer, President or a Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of GMAC confirming the items set forth in clauses Company, dated the Closing Date, as to (i) through and (vii) above;below. (viii) the conditions set forth representations and warranties in Section 2.7(bthis Purchase Agreement are true and correct in all material respects (without giving effect to any materiality qualifiers therein) on and as of the Trust Sale Closing Date with the same effect as if made on the Closing Date, and Servicing Agreement shall have been satisfiedthe Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its 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 the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, 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 change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Securities. (j) Prior to the Closing Date, the Company 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 in writing or by telephone or facsimile confirmed in writing. Each certificate signed by 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 Company and not by such officer in the form of Exhibit D.any individual capacity.

Conditions. GMAC (i) Covance's obligation under Section 3(c) shall not begin until (A) the aggregate Net Sales of Pharmacogenomic Lab Services by Covance and its Affiliates using Variagenics Know-How under the Alliance, plus such Net Sales (without regard to receipt of payment) expected to be permitted to designatemade under signed agreements with Contracting Sponsors under the Alliance (in all cases net of cancellations and modifications), but excluding Excluded Net Sales ("Cumulative Alliance Net Sales"), equals or exceeds $[ ], and (B) Covance and its Affiliates have entered into signed agreements with Contracting Sponsors to provide Pharmacogenomic Lab Services using Variagenics Know-How involving at least [ ] Product Development Programs with respect to [ ]different drugs, but excluding Excluded Net Sales. (For purposes of illustrating the Purchaser foregoing concepts, if Covance's Net Sales under agreements with Contracting Sponsors have totaled $[ ], Net Sales expected under signed agreements with Contracting Sponsors total $[ ], and Covance signs an additional agreement with a Contracting Sponsor which, by its terms, is expected to generate $[ ] or more of Net Sales for Covance, then, assuming the requirement in clause (B) in the previous sentence has also been satisfied, Covance's obligation under Section 3(c) shall be permitted begin). In addition, Covance may elect in its sole judgment to accept provide the designation of, Additional Accounts, advances as provided for in accordance with Section 2.03(a3(c) only upon satisfaction of each at anytime. If Covance is not obligated pursuant to this Section 3(d)(i) to begin providing the advances provided for in Section 3(c) by the first anniversary of the following conditions date of this Agreement, and Covance has not elected to begin providing such advances 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 date, then Variagenics shall have delivered the right, exercisable by written notice to Covance within forty-five (45) days after such first anniversary date, to terminate this Agreement thirty (30) days after the Purchaser notice is given, and there shall be no liability to Covance in connection with or as a duly executed written assignment in substantially the form result of Exhibit C and the list required such termination. After such forty-five (45) days, Variagenics shall have no right to be delivered terminate this Agreement pursuant to this Section 7.02(d3(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 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 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 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 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 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 Xxx 0000, 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 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 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 xxxx-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 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 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 (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 4.1 Completion shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, following conditions being satisfied (or waived in accordance with Section 2.03(aClause 4.10): (a) only upon satisfaction of each of the following conditions on or prior to Purchaser having received, by the related Addition Datedate and time provided in Clause 4.2, confirmation from the CMA that either: (i) GMAC shall represent that as the acquisition of the related Additional CutShares pursuant to this Agreement does not constitute a relevant merger situation within the meaning of Part 3 of the Enterprise Xxx 0000; or (ii) that there will not be a Phase 2 CMA Reference of the Transaction (“Merger Control Approval”), which such confirmation may be subject to conditions (including conditions which would require of the Purchaser Group to offer remedies or make divestitures), other than where the Purchaser is obliged, as a condition of obtaining such Merger Control Approval, to offer any remedies or divestitures that would give rise to a Divestiture Material Adverse Effect, (the “Merger Control Condition”); (b) the Pre-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Sale Property Extraction having occurred prior to Completion (the “Property Extraction Condition”); (c) no Material Adverse Effect having occurred during the period from the date of this Agreement to the Purchaser Completion Date and which is subsisting on such Addition Date is an Eligible Receivablethe Completion Date; and (d) no breach of: (i) the Warranties having occurred; (ii) GMAC shall have delivered the Completion Warranties having occurred, as if the Completion Warranties were given immediately prior to Completion by reference to the Purchaser facts and circumstances subsisting at that time (provided that, solely for the purposes of determining whether a duly executed written assignment in substantially breach of the form Completion Warranties has occurred for the purposes of Exhibit C and this sub-clause 4.1(d)(ii) only, the list required to contents of the Completion Disclosure Letter shall be delivered pursuant to Section 7.02(ddisregarded);; or (iii) GMAC the obligations of the Vendors under Clause 5.1 and Schedule 3 of this Agreement having occurred prior to Completion, where such breach (or such breaches in aggregate) results in, or would result in, a Material Adverse Effect on the business of the Group as a whole, together, the “Conditions”. 4.2 The Purchaser shall have use all reasonable endeavours, at its own cost, to procure that the Merger Control Condition is satisfied as soon as practicable and in any event no later than: (a) 6.00 pm on 27 April 2015; or (b) such later time and date as may be agreed to deliver to in writing by the Vendors and the Purchaser, for deposit and shall not, and shall procure that none of its respective Affiliates or Representatives shall, take any action that could reasonably be expected to adversely affect the satisfaction of such Condition. 4.3 As soon as possible after the date of this Agreement, and in any event within 5 Business Days of the date of this Agreement, the Purchaser shall provide the CMA Notification to the CMA. 4.4 In order to satisfy the Merger Control Condition, the parties shall (i) reasonably cooperate in all respects with each other in the Collection Accountpreparation of any submission or response required or requested by the CMA in connection with the CMA Notification and/or the Merger Control Condition, (ii) supply to any Authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to satisfy the Merger Control Condition, (iii) promptly provide each other with copies of any material written communication received from or sent to the CMA (or written summaries of any material non-written communication) in connection with any proceeding, investigation or inquiry commenced in order to satisfy the Merger Control Condition and (iv) give each other and their respective advisers the opportunity to participate in all meetings and discussions with any Authority in connection with the Merger Control Condition to the extent required permitted by the Trust Sale Authority and Servicing Agreementsubject to all applicable Laws including competition laws. 4.5 The Purchaser acknowledges and agrees that it shall use all reasonable endeavours to satisfy the Merger Control Condition and, 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 Dateaccordingly, neither GMAC nor if the Purchaser is insolvent nor required by any competent merger control authority to offer any remedies or divestitures as a condition to obtaining the Merger Control Condition, the Purchaser agrees that it shall offer as a remedy to dispose of the Product(s) which overlaps with any product of them have been made insolvent by such transfer nor is either the Purchaser Group (the “Relevant Product”) but provided always that the Purchaser shall not be obliged to offer any remedies to the competent merger control authority as a condition of them obtaining the Merger Control Approval that would give rise to a Divestiture Material Adverse Effect. 4.6 The Vendors shall procure (i) completion of the Pre-Sale Property Extraction prior to Completion. 4.7 If at any time the Vendors or the Purchaser become aware of any pending insolvency;event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other parties. (v) 4.8 Each party shall notify the Schedule others promptly upon it becoming aware that any of Accounts shall the Conditions have been amended satisfied (or waived in accordance with Clause 4.10). 4.9 If the Condition at Clause 4.1(a) is not satisfied (or waived in accordance with Clause 4.10) by the Long-Stop Date, this Agreement shall cease to reflect have effect immediately except for the provisions of Clauses 1, 4.9, 10, 13, 17 and 19 to 27 (in each case inclusive) and any rights or liabilities that have accrued prior to that time. 4.10 The Purchaser may, to such Additional Accounts extent as it thinks fit and the Schedule of Accounts as so amended shall be true and correct as is legally entitled to do so, waive any of the Addition Date; Conditions (viother than the Property Extraction Condition) GMAC shall have delivered in whole or in part, by written notice 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.Vendors.

Conditions. GMAC No Incremental Facility shall become effective under this Section 1.1(e) unless, immediately after giving pro forma effect to such Incremental Facility, the Loans to be permitted to designate, made thereunder (and the Purchaser shall be permitted to accept the designation of, Additional Accountsassuming, in accordance with Section 2.03(a) only upon satisfaction the case of each an Incremental Revolving Loan Commitment, that the entire amount of such Incremental Revolving Loan Commitment is funded), the application of the following conditions on proceeds therefrom and any acquisition or prior to the related Addition Dateinvestment consummated in connection therewith: (iA) GMAC no Event of Default shall represent that exist at the time of funding or, solely with respect to an Incremental Term Loan the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, unless the Persons holding not less than a majority of the commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Acquisition Agreement Signing Date”); (B) 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 month 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(d4.1(c), (1) (a) unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 5.25:1.00 (b) to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall not exceed 6.50:1.00 and (2) the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI; (iiiC) GMAC proceeds of Incremental Term Loans shall have agreed be used solely to deliver (1) finance or refinance the purchase price of a Permitted Acquisition that is, in each case, consummated substantially concurrently with the incurrence thereof or within 30 days prior to the Purchaserdate of incurrence, for deposit in the Collection Account(2) make other Investments permitted under Section 5.4, to the extent required by the Trust Sale (3) finance working capital requirements 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 general corporate purposes of the Addition Date, neither GMAC nor Borrower and its Subsidiaries in accordance with the Purchaser is insolvent nor shall any terms of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; this Agreement and (v4) 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 make Restricted Payments permitted under Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied5.11; and (viiiD) GMAC the Applicable 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 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 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 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 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 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 4.1 Completion is conditional on the following conditions (each a "Condition") being satisfied on terms that are reasonably satisfactory to the Buyer: 4.1.1 the Seller having completed the acquisition of all the units in the Approved Project; and 4.1.2 the Seller having obtained (or have procured HK Subsidiaries as borrower to obtain) either: (a) the repayment in full of all outstanding amounts under the Existing Loan owed by such HK Subsidiaries by the New Loan; or (b) the receipt of written consent from the lender(s) of such Existing Loan(s) that Completion may occur. 4.2 The Seller shall be permitted use its commercially reasonable endeavours within its powers and control to designateachieve satisfaction of each Condition set out in Clauses 4.1.1 and 4.1.2 as soon as possible after the date of this Agreement and in any event not later than 6 p.m. on the Longstop Date. 4.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent a Condition being satisfied, it shall immediately inform the other Party. 4.4 The Seller shall inform the Buyer of satisfaction of any Condition immediately on becoming aware of the same. 4.5 If a Condition has not been satisfied by 6 p.m. on the Longstop Date this Agreement shall automatically terminate with immediate effect. The Seller and the Purchaser shall be permitted to accept the designation of, Additional AccountsBuyer acknowledge and agree that, in accordance with Section 2.03(aClause 7.4.6 of the Subscription and Shareholders' Agreement, if for any reason Completion does not take place by [original the long stop date], being the original Longstop Date, APG shall have the right to enter into good faith discussion with WOP to determine whether to postpone the Longstop Date, in which case the Seller and the Buyer shall agree to postpone the Longstop Date to a date agreed between WOP and APG. 4.6 The Seller and the Buyer agree that, in accordance with Clause 7.4.5 of the Subscription and Shareholders' Agreement, if the Updated Total Consideration is more than five per cent (5%) only upon higher than the Total Consideration, APG shall have the right to enter into good faith discussion with WOP to agree within five (5) Business Days whether Completion shall take place in accordance with this Agreement, notwithstanding the satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC Condition set out in Clause 4.1.1, and if WOP and APG agree that Completion 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 not take place 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 accordance with 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 this Agreement shall have been satisfied; andautomatically terminate with immediate effect. (viii) GMAC shall have delivered to 4.7 Each Party's further rights and obligations cease immediately on termination, but termination does not affect a Party's accrued rights and obligations at the Purchaser an Opinion date of Counsel termination or its rights and obligations arising as a result of GMAC substantially in the form of Exhibit D.termination.

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 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 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 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 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. 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. The foregoing financing contingency is limited by the following restrictions: a) Purchaser a certificate shall have applied for such mortgage financing within thirty (30) days of an Authorized Officer the Effective Date and shall have provided proof to Seller of GMAC confirming such application and b) Purchaser’s lender shall have funded the items set forth loan within sixty (60) days of the end of the Review Period. In the event that Purchaser, or Purchaser’s lender, as the case may be, has not satisfied either of the foregoing conditions, the Seller shall have the right to terminate this Contract, return the Deposit to the Purchaser, in clauses which event the parties shall be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination. In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the Closing Date (excluding, specifically, the provisions of subsection 8(A)(7), which shall be governed by the terms contained therein), then, Purchaser may either (i) through extend the date for Closing for a maximum of thirty (v30) days until such conditions are satisfied, or (ii) 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, 8 A 6 or 8 A 7 above; , or (viiiii) 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; andperformed, 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. Not later than thirty (viii30) GMAC days after the Effective Date, Purchaser shall have delivered made application to a lender of Purchaser’s choice for a loan in an amount and upon terms to the satisfaction of Purchaser, subject to the restrictions in Section 8(A)(7), above. 3. All of Purchaser’s representations and warranties contained herein shall be true and correct in all material respects. 4. The City adopting and signing a resolution approving the subdivision plat of the Real Property as submitted by the Seller (and as included as Exhibit “A”), within the time period and as otherwise provided in Section 4(C), above. In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Seller as of the Closing Date, then, Seller may terminate this Contract and the Deposit shall be returned to Purchaser an Opinion and Seller and Purchaser shall have no further responsibility to each other; provided, however that, if such failure of Counsel of GMAC substantially condition also constitutes or is accompanied by a default by Purchaser hereunder, Seller shall have all rights and remedies as set forth in Section 14 hereof and the form of Exhibit D.indemnity contained in Section 3 hereof shall survive.

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 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 No part of this Amendment shall become effective until Borrower shall have delivered (or shall have caused to be permitted delivered) 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 Lender each of the following conditions on or prior to the related Addition Datefollowing, in Proper Form: (iA) GMAC shall represent that certificates dated as of the date hereof of the Secretary or any Assistant Secretary of the Borrower authorizing the execution, delivery and performance of this Amendment, and such other related Additional Cut-Off Date each such Additional Account is an Eligible Account documents and that each Receivable arising thereunder identified information as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableLender may request; (B) all such Security Instruments as the Lender may require in order to create and perfect a first priority Lien upon the Property acquired under that certain Purchase and Sale Agreement (the "Burrwood Contract") dated as of February 11, 2000 executed by and between Energy Development Corporation and the Borrower, together with all such letters in lieu of transfer orders relating to such Property as the Lender may require; (C) all such Security Instruments as the Lender may require in order to create and perfect a first priority Lien upon the rights, titles and interests of the Borrower in and to any funds held in Account Number 5149 maintained at Compass Bank in the name of Borrower, together with an acknowledgment executed by the ascrow agent in respect of such funds; (D) evidence satisfactory to the Lender that (i) the transaction contemplated by the Burrwood Contract (without amendment except as approved in writing by the Lender) shall have been consummated and (ii) GMAC Xxxxxxxx shall have delivered received a net amount equal to or greater than $4,200,000 from the issuance of its common stock substantially concurrent with the execution and delivery of this Amendment; (E) evidence satisfactory to the Purchaser a duly executed Lender that the Borrower shall have deposited with the Lender at least $500,000 shall have been deposited with the Lender in an account in the name of the Borrower (the parties agreeing that withdrawals from such account shall require the written assignment in substantially consent of the form of Exhibit C and Lender, which shall be granted so long as the list required Lender shall have received evidence satisfactory to the Lender that the amounts to be delivered pursuant to Section 7.02(dwithdrawn represent payment for or reimbursement of amounts expended in satisfaction of the seismic requirements under the Burrwood Contract); (iiiF) GMAC shall have agreed to deliver to the Purchaser, for deposit Lender's facility fee 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 amount 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$30,000; and (viiiG) GMAC shall have delivered evidence of the payment of any and all legal fees and expenses incurred to date by Lender in connection with this Amendment (including, without limitation, the Purchaser an Opinion negotiation and preparation of Counsel of GMAC substantially in this Amendment and the form of Exhibit D.related Loan Documents).

Conditions. GMAC (a) The obligations of the Investment Banks to exchange the Exchange SunGard Old Debt Obligations for the Spinco Securities at the Closing shall be permitted subject to designate, and the Purchaser shall be permitted to accept satisfaction (or waiver by the designation of, Additional Accounts, in accordance with Section 2.03(aInvestment Banks) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC SunGard 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 have furnished to the Purchaser on such Addition Date is Investment Banks an Eligible Receivable;opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP dated the Closing Date, to the effect as agreed upon between SunGard and the Investment Banks. (ii) GMAC No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall have delivered to be in effect preventing the Purchaser a duly executed written assignment in substantially consummation of the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);transactions contemplated hereunder. (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit The representations and warranties of SunGard 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 on and as of the Addition Closing Date;, with the same effect as if made on the Closing Date, and SunGard shall have complied in all material respects with all the agreements to be performed by it pursuant to the terms hereof at or prior to the Closing Date, and SunGard shall have furnished to the Investment Banks a certificate of SunGard, in form reasonably satisfactory to the Investment Banks signed by a Vice President or Treasurer of SunGard, dated the Closing Date, to the foregoing effects. (iv) SunGard shall have received a favorable tax opinion from each of Shearman & Sterling LLP and Ropes & Xxxx LLP, dated on or before the Closing Date, to the effect as agreed upon between SunGard and the Investment Banks. (v) The Purchase Agreement shall have been executed and delivered by the parties thereto and shall remain in full force and effect, and all of the conditions to the obligations of the Initial Purchasers to purchase and pay for the Spinco Securities from the Investments Banks as selling noteholders as set forth in the Purchase Agreement shall have been satisfied or waived (other than those conditions that by their nature cannot be satisfied until the consummation of the exchange of Spinco Securities for Exchange SunGard Old Debt Obligations or until the consummation of the transactions pursuant to the Purchase Agreement, but which neither SunGard nor any Investment Bank has any reason to believe will not be satisfied). (vi) GMAC SunGard shall have delivered to the Purchaser Investment Bank a certificate duly executed instrument 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 assignment in the form of Exhibit D.A hereto, pursuant to Section 2 hereof. (vii) Spinco shall have delivered to Investment Bank a duly executed consent in the form of Exhibit B hereto, pursuant to Section 2 hereof. In case any of such conditions shall not have been fulfilled by March 31, 2014, or if either the Separation and Distribution Agreement or the Purchase Agreement shall have been terminated in accordance with their terms, this Agreement may be terminated by the Investment Banks by delivering written notice of termination to SunGard. Any such termination shall be without liability of any party to any other party except to the extent (i) arising from a willful breach of this Agreement prior to termination or (ii) provided in the Purchase Agreement. (b) The obligations of SunGard to exchange the Spinco Securities for the Exchange SunGard Old Debt Obligations at the Closing shall be subject to the satisfaction (or waiver by SunGard) of the following conditions: (i) The Investment Banks shall have furnished to SunGard an opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Investment Banks, dated the Closing Date, to the effect as agreed upon between SunGard and the Investment Banks. (ii) The representations and warranties of the Investment Banks in this Agreement shall be true and correct in all material respects (other than those in Section 3(b)(vi) hereof, which shall be true and correct in all respects) on and as of the Closing Date, with the same effect as if made on the Closing Date, and the Investment Banks shall have complied in all material respects with all the agreements to be performed by them hereunder at or prior to the Closing Date, and each Investment Bank shall confirm the foregoing with respect to such Investment Bank in writing to SunGard on the Closing Date. (iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition shall be in effect preventing the consummation of the transactions contemplated hereunder. (iv) SunGard shall have received a favorable tax opinion from each of Shearman & Sterling LLP and Ropes & Xxxx LLP, dated on or before the Closing Date, to the effect as agreed upon between SunGard and the Investment Banks. (v) SunGard shall have received the Spinco Securities, the Purchase Agreement shall remain in full force and effect, and all of the conditions to the obligations of the Initial Purchasers to purchase and pay for the Spinco Securities as set forth in the Purchase Agreement shall have been waived or satisfied (other than those conditions which by their nature cannot be satisfied until the consummation of the exchange of Spinco Securities for Exchange SunGard Old Debt Obligations or until the consummation of the transactions pursuant to the Purchase Agreement, but which neither SunGard nor any Investment Bank has any reason to believe will not be satisfied). In case any of such conditions shall not have been fulfilled by March 31, 2014, or if the Separation and Distribution Agreement or the Purchase Agreement shall have been terminated in accordance with their terms, this Agreement may be terminated by SunGard by delivering written notice of termination to the Investment Banks. Any such termination shall be without liability of any party to any other party except to the extent (i) arising from a willful breach of this Agreement prior to termination or (ii) provided in the Purchase Agreement.

Conditions. GMAC Lender’s obligation to make available to or for the benefit or account of Borrower portions of the Loans in the amounts and for the purposes set forth in the Disbursement Budget shall be permitted subject to designatethe satisfaction of all conditions precedent to such disbursement set forth in this Agreement, including, without limitation, in Article III and IV hereof, this Disbursement Plan and the requirement that the Loan be in In-Balance. In addition, Lender shall have the right to reasonably require any other document, evidence or information that Lender may request under any provision of this Agreement or the other Loan Documents, or that Lender may otherwise reasonably require. ny-1258385 PacificCal PC Core Lender, LLC 00000 Xxxxx Xxxxxx Xxxx, Suite 1000 Los Angeles, CA 90067 Attention: Servicing Re: 000 Xxxx 00xx Xxxxxx Owner, LLC (“Borrower”) Loan #_______________ (“Loan”) Ladies and Gentlemen: Pursuant to the terms of that certain Loan Agreement dated as of December 1, 2016 (the “Loan Agreement”), and the Purchaser representations and warranties set forth therein and herein, Borrower hereby submits a disbursement request for the amount of $[__________]. Capitalized terms have the same meanings as in the Loan Agreement This disbursement request (“Request”) shall be permitted deemed to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each be a representation by Borrower and of the following conditions on person/entity signing this Request (in the case of the person/entity signing this Request, to person’s/entity’s knowledge) that (A) no Event of Default has occurred or prior to will exist upon the related Addition Date: making of this requested disbursement; (iB) GMAC shall represent that each and every representation and warranty made by Borrower under the Loan Agreement and the other Loan Documents is deemed remade as of the related Additional Cut-Off Date each such Additional Account date hereof (and accordingly, remains true, correct and complete subject to certain changes occurring from the date of the last certificate which would not result in a breach of any covenant under the Loan Agreement); (C) all information set forth in this Request; and on any exhibit attached hereto is true, correct and complete in all material respects; and (D) all conditions precedent to the disbursement to be made in connection with this Request as required under the Loan Agreement and the other Loan Documents, have been satisfied. The following is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to itemized statement of the Purchaser on such Addition Date costs incurred or due for which disbursement 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 requested 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 Column C 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 Disbursement Budget attached as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered Exhibit C-2 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.Loan Agreement.

Conditions. GMAC shall be permitted to designateThis Incremental Amendment, 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 obligations of the following Incremental Lenders to provide their respective Increase Revolving Credit Commitments, as specified in Section 1 hereof, shall become effective on and as of the Business Day on which the conditions on or prior to set forth below shall have been satisfied (the related Addition “Incremental Effective Date”), including: (i) GMAC shall represent that as both at the time of the related Additional Cut-Off Date each such Additional Account Borrower’s request for the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment and on the Incremental Effective Date, no Default or Event of Default has occurred and 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 Receivablecontinuing or will result therefrom; (ii) GMAC all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Incremental Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list be required to be delivered pursuant true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to Section 7.02(d“materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (iii) GMAC shall have agreed to deliver the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to the Purchaserincurrence of the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment is less than 3.00:1.00, for deposit in determined on the Collection Account, basis of the financial statements most recently required to have been delivered to the extent required by Administrative Agent pursuant to Section 5.04 of the Trust Sale and Servicing Credit Agreement, all Collections with respect it being understood that such pro forma calculation shall be made as if such Increase Revolving Credit Commitments being incurred had been drawn in full and were outstanding on the last day of the period covered by such financial statements and after giving effect to the Eligible Receivables arising in use of such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateproceeds; (iv) as the aggregate amount of the Addition Date, neither GMAC nor request (and provision therefor) for Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment shall be in a minimum aggregate amount for all Incremental Lenders of at least $25,000,000 (or such lesser amount that is acceptable to 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 insolvencyAdministrative Agent); (v) the Schedule aggregate amount of Accounts shall have been amended all Increase Revolving Credit Commitments, Increase Closing Date Term Loan Commitments and Incremental Term Loan Commitments made available pursuant to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as Section 2.25 of the Addition DateCredit Agreement on or prior to the Incremental Effective Date (including the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment) does not exceed $125,000,000; (vi) GMAC the Borrower shall have delivered to the Purchaser Administrative Agent for distribution to each Lender a certificate of an Authorized executed by a Responsible Officer of GMAC confirming the items set forth in Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (v), inclusive, and (B) abovecontaining the calculations (in reasonable detail) required by the preceding clause (iii); (vii) the conditions set forth in Section 2.7(b) of the Trust Sale Holdings and Servicing Agreement shall have been satisfied; and (viii) GMAC its respective Subsidiaries shall have delivered to the Purchaser an Opinion Administrative Agent such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Administrative Agent to ensure that all Increase Revolving Credit Commitments and Revolving Loans subsequently incurred thereunder, and Letters of Counsel Credit issued, as applicable (and all interest, fees and other amounts payable thereon), pursuant to such Increase Revolving Credit Commitments (and related Obligations) are secured by, and entitled to the benefits of, the relevant Security Documents on a pari passu basis with the then existing Obligations secured by each such Security Document; (viii) the Administrative Agent shall have received (i) a certificate as to the good standing or existence (as applicable) of GMAC substantially each Loan Party as of a recent date, from the Secretary of State of such Loan Party’s state of organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Effective Date and certifying (A) that there has been no change to the Organizational Documents of the Loan Parties most recently delivered to Administrative Agent in connection with the Credit Agreement (or if any such changes have been made, attaching such amended Organizational Documents), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other appropriate authority of such Loan Party authorizing the execution, delivery and performance of this Incremental Amendment and, in the case of the Borrower, the borrowings hereunder (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Incremental Amendment any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate from the chief financial officer of Holdings certifying that the Loan Parties, after giving effect to the Increase Revolving Credit Commitments (and any Revolving Loans to be borrowed thereunder on the Incremental Effective Date), are Solvent on a consolidated basis; (ix) the Administrative Agent shall have received opinions in form and substance substantially similar to the opinions delivered on the Closing Date pursuant to Section 4.02(a) of Exhibit D.the Credit Agreement, reasonably satisfactory to the Administrative Agent; (x) the Administrative shall have received (i) a copy of a completed “Life of Loan” standard flood hazard determination evidencing as to whether (1) any improved Mortgaged Properties are located in a Flood Zone and (2) the communities in which any such improved Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any such improved Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of each such Mortgaged Property and (2) as to whether the communities in which such improved Mortgaged Properties are located are participating in the National Flood Insurance Program, and (iii) if any such improved Mortgaged Properties are located in communities that participate in the National Flood Insurance Program, evidence that the applicable Loan Party has obtained flood insurance in respect of such improved Mortgaged Properties in an amount and otherwise sufficient to comply with the National Flood Insurance Program as set forth in the Flood Laws; (xi) the Incremental Lenders and the Administrative Agent shall have received all fees and other amounts due and payable to them on or prior to the Incremental Effective Date, including, to the extent invoiced, reimbursement for all reasonable and documented out-of-pocket costs and expenses, including the reasonable and documented fees and disbursements of counsel, incurred by Administrative Agent in connection with this Agreement; and (xii) if a Borrowing of Revolving Loans under the Increase Revolving Credit Commitments is being made on the Incremental Effective Date, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Credit Agreement. (xiii) the Administrative Agent shall have received, at least five (5) Business Days prior to the Incremental Effective Date (or such later date as Administrative Agent may agree to), a Beneficial Ownership Certification (as defined in and required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”)) in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Conditions. GMAC shall be permitted to designate, 3.1 Completion is conditional on the following Conditions being satisfied or waived (if capable of waiver) by the mutual agreement of the Sellers and the Purchaser, provided that the Purchaser shall be permitted (and no other Party) may unilaterally waive the Spin-off Condition and/or the Ghasha SPA Condition. 3.1.1 the Purchaser Circular having been approved by the FCA and (to accept the designation of, Additional Accounts, extent required) the Panel in a form approved by BASF and Letterone in accordance with Section 2.03(a) only upon satisfaction of each clause 4.4.5 (the Circular Condition); 3.1.2 the passing by the requisite majorities at the Purchaser General Meeting of the following conditions on or prior Purchaser Resolutions (the Shareholder Approval Condition); 3.1.3 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 extent a separate document to the Purchaser on such Addition Date is an Eligible ReceivableCircular, the Purchaser Prospectus having been approved by the FCA in a form approved by BASF and Letterone in accordance with clause 4.4.1 (the Prospectus Condition); (ii) GMAC shall have delivered 3.1.4 the FCA having confirmed to the Purchaser or its sponsor (and such confirmation not having been withdrawn) that the application(s) for the re- admission of all of the Existing Purchaser Shares and admission of all of the BHE Consideration Shares, in each case to the premium listing segment of the Official List of the FCA or a duly executed written assignment listing on the single category for equity shares in substantially commercial companies if such new listing category as contemplated in FCA Consultation Paper CP23/31 has been implemented by the form FCA and taken effect at the relevant time, has been approved and (after satisfaction of Exhibit C and the list required any conditions to which such approval is expressed to be delivered pursuant subject) will become effective as soon as the FCA's decision to Section 7.02(dre-admit the Existing Purchaser Shares and to admit the BHE Consideration Shares is announced in accordance with LR 3.2.7G of the Listing Rules (the FCA Admission Condition); (iii) GMAC shall have agreed to deliver to 3.1.5 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 London Stock Exchange having confirmed to the Purchaser a certificate or its sponsor (and such confirmation not having been withdrawn) that the application(s) for the re-admission of an Authorized Officer all of GMAC confirming the items set forth Existing Purchaser Shares and admission of all of the BHE Consideration Shares, in clauses each case to trading on the main market for listed securities of the London Stock Exchange have been approved and will become effective subject to and concurrently with the re-admission of all of the Existing Purchaser Shares and admission of all of the BHE Consideration Shares, in each case to the premium listing segment of the Official List of the FCA (i) through (v) abovethe LSE Admission Condition); 3.1.6 the Panel having waived, subject to the passing by the requisite majority at the Purchaser General Meeting of the terms of such waiver, any obligation which might fall on a Seller or any person acting in concert (viias defined in the Code) with it under Rule 9 of the conditions set forth in Section 2.7(bCode to make a general offer for the Purchaser as a result of the issue of the BHE Consideration Shares (the Whitewash Condition); 3.1.7 the Spin-off having been registered with the commercial register (Handelsregister) of Wintershall DEA and thereby having become effective (the Trust Sale and Servicing Agreement shall have been satisfied; andSpin-off Condition); 3.1.8 completion of the Ghasha SPA having occurred in accordance with its terms (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Ghasha SPA Condition);

Conditions. GMAC Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of the Lender to amend the “Termination Date” as set forth in subsection 1.2 of the 2001 Loan Agreement, as contemplated by this Fourth Amendment, shall be permitted subject to designate(i) the performance by the Borrower prior to the date on which this Fourth Amendment is completely executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement, (ii) the representations and warranties herein being true, correct and complete in all respects, and (iii) 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. The obligations to continue to make Advances under the Revolving Loan and Term Loan shall remain subject to the related Addition conditions precedent in the 2001 Loan Agreement and to the receipt by the Lender of all the following in form and substance satisfactory to the Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) GMAC shall represent that as copies, certified by the Secretary of Parent, of the related Additional Cut(a) resolutions duly adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Fourth Amendment and any other documents to be delivered pursuant hereto (the “Amendment-Off Date each such Additional Account is an Eligible Account Related Documents”) to be executed by the Parent, (b) the Bylaws of the Parent as currently in effect, and that each Receivable arising thereunder identified (c) the Charter of the Parent as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivablecurrently in effect; (ii) GMAC shall have delivered to copies, certified by the Purchaser a Secretary of the Borrower, of the (a) resolutions duly executed written assignment in substantially adopted by the form Board of Exhibit C Directors of Borrower authorizing the execution, delivery and the list required performance of this Fourth Amendment and any Amendment-Related Documents to be delivered pursuant to Section 7.02(d);executed by the Borrower, (b) the Bylaws of the Borrower as currently in effect, and (c) the Charter of the Borrower as currently in effect; and (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.Signature Authorization Certificate.

Conditions. GMAC (a) All representations and warranties made by Seller herein to Purchasing Parties (except for any such representation or warranty that expressly relates solely to a date prior to the Closing Date), after disregarding any materiality qualifications contained therein, shall be permitted true and correct on and as of the Closing Date, with the same effect as if such warranties and representations had been made by Seller to designatePurchasing Parties on and as of the Closing Date, with only such exceptions as would not, in the aggregate, be reasonably expected to have a Material Adverse Effect; (b) Seller shall have performed and complied in all material respects, after disregarding any materiality qualifications contained therein, with all agreements, covenants, and the Purchaser shall conditions herein required to be permitted to accept the designation of, Additional Accounts, in accordance performed or complied with Section 2.03(a) only upon satisfaction of each of the following conditions on Seller's part on or prior to the related Addition Closing Date:, with only such exceptions as would not, in the aggregate, be reasonably expected to have a Material Adverse Effect; (c) each of the Material Consents shall have been duly obtained and delivered to Purchaser, with no material adverse change to the terms of the Assumed Contracts with respect to which such Material Consent shall have been obtained, unless Purchaser shall have consented in writing to such change; (d) 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 on the Station or the conduct of its business or operations other than proceedings generally applicable to the television broadcast industry; (e) no proceeding shall be pending, the effect of which would be to revoke, cancel, fail to renew, suspend, or adversely modify the FCC Licenses; (f) Seller shall have made, or shall stand willing and able to make, all deliveries to Purchaser required to be made pursuant to this Agreement; (g) the waiting period with respect to any filings made by the parties under the HSR Act shall have expired or been terminated; (h) the FCC Consent shall have been granted without any Material Condition (as defined in Section 8.3) to Telemundo Licensee and such FCC Consent ----------- shall be in full force and effect; provided, however, that in the event a -------- ------- petition to deny or other objection that in the reasonable judgment of all parties hereto is deemed to be non-frivolous or having merit was filed against the FCC Application, prior to the grant of the FCC Consent, such FCC Consent 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 (A) such action or order shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (B) 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, and the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, or third party 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 Seller shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C obtained, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to effective, a certificate of occupancy in Seller's name from the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections City of Dallas 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 DateLeased Real Property located at 0000 Xxxxx Xxxxx Boulevard, 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.Dallas, Texas.

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 accurate as of the date of delivery of the Capital Securities. (b) [Reserved.] (c) The Company shall have furnished to designatethe Purchaser the opinion of Cozen X'Xxxxxx, counsel to the Company and the Trust, dated the Closing Date, addressed to the Purchaser (and such other affiliates of the Purchaser as the Purchaser shall be permitted to accept the designation ofdesignate), 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);set out in Annex A hereto. (iiid) GMAC The Purchaser shall have agreed to deliver to been furnished the opinion of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, special tax counsel for the Purchaser, for deposit in dated the Collection AccountClosing Date, addressed to the extent required by Purchaser (and such other affiliates of the Trust Sale and Servicing AgreementPurchaser as the Purchaser shall designate), all Collections with respect in substantially the form set out in Annex B hereto. (e) The Purchaser shall have received the opinion of Xxxxxxx & Xxxxxxx LLP, special Connecticut counsel for the Trust, dated the Closing Date, addressed to the Eligible Receivables arising Purchaser (and such other affiliates of the Purchaser as the Purchaser shall designate) and the Company, in such Additional Accounts since substantially the Additional Cut-Off Date within two Business Days after such Addition Date;form set out in Annex C hereto. (ivf) as The Purchaser shall have received the opinion of Xxxxxxx & Goodwinn LLP, special counsel for the Guarantee Trustee, the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser (and such other affiliates of the Addition Date, neither GMAC nor Purchaser as 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;designate), in substantially the form set out in Annex D hereto. (vg) the Schedule of Accounts [Reserved.] (h) 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 by the 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 Administrator 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 the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business. (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser's judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Capital 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 Administrator 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 Administrator or officer in the form of Exhibit D.any individual capacity.

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 GE SPA with regard to the fulfillment of the GE Conditions) as soon as reasonably practicable and in any event on or before the Longstop Date and will notify the Seller, GECC and Arastirma 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, GECC and Arastirma) 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. Without limitation to the foregoing, the Seller (for the benefit of the Purchaser, GECC and Arastirma) 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; and (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 GECC and Arastirma with a view to ensuring that the fulfilment of the Purchaser Conditions and the GE Conditions is achieved in an efficient and 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 GECC and Arastirma) 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 Subject to sub-clause 3.8, 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 GECC and Arastirma) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and GECC and Arastirma) 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 made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”). 3.8 The Purchaser or the Seller (as applicable) shall only be entitled to postpone the Longstop Date in accordance with sub-clause 3.7 if: (iA) 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 it has complied 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 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. 3.9 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clauses 3.7 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.8 of the GE 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 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 be held by the applicable Property Owner (or, 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 Maple Brook Project, title shall be held by the Illinois land trust that presently owns such Addition Date is an Eligible Receivable; title and Maple Brook, L.L.C., shall be the beneficial owner of such Illinois land trust) in the 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 Holding Company shall have agreed 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 (a) The consummation of the contribution by each Rollover Shareholder of the Rollover Shares pursuant to Section 2 hereof shall be permitted subject to designatethe satisfaction or (in the case of clauses (i), (ii) and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a(iii)) only upon satisfaction of each waiver by such Rollover Shareholder of the following conditions on or prior to the related Addition Date: conditions: (i) GMAC shall represent that as the delivery to such Rollover Shareholder by Parent of 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; Shareholders Agreement duly executed by Parent; (ii) GMAC shall have delivered to that the Purchaser a duly executed written assignment representations and warranties of Parent contained 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 Closing Date;; (iii) that Parent shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the issuance of the Parent Issued Securities to which such Rollover Shareholder is entitled under Section 2 concurrently with such contribution; and (v) the consummation of the Merger immediately following such contribution. (vib) GMAC The consummation of the issuance of the Parent Issued Securities by Parent to each Rollover Shareholder pursuant to Section 2 hereof shall have delivered be subject to the Purchaser a certificate satisfaction or (in the case of an Authorized Officer of GMAC confirming the items set forth in clauses (i), (ii) through and (iii)) waiver by Parent of the following conditions: (i) the execution and delivery by each Rollover Shareholder of a copy of the Shareholders Agreement duly executed by such Rollover Shareholder, (ii) that the representations and warranties of such Rollover Shareholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (iii) that such Rollover Shareholder shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the contribution by such Rollover Shareholder of the Rollover Shares to be contributed by it under Section 2 and (v) above;the consummation of the Merger immediately following such issuance of the Parent Issued Securities. (viic) the conditions set forth in Section 2.7(b) The contribution to Merger Sub and cancellation of the Trust Sale and Servicing Agreement Cashed-Out Shares pursuant to Section 3 hereof shall have been satisfied; and (viii) GMAC shall have delivered be subject to the Purchaser an Opinion consummation of Counsel of GMAC substantially in the form of Exhibit D.Merger immediately following such cancellation.

Conditions. GMAC shall be permitted to designate, (A) This Agreement 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 obligations of the following conditions on or prior to the related Addition Date:Managers under this Agreement are conditional upon:- (i) GMAC shall represent that as the Singapore Prospectus having been registered with the Registrar of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Companies and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableBusinesses by 29th October, 1999; (ii) GMAC shall have delivered to such approvals as may be required for the Purchaser a duly executed written assignment transactions described in substantially this Agreement and in the form of Exhibit C Singapore Prospectus being obtained, and not withdrawn or amended, before 29th October, 1999 (or such other date as the Company and the list required to be delivered pursuant to Section 7.02(dManagers may agree); (iii) GMAC shall have agreed the delivery to deliver to OUB on the Purchaser, for deposit Closing Date and (in the Collection Accountevent the option provided for in Clause 3(B) is exercised) the settlement date for the Option Shares of a certificate in the form set out in Schedule 2 signed by a Director, a copy of which shall thereafter be delivered 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 DateCiticorp for its record; (iv) as of the Addition U.S. Underwriting Agreement and the International Underwriting Agreement not having been terminated or rescinded prior to the 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;; and (v) the Schedule delivery of Accounts and payment for the New Shares (other than the Invitation Shares) pursuant to the U.S. Underwriting Agreement and the International Underwriting Agreement taking place substantially concurrently (giving effect to the time difference between New York and Singapore) with the delivery of and payment for the Invitation Shares pursuant to this Agreement on the Closing Date. (B) The Company shall use its best endeavours to procure the fulfilment of such conditions and, in particular, shall furnish such information, supply such documents, give such undertaking(s) and do all such acts and things as may be required to enable the New Shares to be admitted to the Official List of the Stock Exchange and the ADSs listed on NASDAQ as aforesaid. (C) If such conditions are not fulfilled, this Agreement shall ipso facto cease and determine and (save in respect of any breach of sub-Clause (B) above) no party shall have been amended any claim against the others for costs, damage, compensation or otherwise except that the Company shall continue to reflect such Additional Accounts be bound by its obligations under Clauses 5 and 7, shall indemnify the Schedule of Accounts Managers in accordance with Clause 7 and shall reimburse the Managers for all out-of-pocket expenses incurred by them in connection with this Agreement as so amended agreed and subject to the aggregate maximum amount stated in a letter dated 17th September, 1999 from the Managers to the Company, provided that the Managers shall be true and correct as of entitled to waive the Addition Date; condition in sub-Clause (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 (vA)(iv) 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 designateThis Incremental Amendment, 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 obligations of the following Incremental Lenders to make their respective Increase Revolving Credit Commitments, as specified in Section 1 hereof, shall become effective on and as of the Business Day on which the conditions on or prior to set forth below shall have been satisfied (the related Addition “Incremental Effective Date”), including: (i) GMAC shall represent that as both at the time of the related Additional Cut-Off Date each such Additional Account Borrower’s request for the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment and on the Incremental Effective Date, no Default or Event of Default has occurred and 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 Receivablecontinuing or will result therefrom; (ii) GMAC all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Incremental Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list be required to be delivered pursuant true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to Section 7.02(d“materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (iii) GMAC shall have agreed to deliver the Borrower’s Leverage Ratio, calculated on a pro forma basis after giving effect to the Purchaserincurrence of the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment is less than 3.00:1.00, for deposit in determined on the Collection Account, basis of the financial statements most recently required to have been delivered to the extent required by Administrative Agent pursuant to Section 5.04 of the Trust Sale and Servicing Credit Agreement, all Collections with respect it being understood that such pro forma calculation shall be made as if such Increase Revolving Credit Commitments being incurred had been drawn in full and were outstanding on the last day of the period covered by such financial statements and after giving effect to the Eligible Receivables arising in use of such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateproceeds; (iv) as the aggregate amount of the Addition Date, neither GMAC nor request (and provision therefor) for Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment shall be in a minimum aggregate amount for all Incremental Lenders of at least $25,000,000 (or such lesser amount that is acceptable to 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 insolvencyAdministrative Agent); (v) the Schedule aggregate amount of Accounts shall have been amended all Increase Revolving Credit Commitments, Increase Closing Date Term Loan Commitments and Incremental Term Loan Commitments made available pursuant to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as Section 2.25 of the Addition DateCredit Agreement on or prior to the Incremental Effective Date (including the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment) does not exceed $125,000,000; (vi) GMAC the Borrower shall have delivered to the Purchaser Administrative Agent for distribution to each Lender a certificate of an Authorized executed by a Responsible Officer of GMAC confirming the items set forth in Borrower, (A) certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (v), inclusive, and (B) abovecontaining the calculations (in reasonable detail) required by the preceding clause (iii); (vii) the conditions set forth in Section 2.7(b) of the Trust Sale Holdings and Servicing Agreement shall have been satisfied; and (viii) GMAC its respective Subsidiaries shall have delivered to the Purchaser an Opinion Administrative Agent such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Administrative Agent to ensure that all Increase Revolving Credit Commitments and Revolving Loans subsequently incurred thereunder, and Letters of Counsel Credit issued, as applicable (and all interest, fees and other amounts payable thereon), pursuant to such Increase Revolving Credit Commitments (and related Obligations) are secured by, and entitled to the benefits of, the relevant Security Documents on a pari passu basis with the then existing Obligations secured by each such Security Document; (viii) the Administrative Agent shall have received (i) a certificate as to the good standing or existence (as applicable) of GMAC substantially each Loan Party as of a recent date, from the Secretary of State of such Loan Party’s state of organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Incremental Effective Date and certifying (A) that there has been no change to the Organizational Documents of the Loan Parties most recently delivered to Administrative Agent in connection with the Credit Agreement (or if any such changes have been made, attaching such amended Organizational Documents), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other appropriate authority of such Loan Party authorizing the execution, delivery and performance of this Incremental Amendment and, in the case of the Borrower, the borrowings hereunder (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Incremental Amendment any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate from the chief financial officer of Holdings certifying that the Loan Parties, after giving effect to the Increase Revolving Credit Commitments (and any Revolving Loans to be borrowed thereunder on the Incremental Effective Date), are Solvent on a consolidated basis; (ix) the Administrative Agent shall have received opinions in form and substance substantially similar to the opinions delivered on the Closing Date pursuant to Section 4.02(a) of Exhibit D.the Credit Agreement, reasonably satisfactory to the Administrative Agent; (x) the Incremental Lenders and the Administrative Agent shall have received all fees and other amounts due and payable to them on or prior to the Incremental Effective Date, including, to the extent invoiced, reimbursement for all reasonable and documented out-of-pocket costs and expenses, including the reasonable and documented fees and disbursements of counsel, incurred by Administrative Agent in connection with this Agreement; (xi) if a Borrowing of Revolving Loans under the Increase Revolving Credit Commitments is being made on the Incremental Effective Date, the Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 of the Credit Agreement; and (xii) the Incremental Lenders shall have received (i) copies of completed “Life of Loan” standard flood hazard determinations evidencing as to whether (1) each improved Mortgaged Properties is located in a Flood Zone and (2) the communities in which any such improved Mortgaged Properties are located are participating in the National Flood Insurance Program, (ii) if there are any such improved Mortgaged Properties, the Borrower’s written acknowledgement of receipt of written notification from the Administrative Agent (1) as to the existence of each such Mortgaged Property and (2) as to whether the communities in which such improved Mortgaged Properties are located are participating in the National Flood Insurance Program, and (iii) if any such improved Mortgaged Properties are located in communities that participate in the National Flood Insurance Program, evidence that the applicable Loan Party has obtained flood insurance in respect of such improved Mortgaged Properties in an amount and otherwise sufficient to comply with the National Flood Insurance Program as set forth in the Flood Laws.

Conditions. GMAC shall be permitted (a) Unless waived by Purchaser, if the Option is exercised, the obligations of Purchaser to designate, and purchase the Purchaser shall be permitted Property under this Agreement are expressly made subject to accept the designation of, Additional Accounts, fulfillment in accordance with Section 2.03(a) only upon satisfaction of each all respects of the following conditions on or prior to the related Addition Dateprecedent: (i) GMAC shall represent that the truth and accuracy as of the related Additional Cut-Off Date date of Closing of each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable every warranty and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;representation herein made by Seller; and (ii) GMAC Seller’s timely performance of and compliance with each and every term, condition, agreement, restriction and obligation to be performed and complied with by Seller prior to Closing under this Agreement; and (iii) Purchaser shall have delivered to the Purchaser a duly executed written assignment received, in substantially the form of Exhibit C and a “marked binder” delivered at Closing, an irrevocable commitment by the list Title Company to issue to Purchaser the Basic Title Policy subject only to the payment of the premiums therefor at Closing (but, for the avoidance of doubt, the Title Company’s commitment to issue any extended coverage or endorsements to the Basic Title Policy or to issue loan policies to Purchaser’s lenders shall not be a condition to Closing); and (iv) The seller under the Other Option Agreement (as defined below) shall have tendered all documents required to be delivered pursuant by such seller to consummate the transactions contemplated by the Other Option Agreement and shall have performed or complied with all agreements and covenants to be performed or complied with by such seller at or prior to the consummation of the transactions contemplated by such Other Option Agreement. In the event that Purchaser has exercised the Option, if any of the above conditions is not satisfied on or before the Closing, Purchaser will have the right, exercisable at Purchaser’s sole election, to exercise the remedies described in Section 7.02(d12(b);, provided however, that Purchaser shall not be entitled to exercise the remedies described in Section 12(b) if the failure of any such condition to be satisfied is on account of any fault of Purchaser or breach of this Agreement by Purchaser. (b) Unless waived by Seller, upon exercise of the Option, the obligations of Seller to sell the Property under this Agreement are expressly made subject to the fulfillment in all respects of the following conditions precedent: 97085080.1 0067129-00001 (i) the truth and accuracy as of the date of Closing of each and every warranty and representation herein made by Purchaser; and (ii) Purchaser’s timely performance of and compliance with each and every term, condition, agreement, restriction and obligation to be performed and complied with by Purchaser prior to Closing under this Agreement; and (iii) GMAC The Purchaser shall have agreed to deliver to timely exercised the Purchaser, for deposit in option under the Collection Account, to the extent required by the Trust Sale and Servicing Other Option 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;; and (iv) as The Purchaser shall have tendered all documents required to be delivered by Purchaser to consummate the transactions contemplated by that certain Option Agreement dated of even date herewith between Purchaser and LRT III LLC, a Delaware limited liability company (the “Other Option Agreement”) and shall have performed or complied with all agreements and covenants to be performed or complied with by Purchaser at or prior to the consummation of the Addition Datetransactions contemplated by such Other Option Agreement. In the event that Purchaser has exercised the Option, neither GMAC nor the Purchaser is insolvent nor shall if any of them the above conditions is not satisfied on or before the Closing, Seller will have been made insolvent by such transfer nor is either of them aware the right, exercisable at Seller’s sole election, to exercise the remedies described in Section 12(a) provided however, that Seller shall not be entitled to exercise the remedies described in Section 12(a) if the failure of any pending insolvency; (v) the Schedule such condition to be satisfied is on account of Accounts shall have been amended to reflect such Additional Accounts and the Schedule any fault of Accounts as so amended shall be true and correct as Seller or breach 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 this 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.by Seller.

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, Xxxxxxx and Xxxxxxxx ("FFHSJ"), and Xxxxxxxxxx Xxxxxx & Xxxxxxx 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, Xxxxxx & 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 shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(aSECTION 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 EXHIBIT C and the list required to be delivered pursuant to Section 7.02(dSECTION 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;; p&s.form.01.wpd - 3 - (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(bSECTION 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 EXHIBIT D.

Conditions. GMAC shall be permitted (a) The obligation of the Company to designate, purchase and pay ---------- for the Purchaser shall be permitted DM Associates Interests at the Closing and consummate the other transactions contemplated hereby are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each the Closing of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC The representations and warranties of Xxxxxxxxx, FCN and the Foundation contained herein shall represent that be true and correct in all material respects at and as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Closing as though then made and that each Receivable arising thereunder identified as an Eligible Receivable Xxxxxxxxx, FCN and conveyed the Foundation shall have complied with all of their agreements herein set forth and Xxxxxxxxx shall have executed and delivered to the Purchaser on Company a certificate to such Addition Date is an Eligible Receivableeffect; (ii) GMAC The Company shall have delivered obtained the requisite consents of the holders of its Senior Subordinated Notes due 2004 (the "Debentures") and its bank lenders 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)transactions contemplated hereby; (iii) GMAC The Company shall have agreed to deliver obtained financing on terns and conditions acceptable to the Purchaser, for deposit Company in amounts sufficient to fund the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising purchase price set forth in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateSection 1 hereof; (iv) as The Company shall have obtained waivers from the Company's bank lenders and the holders 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 Debentures of any pending insolvency;defaults or events of default then existing or alleged to be in existence under the Company's bank loan agreements or the indenture pursuant to which the Debentures were issued; and (v) the Schedule of Accounts There shall have been amended to reflect such Additional Accounts obtained all required waivers, consents and releases of the partners of DM Associates and New DM Management I and New DM Management II and CDA shall have acknowledged in writing that it has no further interests in any of the DM Associates Interests. (b) The obligation of Xxxxxxxxx, FCN and the Schedule Foundation to sell the DM Associates Interests at the Closing and consummate the other transactions contemplated hereby are subject to: (i) The representations and warranties of Accounts as so amended shall be the Company contained herein being true and correct in all material respects at and as of the Addition DateClosing as though then made and the Company having complied with all of its agreements herein set forth and a duly authorized officer of the Company shall have executed and delivered to Xxxxxxxxx a certificate to such effect; (viii) GMAC The Company shall have delivered a solvency opinion to Xxxxxxxxx at the Company's sole cost and expense, in form and substance reasonably acceptable to Xxxxxxxxx, from Houlihan, Lokey, Xxxxxx & Zukin or another independent valuation firm reasonably acceptable to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveCompany and Xxxxxxxxx; (viiiii) The Company shall have obtained waivers from the conditions set forth in Section 2.7(b) Company's bank lenders and the holders of the Trust Sale and Servicing Agreement Debentures of any defaults or events of default then existing or alleged to be in existence under the Company's bank loan agreements or the indenture pursuant to which the debentures were issued; (iv) The Company shall have been satisfiedobtained the requisite consents of the holders of its Debentures and its bank lenders to the transactions contemplated hereby; and (viiiv) GMAC There shall have delivered been obtained all required waivers, consents and releases of the partners of DM Associates and New DM Management I and New DM Management II. (c) Any condition specified in this Section 3 may be waived if consented to in writing by the Purchaser an Opinion of Counsel of GMAC substantially Company in the form case of Exhibit D.the conditions specified in Section 3(a) or by Xxxxxxxxx, FCN or the Foundation in the case of the conditions specified in Section 3(b).

Conditions. GMAC (a) Notwithstanding anything in this Agreement to the contrary, Buyer’s obligation to purchase the Property shall be permitted subject to designate, and contingent 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 or waiver of the following conditions on or prior to the related Addition Dateprecedent: (i) GMAC shall represent that as Buyer’s inspection and approval, within the Inspection Period, of the related Additional Cut-Off Date each such Additional Account is an Eligible Account all physical, environmental, economic and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed legal matters relating to the Purchaser on such Addition Date is an Eligible ReceivableProperty, pursuant to Section 2.3 above; (ii) GMAC shall The willingness of Title Company to issue, upon the sole condition of the payment of its regularly scheduled premium, its American Land Title Association extended coverage Owner’s Policy of Title Insurance [2006 Form] (the “Title Policy”), with such endorsements as may have been requested by Buyer and agreed to in a written commitment to insure title delivered to Buyer and Seller by Title Company during the Purchaser a duly executed written assignment Inspection Period, insuring Buyer in substantially the form amount of Exhibit C the Purchase Price that title to the Real Property is vested of record in Buyer on the Closing Date subject only to the printed conditions and exceptions of such policy and the list required to be delivered pursuant to Section 7.02(d)Permitted Exceptions; (iii) GMAC shall have agreed to deliver to Seller’s performance or tender of performance of all material obligations under this Agreement and the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale material truth 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 Dateaccuracy of Seller’s express representations and warranties; (iv) as Buyer’s receipt (via pdf or delivery of an original) on or before the Closing Date of tenant estoppel certificates from and duly executed by Fuji, for each Lease by Fuji of the Addition DateProperty, 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 each case substantially in the form of Exhibit D.I attached to this Agreement, or such other form as is delivered by Fuji and permitted by the respective Fuji Lease. If such tenant estoppel certificates have not been received by the Closing Date, Seller shall have the right, but not the obligation, to extend the Closing Date by thirty (30) days by written notice from Seller to Buyer at least two (2) business days before the Closing Date, to enable Seller to continue to pursue such tenant estoppel certificates. In no event shall Seller be obligated to deliver updates to such tenant estoppel certificates. Seller’s failure to obtain such tenant estoppel certificates shall constitute a failure of a closing condition only and shall not constitute a default or breach by Seller under this Agreement nor shall Seller be required to declare a default under either Fuji Lease, commence legal action, or pursue any other remedies against Fuji to obtain such tenant estoppel certificates. No tenant estoppel certificate shall be acceptable to satisfy this condition precedent if such tenant estoppel certificate (a) reveals any material default under a Fuji Lease, (b) reveals any amendment or modification to a Fuji Lease which was not provided to Buyer during the Inspection Period, or (c) reveals any other material adverse circumstance not disclosed to Buyer during the Inspection Period; (v) Seller shall have exercised the “Lump Sum Payment Option” pursuant to Section 4 of each of the most recent amendments to Leases to Fuji affecting the Property, with the “Lump Sum Payment Date” to be on the same day as the Closing Date, and with the Lump Sum Payments (as defined below) paid to Fuji (or its successor as tenant under each Lease to Fuji), on the Closing Date through the escrow described in Section 6.1 below, which Lump Sum Payments shall be sufficient to (i) eliminate all free rent that Fuji is scheduled to receive under each Lease to Fuji from and after the Closing Date and (ii) increase the monthly base rent for the period commencing on November 16, 2018 and ending on December 15, 2018, and the period commencing on November 16, 2019 and ending on December 15, 2019, to that proscribed by Section 4 of the most recent amendments, that can be bought out via the exercise of the Lump Sum Payment Option under each Lease to Fuji; and (vi) Seller shall have exercised its rights pursuant to Section 5 of each of the most recent amendments to Leases to Fuji affecting the Property to render the Proposition 13 Protection (as defined in each Lease to Fuji) and subparagraph 6(b)(7) of each Lease null and void and of no force or effect as to the purchase and sale described herein, with the payment of the Tax Payments (as defined below) to be on the same day as the Closing Date and paid to Fuji (or its successor as tenant under each Lease to Fuji) on the Closing Date through the escrow described in Section 6.1 below. (b) Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer’s performance or tender of performance of all material obligations under this Agreement and the material truth and accuracy of Buyer’s express representations and warranties; and (ii) The satisfaction or Buyer’s written waiver of the conditions set forth in subparagraphs (a)(i) and (ii) above.

Conditions. GMAC shall be permitted 3.01 The Escrow opened pursuant to designateSection 2.01, and the Purchaser shall be permitted Buyer's obligation to accept purchase the designation ofProperty pursuant to this Agreement, Additional Accounts, in accordance with Section 2.03(a) only upon are contingent on the satisfaction of each or waiver of the following conditions on or prior conditions, which are solely for Buyer's benefit, unless otherwise indicated: (a) Buyer's approval of a current Preliminary Title Report (the "Title Report") with respect to the related Addition Date:Property within sixty (60) days after the date of this Agreement; provided, however, that (i) Seller or Escrow Holder shall deliver the Title Report and all documents referred to therein to Buyer within fifteen (15) days after the date of this Agreement; and (ii) Buyer's failure to deposit written disapproval of the Title Report into Escrow within said sixty (60) day period shall constitute Buyer's approval of the Title Report. (b) Buyer's approval of an A.L.T.A. survey of the Property (the "Survey") and a supplemental A.L.T. A. title report with respect to the Property based on the Survey and an inspection of the Property (the "Supplemental Title Report") within sixty (60) days after the date of this Agreement; provided, however, that (i) GMAC Buyer shall represent that as of be solely responsible for securing the related Additional Cut-Off Date each such Additional Account is an Eligible Account Survey at Buyer's sole expense; 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 Buyer's failure to deposit written disapproval of the Survey and/or the Supplemental Title Report into Escrow within said sixty (60) day period shall constitute Buyer's approval of the Survey and/or the Supplemental Title Report. (c) Buyer's determination, within sixty (60) days after the date of this Agreement, that the Property is free from filled ground or other geological or engineering conditions that, in Buyer's sole discretion, would preclude the use and development of the Property as intended by Buyer without extra expense for precautionary, corrective, or remedial measures; provided, however, that, Buyer's failure to deposit into Escrow, within said sixty (60) day period, written notification to Seller and Escrow Holder that this condition has not been satisfied shall constitute Buyer's waiver of this condition. (d) Buyer's approval, within sixty (60) days after the date of this Agreement, of a feasibility study and such other due diligence matters relating to the Property as Buyer deems appropriate in its sole discretion (the "Feasibility Studies"); provided, however, that (i) the Feasibility Studies may include, without limitation, economic studies, soils tests, cost evaluations, demographic studies, studies as to the availability, location and cost of existing and future utilities, percolation tests, water availability tests and other such studies and tests; and (ii) Buyer's failure to deposit written disapproval of the Feasibility Studies into Escrow within said sixty (60) day period shall constitute Buyer's approval of the Feasibility Studies. (e) Buyer's approval, in its sole and absolute discretion, within thirty (30) days after date of this Agreement, of a Phase I Environmental Impact Report on the Property from a duly licensed soils engineer, environmental consultant, geologist or other professional (the "Phase I Report") to be conducted at the sole cost and expense of Seller; provided however, that (i) if the completed Phase I Report is delivered to Buyer not later than twenty-five (25) days after the date of this Agreement; and (ii) Buyer's failure to deposit into Escrow within said thirty (30) day period a written notification that this condition has not been satisfied shall constitute Buyer's waiver of this condition. In the event the completed Phase I Report is not delivered to Buyer within twenty-five (25) days after the date of this Agreement, Buyer shall have delivered to the Purchaser a duly executed written assignment right in substantially the form of Exhibit C its sole 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 Accountabsolute discretion, to extend the extent required by period for delivery of the Trust Sale and Servicing Agreementcompleted Phase I Report for up to an additional thirty (30) days and, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since event, 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 condition set forth in clauses Subparagraph 3.01(e)(ii) above shall be extended for an additional five (i5) through (v) above;days after the delivery of the Phase I Report to Buyer. (viif) the conditions set forth Buyer's approval, in Section 2.7(bits sole and absolute discretion, on or before five (5) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered business days prior to the Purchaser an Opinion close of Counsel Escrow of GMAC substantially a Phase II Environmental Impact Report (if the Phase I Report reveals a condition which, in the form Buyer's sole discretion, necessitates or makes advisable a Phase II Environmental Impact Report on the Property from a duly licensed soils engineer, environmental consultant, geologist or other professional (the "Phase II Report") to be conducted at the sole cost an expense of Exhibit D.Seller; provided, further, however, that the Buyer's failure to deposit into Escrow on or

Conditions. GMAC Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of Lender to decrease the Revolving Loan Amount, increase the Subordinated Debt Amount, modify certain financial covenants and agree to the other modifications contemplated by this Second Amendment, shall be permitted subject to designate, the performance by Borrower prior to the date on which this Second Amendment is executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement and 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 of the following conditions on or prior precedent. The obligations to continue to make disbursements of proceeds under the Loans are, and shall remain, subject to the related Addition conditions precedent in the 2005 Loan Agreement and to the receipt by Lender of all the following in form and substance satisfactory to Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account amended 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 Purchaserrestated Revolving Note, 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.A attached hereto; (ii) an amended and restated Subordinated Debenture, substantially in the form of Exhibit B attached hereto; (iii) an amendment to the Pledge Agreement, substantially in the form of Exhibit C attached hereto, including the Acknowledgements of PrivateBank Georgia and PrivateBank Wisconsin attached thereto; (iv) an amendment to the Collateral Safekeeping Agreement, substantially in the form of Exhibit D attached hereto; (v) a Rate Election Notice with respect to any disbursement under the Subordinated Debenture to be made at Closing; (vi) a certificate of good standing of Borrower, certified by the appropriate governmental official in its jurisdiction of incorporation and dated within the five business days preceding the date hereof; (vii) (a) copies, certified by the Secretary or Assistant Secretary of Borrower, of the (I) resolutions duly adopted by the board of directors of Borrower (or the appropriate committee thereof) authorizing the execution, delivery and performance of this Second Amendment and the other documents to be delivered by Borrower pursuant to this Second Amendment (including the Second Amendment, the “Amendment-Related Documents”), and (II) the Bylaws of Borrower as currently in effect; and (b) a certification by the Secretary or Assistant Secretary of Borrower that there has been no amendment to the articles of incorporation of Borrower from and after September 29, 2005, and that the articles of incorporation delivered by Borrower to the Lender on September 29, 2005, remain in full force and effect; (viii) stock certificates evidencing all outstanding capital stock of PrivateBank Georgia (if not previously delivered) and PrivateBank Wisconsin, together with irrevocable stock powers for each such certificate endorsed by Borrower in blank, which shall have been delivered to the custodian under and in accordance with the Collateral Safekeeping Agreement; (ix) a written opinion of Vedder, Price, Kxxxxxx & Kammholz, P.C., counsel to the Borrower, addressed to the Lender, substantially in the form of Exhibit E attached hereto; and (x) such other documents, agreements or instruments as Lender may reasonably request.

Conditions. GMAC shall be permitted 6.1 The obligations of the Parties to designatecomplete the transactions contemplated by this Agreement are subject to the fulfillment, and on or before the Purchaser shall be permitted to accept the designation ofEffective Time, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Amalgamation Resolution shall have been approved and adopted by the MVC Shareholders at the MVC Meeting, and if required by the CSE, the Amalgamation shall be approved by the Ten Fifty-Five Shareholders and the Ten Fifty-Five Meeting; (b) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Ten Fifty-Five or MVC which shall prevent the consummation of the Amalgamation; (c) all necessary regulatory approvals to effect the transactions contemplated herein shall have been obtained, including the requisite approval of the CSE for, among other things, the listing thereon of the Resulting Issuer Shares to be issued and reserved for issuance in connection with the Amalgamation; (d) the CSE shall have conditionally approved the listing and posting for trading on the CSE of the Resulting Issuer Shares, subject only to satisfaction of customary listing conditions of the CSE; (e) the name of Ten Fifty-Five shall have been changed to “CB2 Insights Inc.” or prior such other name as may be acceptable to MVC and relevant Governmental Entities; (f) all applicable securityholders shall have entered into the related Addition Date:requisite escrow agreements required by the CSE; (g) the holders of the MVC Debentures shall have either converted the MVC Debentures into MVC Shares or consented to an exchange of the MVC Debentures for equivalent debentures in the Resulting Issuer; (h) the holders of the MVC Options and MVC Warrants shall have either executed such securities to acquire MVC Shares or have consented to exchange such securities for equivalent securities in the Resulting Issuer; (i) GMAC this Agreement 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 not 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 terminated 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 satisfiedaccordance with its terms; and (viiij) GMAC shall have delivered the distribution of the securities pursuant to the Purchaser an Opinion Amalgamation shall be exempt from the prospectus and registration requirements of Counsel applicable Securities Laws either by virtue of GMAC substantially in exemptive relief from the form securities regulatory authorities of Exhibit D.each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102).

Conditions. GMAC shall be permitted to designate, and The obligations of the Purchaser shall be permitted to accept purchase any Notes are subject to the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each accuracy of the following conditions representations and warranties on or prior to the related Addition Date: (i) GMAC shall represent that part of NIB in the Selling Agency Agreement as of the date hereof as if made on the date hereof and as of the related Additional Cut-Off Date each settlement date as if made on such Additional Account is an Eligible Account date, to the performance and observance by NIB of all covenants and agreements contained in the Selling Agency Agreement on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that each Receivable arising thereunder identified purpose shall have been instituted or threatened. (b) The Purchaser shall (except to the extent expressly waived in writing by the Purchaser) have received, appropriately updated, (i) a certificate of NIB, dated as an Eligible Receivable of the relevant settlement date, to the effect set forth in Section 5(d) of the Selling Agency Agreement (except that references to the Prospectus shall be to the Prospectus as supplemented as of the date of such Terms Agreement), (ii) the opinion of the General Counsel or Senior Counsel of NIB, dated as of such settlement date, to the effect set forth in Section 5(c) of the Selling Agency Agreement, (iii) the opinion of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Purchaser, dated as of such settlement date, to the effect set forth in Section 5(f) of the Selling Agency Agreement, and conveyed (iv) a letter of a duly appointed independent auditor, dated as of such settlement date, to the effect set forth in Section 5(e) of the Selling Agency Agreement. (c) Prior to such settlement date, NIB shall have furnished to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified above shall not have been fulfilled in all material respects when and as provided herein, or if any of the opinions and certificates mentioned above and required to be 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 terms hereof shall have agreed to deliver not be in all material respects reasonably satisfactory in form and substance to the PurchaserPurchaser and its counsel, for deposit in this Terms Agreement and all obligations of the Collection Account, to the extent required by the Trust Sale Purchaser hereunder and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in Notes subject hereto may be canceled at, or at any time prior to, the related settlement date by the Purchaser. Notice of 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 cancelation shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered given to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth NIB in clauses (i) through (v) above; (vii) the conditions set forth writing or by telephone or telegraph confirmed 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.writing.

Conditions. GMAC 8.1 The obligation of the Purchaser Parties to complete the purchase of the Purchased Assets in accordance with this Agreement shall be permitted subject to designatethe following condition being satisfied on or before 2 p.m. (Toronto time) on the Condition Date (the “Purchaser’s Conditions”): (a) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor Parties shall have been complied with or performed in all material respects; (b) AGLC shall have provided notice to the Purchaser that it has satisfied AGLC due diligence procedures and is eligible to be granted a Retail Cannabis Licence for the Transferred Premises. For greater certainty, it will not be a Purchaser’s Condition for AGLC to have granted a Retail Cannabis Licence to the Purchaser in respect of any of the Transferred Premises; (c) provided that the Purchaser Parent has made it best efforts in applying for approval, the Purchaser Parent has received the approval from the NEO, if required, to issue Purchaser Parent Shares under and pursuant to the Convertible Note, subject only to customary conditions; and (d) the Retail Management Agreement shall have been executed, provided that the execution of such agreement shall be deemed not to constitute a Purchaser’s Condition with respect to Premises of which Kush Bar is the tenant under the Lease Agreement. For greater certainty, the parties agree that a Closing will occur with respect to the Kush Bar locations notwithstanding that the Retail Management Agreement has been executed. The Purchaser’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Purchaser Parties and the Purchaser Parties may waive any or all of the Purchaser’s Conditions by notice in writing given to the Vendor Parties on or before the Condition Date. In the event that the Purchaser’s Conditions are not satisfied or waived as aforesaid by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be permitted conclusively deemed not to accept have been satisfied. Any waiver of the designation ofPurchaser’s Conditions shall not constitute a waiver or release of the Vendor Parties of any responsibility or liability owed by the Vendor Parties to the Purchaser Parties, Additional Accountspursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. If the Purchaser’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 2.03(a3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder. If the Purchaser’s Condition set forth in Section 8.1(b) only upon satisfaction is not capable of each being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Purchaser Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Purchaser’s Condition set forth in Section 8.1(b), by providing written notice of such extension to the Vendor Parent; provided further that, if such Purchaser’s Condition is still not capable of being satisfied by the extended Condition Date as a result of a new inquiry made by AGLC after the original Condition Date, then the Parties, acting reasonably, shall agree to one further extension of the Condition Date for the sole purpose of satisfying such Purchaser’s Condition. 8.2 The obligations of the Vendor Parties to complete the sale of the Purchased Assets in accordance with this Agreement shall be subject to all of the following conditions being satisfied on or prior to before 2 p.m. (Toronto time) on the related Addition Date:Condition Date (collectively, the “Vendor’s Conditions”): (ia) GMAC the Purchaser Parties shall represent that as have complied with any requests of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and Landlords that each Receivable arising thereunder identified are required as an Eligible Receivable and conveyed conditions to providing the Lease Transfers; (b) AGLC shall have provided notice to the Purchaser on such Addition Date that it has satisfied AGLC due diligence procedures and is an Eligible Receivableeligible to be granted a Retail Cannabis Licence for the Transferred Premises; (iic) GMAC shall have delivered to the Purchaser a duly executed written assignment Parent has received the approval from the NEO to issue the Closing Securities in substantially reliance on the form prospectus exemption contained in Section 2.24 of Exhibit C and NI 45-106 (the list required to be delivered pursuant to Section 7.02(d“Consultant Exemption Exchange Approval”); (iiid) GMAC no Event of Default shall have agreed occurred; and (e) all of the terms, covenants and conditions of this Agreement to deliver to the Purchaser, for deposit in the Collection Account, to the extent required be complied with or performed 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 Parties shall have been amended to reflect such Additional Accounts complied with or performed in all material respects. The Vendor’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Vendor Parties and the Schedule of Accounts as so amended shall be true and correct as Vendor Parent may waive any or all of the Addition Date; (vi) GMAC shall have delivered Vendor’s Conditions by notice in writing given to the Purchaser Parties on or before the Condition Date. In the event that the Vendor’s Conditions are not satisfied or waived by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of the Vendor’s Conditions shall not constitute a certificate waiver or release of an Authorized Officer the Purchaser Parties of GMAC confirming any responsibility or liability owed by the items Purchaser Parties to the Vendor Parent, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. If the Vendor’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder. If the Vendor’s Condition set forth in clauses (iSection 8.2(b) through (v) above;is not capable of being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Vendor Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Vendor’s Condition set forth in Section 8.2(b), by providing written notice of such extension to the Vendor Parent. (vii) 8.3 The Vendor Parties and the Purchaser Parties agree that this Agreement is a binding agreement notwithstanding the conditions set forth in Section 2.7(bthis Article 8. 8.4 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 the Trust Sale Purchased Assets in accordance with the 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 the Condition 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 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 It shall be permitted an express precondition to designate, Purchaser’s obligation to purchase the Property that each 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 every one of the following conditions on or prior to shall have been satisfied as of the related Addition Date:Closing Date (as the same may be waived by Purchaser). (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 Subject to the provisions of Section 8(b) below, Sellers shall convey to Purchaser on such Addition Date is an Eligible Receivable;at Closing not less than all the Tangible Personal Property (subject to reasonable wear and tear and changes or turnover in inventory in the ordinary course of business at the Property) and Intangible Property identified pursuant to Section 4(k) will be transferred to Purchaser at Closing; and (ii) GMAC shall have delivered Subject to the provisions of Section 8(b) below, no new claims or litigation have arisen respecting the Property or against Sellers or Manager involving the Property not identified pursuant to Section 4(k). (iii) Subject to the provisions of Section 8(b) below, the Title Company shall be irrevocably committed to deliver the Title Policy to Purchaser a duly executed written assignment in substantially conformance with Section 5(d) hereof, subject only to the form Permitted Exceptions. (iv) Each of Exhibit C and the list documents referred to in Section 9 hereof required to be delivered pursuant by Sellers shall have been fully executed and delivered to the Title Company, provided that the conveyance of property and the assignment and assumption of contracts referred to in Sections 9(b), 9(c), 9(e) and 9(f) shall be evaluated with reference to the provisions of Section 7.02(d);8(b) in the event that less than complete transfers and/or assignments occur. (iiiv) GMAC Purchaser shall have agreed to deliver obtained the Liquor License Assignment Approvals or the Temporary Liquor License. (vi) Subject to the Purchaserprovisions of Section 8(b) below, for deposit all governmental and third party consents necessary in the Collection Account, order to consummate Closing shall have been obtained and all applicable waiting periods shall have expired. (vii) Subject to the extent required by provisions of Section 8(b) below, the Trust Sale and Servicing Agreement, all Collections PUD Guide shall have not been revoked or amended 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 Property and no change shall have occurred in the zoning and land use controls regarding the Property, except as has been amended to reflect such Additional Accounts approved by Purchaser in its sole 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; andabsolute discretion. (viii) GMAC There shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially been no Adverse Change or Adverse Changes, in the form of Exhibit D.aggregate, resulting in Adverse Costs greater than the Adverse Limit, unless waived or deemed waived by Purchaser, as provided in Section 8(b) below.

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 Rogexx & Xardxx, 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 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 Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of the Lender to amend the “Termination Date” as set forth in subsection 1.2 of the 2001 Loan Agreement, as contemplated by this Fifth Amendment, shall be permitted subject to designate(i) the performance by the Borrower prior to the date on which this Fifth Amendment is completely executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement, (ii) the representations and warranties herein being true, correct and complete in all respects, and (iii) 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. The obligations to continue to make Advances under the Revolving Loan and Term Loan shall remain subject to the related Addition conditions precedent in the 2001 Loan Agreement and to the receipt by the Lender of all the following in form and substance satisfactory to the Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) GMAC shall represent that as copies, certified by the Secretary of Parent, of the related Additional Cut(a) resolutions duly adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Fifth Amendment and any other documents to be delivered pursuant hereto (the “Amendment-Off Date each such Additional Account is an Eligible Account Related Documents”) to be executed by the Parent, (b) the Bylaws of the Parent as currently in effect, and that each Receivable arising thereunder identified (c) the Charter of the Parent as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivablecurrently in effect; (ii) GMAC shall have delivered to copies, certified by the Purchaser a Secretary of the Borrower, of the (a) resolutions duly executed written assignment in substantially adopted by the form Board of Exhibit C Directors of Borrower authorizing the execution, delivery and the list required performance of this Fifth Amendment and any Amendment-Related Documents to be delivered pursuant to Section 7.02(d);executed by the Borrower, (b) the Bylaws of the Borrower as currently in effect, and (c) the Charter of the Borrower as currently in effect; and (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.Signature Authorization Certificate.

Conditions. GMAC 8.1 This Agreement shall not be effective, and none of the Supporting Parties shall have any obligations hereunder, unless CPC has paid, directly to the applicable Supporting Party or service providers, all of the Supporting Parties’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall be permitted sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), as set forth in any invoices issued to designate, and CPC by the Purchaser applicable Supporting Party or service providers at least two (2) Business Days in advance of the date on which payment is sought. 8.2 Consummation of the Alternative Recapitalization Transaction shall be permitted subject to accept the designation of, Additional Accounts, satisfaction in accordance with Section 2.03(a) only upon satisfaction of each all material respects of the following conditions on or terms prior to and/or concurrently with the related Addition Closing Date, each of which are for the benefit of CPC and the Supporting Parties, and each of which, as applicable, may be waived by CPC and by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (ia) GMAC an Alternative Recapitalization Triggering Event 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 Receivablehave occurred; (iib) GMAC the Closing Date shall have delivered to occur on or before 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)Outside Date; (iiic) GMAC all disclosure documents on or after the Agreement Date and definitive agreements in respect of the Alternative Recapitalization Transaction (including all Transaction Documents) shall be in a form agreed to in advance by CPC and the Supporting Parties, each acting reasonably; (d) any amendments to the structure of the Alternative Recapitalization Transaction and the steps required to complete the Alternative Recapitalization Transaction from those provided for in this Agreement shall be in form and substance satisfactory to CPC and the Supporting Parties, each acting reasonably; (e) (i) the Plan, the Final Order, the U.S. Recognition Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in the CBCA Proceedings or the Chapter 15 Cases shall be in a form reasonably agreed to in advance by CPC and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have agreed been entered in form and substance acceptable to deliver to CPC and the PurchaserSupporting Parties, for deposit in each acting reasonably; (ii) the Collection Account, Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as and to the extent required by the Trust Sale Court in the Interim Order or otherwise and Servicing Agreement, all Collections with respect as required by Law or stock exchange rules; and (iii) the Plan shall have been approved by the Court pursuant to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Final Order; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor U.S. Recognition Order shall any of them have been made insolvent entered by such transfer nor is either of them aware of any pending insolvency; the U.S. Bankruptcy Court; and (v) the Schedule of Accounts Final Order, all other orders granted by the Court, and the U.S. Recognition Order each shall be in full force and effect, final and executory notwithstanding appeal, in each case in form and substance acceptable to CPC and the Supporting Parties, each acting reasonably; (f) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been amended made to reflect such Additional Accounts any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Alternative Recapitalization Transaction that restrains or impedes in any material respect or prohibits (or if granted would reasonably be expected to restrain or impede in any material respect or prohibit), the Alternative Recapitalization Transaction or any material part thereof or requires a material variation from the form of the Alternative Recapitalization Transaction contemplated herein; and (g) all consents, approvals, authorizations and orders listed in Part A of Schedule “D” shall have been obtained. 8.3 Consummation of Accounts as so amended the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) CPC shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of CPC set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the Addition occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not have a Material Adverse Effect; (c) the Notes, including any November 2016 Accrued Interest, shall have been exchanged for (i) US$135.0 million of interests in the principal of the Refinanced Loan and (ii) newly-issued Shares of CPC representing 95% of the aggregate amount of all CPC Shares issued and outstanding after giving pro forma effect to the transactions contemplated hereby (other than any share purchase that may be consummated in connection with a Take-Private); (d) each right and privilege of any kind of the Supporting Parties contemplated in Schedule C (“Supporting Parties’ Rights”) shall have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the terms set forth in this Agreement and in Schedule C, in each case acceptable to CPC and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of all of the Supporting Parties that have executed this Agreement on the Agreement Date; (vie) GMAC CPC shall have delivered paid, to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth applicable Supporting Party or service providers, in clauses (i) through (v) above; (vii) the conditions set forth cash in Section 2.7(b) full all of the Trust Sale Supporting Parties’ reasonable and Servicing Agreement documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall have been satisfiedbe sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), outstanding as of the Closing Date for which CPC was issued an invoice by the applicable Supporting Party or service provider; and (viiif) GMAC the Supporting Parties shall have delivered received from counsel to the Purchaser an Opinion Company customary forms of Counsel legal opinion with respect to (i) the creation and validity of GMAC substantially the mortgages, charges and security interests (collectively, the “Refinanced Loan Security”) granted by CPC and the applicable subsidiary guarantors as security for their obligations under the Refinanced Loan, (ii) the enforceability against CPC and the applicable subsidiary guarantors of the instruments and agreements creating the Refinanced Loan Security and (iii) the making of all filings and registrations in all public registries necessary to perfect the form Refinanced Loan Security in accordance with applicable law. 8.4 Consummation of Exhibit D.the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of CPC and may be waived by the consent of CPC: (a) Each Supporting Party shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; and (b) the representations and warranties of each Supporting Party set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not reasonably be expected to have a material adverse effect on the ability of such Supporting Party to consummate the transactions contemplated by this Agreement in a timely manner.

Conditions. GMAC shall be permitted With respect to designateeach Transaction, and Dealer’s obligations under such Transaction are subject to the Purchaser shall be permitted to accept satisfaction, or the designation ofwaiver by Dealer, 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 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 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 PurchaserCounterparty hereunder, for deposit in the Collection Account, to Agreement (including as may be modified herein) and in 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 Pledge Agreement shall be true and correct as of the Addition Trade Date; (viii) GMAC Counterparty shall have delivered performed all of the covenants and obligations to be performed by Counterparty hereunder, under the Agreement (including as may be modified herein), and under the Pledge Agreement on or prior to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveTrade Date; (viiiii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement Counterparty shall have been satisfiedexecuted the applicable Supplemental Confirmation; and (viiii) GMAC Dealer shall have received proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC (as defined in the Pledge Agreement) or other appropriate filing offices of each jurisdiction as may be reasonably necessary and requested by Dealer prior to the Trade Date to perfect the security interests purported to be created by the Pledge Agreement as security for Counterparty’s Secured Obligations (as defined in the Pledge Agreement) and (ii) a number of Shares at least equal to the Number of Shares for such Transaction plus the number of Shares relating to all other Transactions outstanding hereunder, as security for Counterparty’s Secured Obligations (as defined in the Pledge Agreement), shall have been delivered to Dealer or the Purchaser an Opinion Custodian (as defined in the Pledge Agreement) and credited to the Collateral Account (as defined in the Pledge Agreement) in accordance with the Issuer Agreement, registered in the name of Counsel of GMAC substantially The Depository Trust Company (or its successor, “DTC”) or its nominee, maintained in the form of Exhibit D.book entries on the books of DTC, and allowed to be settled through DTC’s regular book-entry settlement services, all as provided in the Pledge Agreement, and no Collateral Event of Default (as defined in the Pledge Agreement) shall have occurred and be continuing.

Conditions. GMAC The Dealer Managers shall be permitted entitled to designatewithdraw as Dealer Managers in connection with the Invitation, at any time, if 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 permitted subject, in their discretion, to accept the designation ofconditions that: (a) All representations and warranties and other statements of UMS contained herein are now, Additional Accountsand 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. (c) The Invitation Supplement and any amendment or supplement thereto with respect to the 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 Announcement Date, Sxxxxxxx & Cxxxxxxx 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 rendering their opinions, Sxxxxxxx & Cxxxxxxx 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 Announcement Date, Rxxxx Xxxxxxx, 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 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 Announcement Date, the Deputy Director General of Legal Procedures of Credit of the following Ministry of Finance and Public Credit, 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 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 Announcement Date, Cxxxxx Xxxxxxxx Xxxxx & Hxxxxxxx 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 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 Announcement 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, and (iv) 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.Announcement Date such further information, certificates and documents as you may reasonably request.

Conditions. GMAC The following conditions must all be satisfied to the satisfaction of Ash, which satisfaction shall be permitted evidenced by a certificate from Ash to designatethe Escrow Agent that such conditions have been satisfied. In the event the Company has made efforts to satisfy such conditions, such consent shall not be arbitrarily withheld but Ash may exercise reasonable discretion in whether to give or withhold the consent on the basis of a reasonable good faith belief that one or more of the conditions has not been satisfied. The certificate from Ash to the Escrow Agent shall certify that the following conditions have been met or waived to its satisfaction. a. Ash shall have received a letter from AMRESCO Leasing Corporation to the effect that all of the AMRESCO conditions precedent, and other requirements have been met by RSi and that AMRESCO is willing to comply with its funding obligations under the Amended and Restated Program Agreement with RSi dated March 10, 1999 for the funding of units. x. Xxx shall have received a letter from RSG Investments, LLC to the effect that its Equipment, Purchase, and Sale Agreement with RSi has been modified and settled according to the following terms: $300,000 has been completely forgiven or repaid through a revenue sharing arrangement relative to a fixed number (not to exceed 2,000) of refreshment centers, $500,000 has been converted to Preferred Stock, $250,000 has been paid, and the Purchaser shall balance of $750,000 will be permitted to accept repaid at the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each time of the following conditions on initial public offering of RSi or prior within eight months of settlement. x. Xxx shall have received a certificate from the president of RSi to the related Addition Date: (i) GMAC shall represent effect that: - the Company believes that as the letter identified in paragraph 3a above is true and correct and that all of the related Additional Cut-Off Date each such Additional Account is an Eligible Account AMRESCO conditions precedent, underwriting requirements and other requirements have been met by RSi and that each Receivable arising thereunder AMRESCO is willing to comply with its funding obligations under the Amended and Restated Program Agreement with RSi dated March 10, 1999 for the funding of units. - the Company believes that the letter identified as an Eligible Receivable in paragraph 3b above is true and conveyed correct and that the Equipment, Purchase, and Sale Agreement with RSi has been modified and settled according to the Purchaser terms set forth in paragraph 3b above. - the Company has effectuated a reverse stock split of the common stock (but not the Preferred Stock) of the Company and that the percentage of ownership represented by the stock certificate set forth in paragraph 1.2 hereof, on such Addition Date a fully diluted basis, is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C as represented 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 warranted in the Collection Account, to Acquisition Agreements. - the extent required by representations and warranties set forth in 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 Acquisition Agreements are true and correct as of a date immediately preceding the Addition Date; (vi) GMAC shall have delivered distribution of escrowed documents, funds, and stock certificate. Ash will only issue such certificate to the Purchaser a Escrow Agent in the event that: - Ash has no reasonable basis to believe that such certificate of an Authorized Officer the president of GMAC confirming the items set forth RSi (see paragraph 3c) is inaccurate in clauses (i) through (v) above; (vii) any material respect. - Ash's financial and business due diligence as to RSi has been completed to its satisfaction. - All of the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall this paragraph 3 have been satisfied; and (viii) GMAC shall have delivered met or waived to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.its satisfaction.

Conditions. GMAC The Lender shall not be permitted obligated to designate, and make any advance of Loan proceeds or other sums under this Agreement or the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each other Loan Documents unless all of the following conditions on shall be satisfied at the time of such advance: (a) no Default or Event of Default shall have occurred under this Agreement which has not been waived by the Lender or cured to the satisfaction of the Lender. (b) the Premises shall not have been injured or damaged by fire or other casualty; or if so damaged, provisions currently and reasonably satisfactory to the Lender shall have been made to effect necessary repair and restoration in accordance with the Loan Documents. (c) the Deed of Trust shall have been recorded in the Real Property Records of Harris County, Texas with all filing fees and taxes xxxxefor paid, all prior to the related Addition Date:commencement of any construction on any part of the Premises or the placing of any equipment, supplies or material on the Premises. (d) the Lender shall have received proof of due filing of the Financing Statements and shall have received such other items and instruments as are necessary and appropriate in the opinion of the Lender to perfect a first priority security interest in all property covered by the Deed of Trust and all of the other Loan Documents. (e) with respect to any advance requested by Borrower to pay for construction costs of the Improvements or Off-Site Improvements, there shall have been delivered to the Lender evidence satisfactory to the Lender that (i) after the date of this Agreement, the Borrower has expended not less than an additional $500,000 of its own funds to pay for the construction of such Improvements or Off-Site Improvements (the "Additional Equity"), and (ii) the unadvanced Loan proceeds will be sufficient to pay for completion of all of the Improvements and the Off-Site Improvements in accordance with all Development Requirements; or if such proceeds are not adequate, arrangements currently satisfactory to the Lender shall have been made to provide sufficient funds to complete the Improvements and the Off-Site Improvements in accordance with all Development Requirements. (f) if requested by the Lender, the Borrower shall have furnished to the Lender one or more Officer's Certificates, dated the date of such advance and/or such other evidence as the Lender shall reasonably require, that no Default or Event of Default has occurred which has not been waived by the Lender or cured to the satisfaction of the Lender. (g) if requested by the Lender, the Sales Contract Schedule and a current Development Plan. (h) the Lender shall have approved each Development Agreement currently in existence and shall have received a security interest in each Development Agreement currently in existence. (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 Lender shall have received the Required Deposit in accordance with the terms and provisions of this Agreement, and Guarantor shall have executed and delivered to Lender the Purchaser a duly executed written assignment in substantially the form of Exhibit C Guaranty 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 Pledge 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 The amendments to the Credit Agreement set forth in Section 1 above shall be permitted to designate, and not become effective until the Purchaser shall be permitted to accept date (the designation of, Additional Accounts, in accordance with Section 2.03(a“Fourth Amendment Effective Date”) only upon satisfaction of each on which all of the following conditions on have been satisfied: (a) The Borrower, each Lender party hereto (constituting all of the Lenders), each Guarantor, and the Administrative Agent have delivered their fully executed signature pages hereto. (b) Without taking into account any amendment to, or amendment and restatement of, the NCS Warrant Agreement or Second NCS Warrant Agreement entered into prior to the related Addition date hereof, Tellurian and Nineteen77 Capital Solutions A LP shall have entered into an amendment to, or an amendment and restatement of, the NCS Warrant Agreement on mutually agreed terms, and have entered into an amendment to, or an amendment and restatement of the Second NCS Warrant Agreement on mutually agreed terms. (c) The Borrower shall have prepaid the Loans on a pro rata basis pursuant to Section 2.05(a) of the Credit Agreement in an aggregate principal amount of $12,000,000 (without taking into account any prepayments of the Loans made prior to the date hereof), plus any and all accrued but unpaid interest, fees and expenses relating to the Loans as of the Fourth Amendment Effective Date: . The Administrative Agent (acting at the direction of the Lenders) hereby agrees that: (i) GMAC the Borrower shall represent that as give notice 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 prepayment to the Purchaser Administrative Agent by email (which notice must indicate the day on which such Addition Date prepayment is an Eligible Receivable; to be made); and (ii) GMAC subject to Section 2.10(a) of the Credit Agreement, such notice shall have delivered to be given on the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required day on which such prepayment is to be delivered pursuant to Section 7.02(d);made. (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 Each of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any representations and warranties contained in Section 4 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 Amendment shall be true and correct on the Fourth Amendment Effective Date 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 of this Amendment. (e) of the Trust Sale and Servicing Agreement The Borrower shall have been satisfied; and (viii) GMAC shall have delivered paid all reasonable and documented out-of-pocket costs and expenses, including the reasonable and documented fees of Lxxxxx and Wxxxxxx LLP, counsel to the Purchaser an Opinion of Counsel of GMAC substantially Lenders, required to be reimbursed or paid by the Borrower under the Credit Agreement in the form of Exhibit D.connection with this Amendment.

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 certificxxxx of the Secretary of Buyer and HOLL, dated the Closing Date, setting forth resolutions of xhe Board of Directors of Buyer and HOLL authorizing the execution and delivery of this Agrexxxxt and each document and instrument required to be executed and delivered by Buyer and HOLL hereunder and the consummation of the transactions xxxxemplated 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 shall be permitted to designate, This Amendment and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction obligations of each of the following conditions on or prior party hereunder are expressly subject to the related Addition Dateconditions provided below: (ia) GMAC shall represent that as Landlord has successfully entered into and obtained a legally binding written amendment or termination of the related Additional Cut-Off Date lease of Expansion Space B by Divio, Inc. ("Divio"), or otherwise terminated such lease, in each case, satisfactory in all respects in form and substance to Landlord, in Landlord's sole discretion, providing for surrender to Landlord of Expansion Space B (the "Surrender"). Landlord shall give Tenant written notice of the satisfaction of this condition precedent or of Landlord's written waiver of this condition precedent. Landlord may give such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed notice by tender of delivery to Tenant or its broker of the Purchaser on such Addition Date is an Eligible Receivablekeys to Expansion Space B or by any other means permitted by the Lease; (iib) GMAC that Tenant has successfully entered into and obtained a legally binding written sub-sublease to Divio, as sub-sublessee, of certain space at 000 XxXxxxxx Xxxxx, _______________, California, which is approved by Cadence Design Systems, Inc., as sublessor, and by Lincoln-Whitehall Realty, LLC, a Delaware limited liability company, as lessor of such space. Tenant shall give Landlord written notice of the satisfaction of this condition precedent or of Tenant's written waiver of this condition precedent. In the event that both conditions have not been satisfied (and notice thereof given as provided above) or waived in writing as provided above, on or before July 31, 2001 (the "Sunset Date"), each of Landlord and Tenant, as its sole and exclusive remedy in such event, shall have delivered the option, exercisable by giving written notice to the Purchaser a duly executed written assignment other within three (3) business days after the Sunset Date, to terminate this Amendment. If neither party timely gives notice of its election to terminate this Amendment and if both conditions have not been satisfied or waived, as provided above, on or before the date which is thirty (30) days following the Sunset Date, then each of Landlord and Tenant shall again have the option to terminate this Amendment in substantially the form manner described above and such date shall constitute the new Sunset Date, it being the intention of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC parties that each party shall have agreed a recurring option to deliver to terminate this Amendment after each such period following the Purchaser, for deposit in the Collection Account, to the extent required initial Sunset Date if by the Trust Sale end of each such period both conditions have not been satisfied or waived as provided above. If either party timely and Servicing Agreementvalidly exercises its option to terminate this Amendment, then there shall be no lease of Expansion Space B to Tenant, Section 3 shall have no further force or effect and shall be deleted from this Amendment, and in all Collections other respects the Lease shall continue in full force and effect 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.Existing Premises.

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 each such Additional Account is an Eligible Account Transferor (or the Servicer on its behalf) has provided the Owner Trustee and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Indenture Trustee 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 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; (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 satisfiedso relying; and (viiivi) GMAC shall have the Transferor has delivered to the Purchaser an Opinion Owner Trustee, the Indenture Trustee and any Series Enhancers reasonable evidence confirming the validity and perfection of Counsel the transfer of GMAC substantially in the form of Exhibit D.Accounts included as Additional Accounts.

Conditions. GMAC The effectiveness of any Incremental Amendment shall be permitted subject to designatethe satisfaction on the date thereof (each, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(aan “Incremental Facility Closing Date”) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC both at the time of any such request for an Incremental Facility and on the Incremental Facility Closing Date, no Event of Default shall represent exist and at the time that as any such Incremental Loan is made (and after giving effect thereto) no Potential Event 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 Default or Event of Default (or, to the Purchaser on extent such Addition Date Incremental Facility is an Eligible Receivableused to finance a Permitted Acquisition, no Potential Event of Default or Event of Default under subsection 8.1, 8.6, 8.7 or 8.9) shall exist; (ii) GMAC shall have delivered after giving effect thereto and to the Purchaser all such Incremental Facilities under this subsection 2.10 on a duly executed written assignment pro forma basis in substantially the form of Exhibit C accordance with subsection 1.2B and the list required to use of proceeds therefrom (assuming for purposes of this calculation that (a) all Incremental Term Loans are “senior secured” and (b) the cash proceeds of any such Incremental Term Loans shall not be delivered pursuant to Section 7.02(dnetted), (I) Holdings shall be in Pro Forma Compliance and (II) Holdings’ Consolidated Senior Secured Net Leverage Ratio shall not exceed 3.00:1.00; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit representations and warranties contained herein and in the Collection Accountother Loan Documents (or, to the extent required such Incremental Facility is used to finance a Permitted Acquisition or other acquisition approved by the Trust Sale Requisite Lenders, only the Specified Representations) shall be true and Servicing Agreementcorrect in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all Collections material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Daterepresentation and warranty, for purposes of this condition; (iv) as to the extent reasonably request by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Addition DateClosing Date under subsection 4.1 (other than changes to such legal opinions resulting from a Change in Law, neither GMAC nor change in fact or change to counsel’s form of opinion reasonably satisfactory to 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;Administrative Agent); and (v) such other conditions as the Schedule of Accounts parties to such Incremental Amendment 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.agree.

Conditions. GMAC Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of the Lender to increase the amount of the Term Loan, extend the Termination Date and amend the financial. covenants as contemplated by this Second Amendment shall be permitted subject to designate(i) the performance by the Borrower prior to the date on which this Second Amendment is completely executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement, (ii) the representations and warranties herein being true, correct and complete in all respects, and (iii) 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 of the following conditions on or prior precedent. The obligations to continue to make Advances under the Revolving Loan and Term Loan as contemplated by this Second Amendment are, and shall remain, subject to the related Addition conditions precedent in the 2001 Loan Agreement and to the receipt by the Lender of all the following in form and substance satisfactory to the Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing 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 Purchaserrestated Revolving Note, 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.A attached hereto; (ii) the restated Term Note, substantially in the form of Exhibit B attached hereto; (iii) copies, certified by the Secretary of Parent, of the (a) resolutions duly adopted by the Board of Directors of Parent authorizing the execution, delivery and performance of this Second Amendment and the other documents to be delivered pursuant hereto (the “Amendment-Related Documents”) to be executed by the Parent, (b) the Bylaws of the Parent as currently in effect, and (c) the Charter of the Parent as currently in effect; (iv) copies, certified by the Secretary of the Borrower, of the (a) resolutions duly adopted by the Board of Directors of Borrower authorizing the execution, delivery and performance of this Second Amendment and the Amendment-Related Documents to be executed by the Borrower, (b) the Bylaws of the Borrower as currently in effect, and (c) the Charter of the Borrower as currently in effect; (v) a Signature Authorization Certificate; and (vi) a written opinion of counsel for the Parent and Borrower, addressed to the Lender, substantially in the form of Exhibit C attached hereto.

Conditions. GMAC The obligation of Bank to execute and to perform this Amendment 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 full satisfaction of each of the following conditions on or prior to the related Addition Dateprecedent: (ia) GMAC shall represent that Copies, certified as of the related Additional CutSeventh Amendment Effective Date, of such corporate documents of Parent and its Subsidiaries as Bank may request, including articles of incorporation, by-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified laws,(or certifying as an Eligible Receivable and conveyed to the Purchaser on continued accuracy of the articles of incorporation and by-laws previously delivered to Bank), and incumbency certificates, and such Addition Date is an Eligible Receivable;documents evidencing necessary corporate action by the Companies with respect to this Amendment and all other agreements or documents delivered pursuant hereto as Bank may reasonably request. (iib) GMAC This Amendment shall have delivered to the Purchaser a been duly executed written assignment and delivered by each of the Companies. (c) Starcraft shall have executed and delivered the Starcraft Note, together with the initial Application, Officer's Certificate and Borrowing Base Certificate related thereto. (d) Each of the Companies shall have executed, as appropriate, and delivered the Parent Guaranty Agreements and the Starcraft Guaranty Agreements in substantially the form of Exhibit C the attached Exhibits "C" and "D", respectively. (e) Each of the Companies shall have executed, as appropriate, and delivered the Parent Security Agreements 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 Starcraft Security Agreements 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 the attached Exhibit D."E". (f) The Companies shall have paid all costs and expenses incurred by Bank in connection with the negotiation, preparation and closing of this Amendment and the other documents and agreements delivered pursuant hereto or in connection herewith, including the reasonable fees and out-of-pocket expenses of Messrs. Xxxxx & Xxxxxxx, special counsel to Bank. (g) Bank shall have received such additional agreements, documents and certifications, fully executed by the Companies as may be reasonably requested by Bank, or its counsel, including amendments to collateral documents.

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 Xxxxxx 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 Xxxxxx 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 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“Amendment 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 Replacement Term Lenders 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 or a Lender Consent; (iib) GMAC the Administrative Agent shall have delivered to the Purchaser a duly executed written assignment in substantially the form received (i) any required notice of Exhibit C and the list required to be delivered prepayment of Loans pursuant to Section 7.02(d)2.05(1) of the Existing Credit Agreement and (ii) any required notice of borrowing of Replacement Term Loans pursuant to Section 2.02 of the Existing Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.05(1) and 2.02, as applicable, of the Existing Credit Agreement or such shorter period as the Administrative Agent may agree; (iiic) 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; (vi) 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 5 above shall be true and correct as of the Addition DateFourth Amendment Effective Date and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date (except to the extent already qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects), except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (except to the extent already qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects); (vid) GMAC no Default or Event of Default shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveexist, or would result from this Amendment; (viie) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the conditions set forth in Section 2.7(bSections 6(c) and 6(d) have been satisfied and that none of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have Organizational Documents of the Loan Parties previously delivered to the Purchaser an Opinion Administrative Agent on the Amendment Effective Date have been amended, modified, repealed, revoked or rescinded since the Amendment Effective Date (June 15, 2017), and each remains in full force and effect as of Counsel the date hereof (or, if any such Organizational Document has been so amended or modified, attaching such amended or modified Organizational Document); (f) the Administrative Agent shall have received certificates of GMAC good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction); (g) the Administrative Agent shall have received a solvency certificate from a Financial Officer of the Borrower (after giving effect to this Amendment) substantially in the form of Exhibit D.I attached to the Existing Credit Agreement; (h) the Administrative Agent and the Repricing Arrangers (as defined below) shall have received a duly executed letter of direction from the Borrower addressed to Administrative Agent and the Repricing Arrangers, directing the disbursement on the Amendment Effective Date of the proceeds of the Replacement Term Loans made on such date; (i) the Administrative Agent shall have received a customary legal opinion from Winston & Xxxxxx LLP, counsel to the Loan Parties; (j) the payment of the Term Loan Repayment Amount by the Borrower to the Administrative Agent for the accounts of the existing Term Lenders, as a voluntary prepayment in full of the Loans outstanding on the Fourth Amendment Effective Date, shall occur substantially simultaneously with the Borrowing of the Replacement Term Loans; (k) the Borrower shall have paid to Lenders, the Administrative Agent and the Repricing Arrangers the fees payable on the Fourth Amendment Effective Date referred to in the Engagement Letter, dated June 15, 2018 (the “Engagement Letter”), by and among JPMorgan Chase Bank, N.A. (“JPMorgan”) and the Borrower and all expenses payable pursuant to Section 10.04 of the Amended Credit Agreement or pursuant any other letter agreement with the Repricing Arrangers which have accrued to or are otherwise payable on the Fourth Amendment Effective Date (including reasonable and documented fees, disbursements and other charges of counsel), in each case to the extent the Borrower has received invoices therefor at least three Business Days prior to the Fourth Amendment Effective Date; and (l) (i) the Administrative Agent shall have received at least three (3) Business Days prior to the Fourth Amendment Effective Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it no later than five (5) Business Days prior to the Fourth Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Fourth Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower no later than five (5) Business Days prior to the Fourth Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

Conditions. GMAC shall be permitted The obligations of the Initial Purchasers to designate, purchase the Securities under this Agreement are subject to the performance by each of the Company and the Purchaser shall be permitted to accept Guarantors of their respective covenants and obligations hereunder and 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: (ia) 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 The Company shall have delivered executed copies of each of the Closing Transaction Documents in form and substance reasonably satisfactory to the Purchaser a duly executed written assignment in substantially Initial Purchasers on the form of Exhibit C Closing Date or, with respect to Collateral Agreements or Collateral Agreement Amendments to be delivered pursuant to Section 5(t) hereto and the list certificates required to be delivered pursuant to Section 7.02(d)7(b)(ii) below, as otherwise required in accordance with the terms herein. (b) The Initial Purchasers shall have received on the Closing Date: (i) A certificate, dated the Closing Date, executed by the secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request and customary for transactions of this type, including (i) the resolutions as adopted by the Boards of Directors of the Company and each Guarantor in a form reasonably acceptable to the Initial Purchasers, and (ii) the certificate of incorporation and bylaws, or other organizational documents, of each of the Company and the Guarantors. (ii) A certificate evidencing qualification by such entity as a corporation in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a recent date along with “bring-down” certificates evidencing such qualification dated the Closing Date; (iii) GMAC shall have agreed from Ernst & Young LLP, the independent accountants of the Company, (A) a customary initial comfort letter delivered according to deliver Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the PurchaserInitial Purchasers and its counsel, 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 financial statements and certain financial information contained in the Time of Sale Document, and (B) a customary “bring-down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and its counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to clause (A) with respect to such Additional Accounts since financial statements and financial information contained in the Additional Cut-Off Date within two Business Days after such Addition DateTime of Sale Document and the Final Offering Circular; (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(bConsent letter(s) of Netherland, Xxxxxx & Associates, Inc., independent petroleum engineers for 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 Company, substantially in the form of Exhibit D.B attached hereto; and (v) Consent letter(s) of X.X. Xxxx and Associates, Inc., independent petroleum engineers for the Company, substantially in the form of Exhibit C attached hereto. (vi) The opinion and 10b-5 statement of Xxxxxx & Xxxxxx L.L.P., counsel to the Company, dated the Closing Date, covering, in substance the matters listed on Exhibit D attached hereto, with such changes to the wording and scope thereof as are reasonably satisfactory to the Initial Purchasers, which opinion and 10b-5 statement shall also contain customary assumptions, qualifications, exceptions and limitations. (vii) Each of the local counsel to the Company listed on Schedule IV hereto shall have furnished to the Initial Purchasers, at the request of the Company, its written opinion, dated the Closing Date (or such later date as may be permitted in accordance with Section 5(t) hereof) and addressed to the Initial Purchasers, in form and substance customary for secured notes offerings by oil and gas development and exploration companies. (viii) A certificate, executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that (1) the representations and warranties of the Company and the Guarantors contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date), (2) the Company and the Guarantors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Guarantors, as applicable, at or prior to the Closing Date, (3) since the date of the most recent balance sheet contained in the Time of Sale Document there shall not have been any Material Adverse Effect or any development involving or which could reasonably be expected to result in a Material Adverse Effect, (4) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or sale of the Notes or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees and (5) to the best of his knowledge, except as disclosed in the Time of Sale Document and the Final Offering Circular, there are no proceedings pending or, to the Company’s knowledge threatened that seek to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Transaction Documents or any of the transactions contemplated therein. (ix) The statements of the Company and the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (x) A customary opinion letter and 10b-5 statement, dated the Closing Date, from Proskauer Rose LLP, in form satisfactory to the Initial Purchasers. (c) The Collateral Agent shall have received on the Closing Date: (i) Appropriately completed copies of Uniform Commercial Code financing statements (to the extent necessary to perfect or maintain perfection of Liens on the Collateral as described in the Time of Sale Document) and certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement), other than any such financing statements that are being released in connection with the Transactions or that evidence Permitted Liens; and (ii) approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; (d) The Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Time of Sale Document and the Final Offering Circular and (B) no Lien exists on any of the collateral described above, other than (1) Liens created in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to a Collateral Agreement and the Collateral Agreement Amendments, as applicable, and (2) Permitted Liens; (e) The Company and the Guarantors shall have obtained all governmental regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities. (f) The Initial Purchasers shall have received (i) satisfactory evidence that the Company shall have received an amendment or consent to permit the Transactions under the Senior Credit Agreement and (ii) a fully executed copy of the Supplemental Indenture. (g) Subsequent to the respective dates as of which information is given in the Time of Sale Document (exclusive of any amendment or supplement thereto), there shall not have been any Material Adverse Change that could, in the judgment of the Initial Purchasers, be expected to (i) make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Document and the Final Offering Circular, or (ii) materially impair the investment quality of any of the Securities. (h) Any outbreak or escalation of hostilities or other national or international calamity or crisis, including acts of terrorism, or material adverse change or disruption in economic conditions in, or in the financial markets of, the United States (it being understood that any such change or disruption shall be relative to such conditions and markets as in effect on the date hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse change in the economic conditions in, or in the financial markets of, the United States could be reasonably expected to make it, in the judgment of the Initial Purchasers, impracticable or inadvisable to market or proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Document and the Final Offering Circular or to enforce contracts for the sale of any of the Securities. (i) Trading or a suspension or limitation of trading generally in securities on the New York Stock Exchange, the NYSE Amex LLC or the NASDAQ National Market or any setting of limitations on prices for securities occurs on any such exchange or market or (ii) the declaration of a banking moratorium by any Governmental Authority has occurred or the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that, in the case of clause (i) or (ii) of this paragraph, in the judgment of the Initial Purchasers, could reasonably be expected to have a material adverse effect on the financial markets in the United States. (j) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents and the Transactions and all other legal matters relating of the offering, issuance and sale of the Securities and the Transactions shall be reasonably satisfactory in all material respects to counsel to the Initial Purchasers; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

Conditions. GMAC The SUBLEASE shall be permitted expressly conditioned on the following: (a) This SUBLEASE shall not be effective unless and until OVERLANDLORD provides its written consent to designatethe SUBLEASE by SUBLESSOR to SUBLESSEE. SUBLESSOR will diligently pursue said consent. (b) This SUBLEASE shall not be effective unless and until SUBLESSEE furnishes to SUBLESSOR a certificate of insurance for Pollution Legal Liability policy naming SUBLESSOR as an additional insured with the following limits: (i) $3 million per incident and (i) $6 million aggregate. (c) SUBLESSEE agrees to be bound by the terms of the prime lease, and which is incorporated herein by reference PRIME LEASE. For purposes of this SUBLEASE, wherever in PRIME LEASE the Purchaser word "Lessor" or "Landlord" is used it shall be permitted deemed to accept mean the designation of, Additional Accounts, SUBLESSOR herein and wherever in accordance with Section 2.03(a) only upon satisfaction the PRIME LEASE the word "Lessee" or `Tenant" is used it shall be deemed to mean the SUBLESSEE herein. During the term of each of the following conditions on or this SUBLEASE and for all subsequent periods for obligations which have arisen prior to the related Addition Date:termination of this SUBLEASE, SUBLESSEE expressly agrees to comply with all obligations of SUBLESSOR under the PRIME LEASE, for the benefit of SUBLESSOR and Landlord, except in the event of a conflict between the terms of this SUBLEASE and the PRIME LEASE, in which case the terms of this SUBLEASE shall prevail. (d) SUBLESSOR will provide to SUBLESSEE the following reports: o Permit Rule FTU Closure Certification Report for 00000 Xxx Xxxx Xxxxxxx Xxxx., Xxxxxxx, XX, dated July 2002 o Facility closure Report for 44358 & 00000 Xxx Xxxx Xxxxxxx Xxxx., Xxxxxxx, XX, dated July 2002. The closure reports have been issued by Earth Tech. Verbal acceptance of the results included in these reports has been received by SUBLESSOR from regulatory authorities. SUBLESSOR will provide to SUBLESSEE copies of these reports and will provide to SUBLESSEE copies of final findings provided by regulatory authorities. (e) Without in any way limiting the generality of the provisions of subparagraph (c) above, the requirements for SUBLESSEE'S use of hazardous materials, and its compliance with all applicable laws, are set forth in Article Sixteen of the PRIME LEASE, and are incorporated as though fully set forth herein. SUBLESSEE expressly agrees to comply with the terms of Article Sixteen of the PRIME LEASE (with SUBLESSEE assuming the obligations and liabilities of Article 16 applicable to Lessee), including but not limited to the indemnity provisions contained therein, and will comply with all applicable state, federal, and local environmental rules and regulations. (f) SUBLESSEE providing to SUBLESSOR a security deposit (the "Deposit") in the amount of $100,000 Dollars as security for SUBLESSEE'S performance of all its obligations hereunder pursuant to Paragraph (9) below. (g) The requirements for SUBLESSEE'S use of the DEMISED PREMISES are contained throughout the PRIME LEASE, which is incorporated herein, and particularly in Article Six, which pertains to the condition of the DEMISED PREMISES, and maintenance, repair, and alterations. SUBLESSEE express agreement to comply with the terms of Article Six, including but not limited to Section 6.02, which shall apply to exempt the SUBLESSOR from Liability. (h) SUBLESSEE'S acceptance of the condition of roof, structural, HVAC systems. (i) GMAC shall represent that as SUBLESSOR to provide SUBLESSEE Copies of all existing drawings and professional reports (unless privileged) on the property within five (5) days 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;execution of this SUBLEASE. (iij) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially The execution by GUARANTOS of the form of guaranty acceptable to SUBLESSOR and attached as Exhibit C and the list required to be delivered pursuant to Section 7.02(d);B. (iiik) GMAC shall have agreed to deliver Upon satisfaction of the foregoing conditions, SUBLESSEE may take possession of the DEMISED PREMISES, SUBLESSEE'S obligations under this SUBLEASE, including but not limited to the Purchaserrental obligations shall commence immediately upon the satisfaction of the foregoing conditions, for deposit in whether or not SUBLESEE has physically taken possession of the Collection AccountDEMISED PREMISES. (l) In the event that any of the foregoing conditions are not met by August 16, 2002, this SUBLEASE shall be null and void, with no obligations or liability by either party 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.other.

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 The obligation of each Lender to make a Loan hereunder is subject to the accuracy, as of the date hereof, of the representations and warranties herein contained and to the satisfaction of the following conditions further conditions: (a) The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Agents and Gannett and (ii) an Addendum, executed and delivered by each Lender listed on Schedule 1.1. (b) On the date of each Borrowing (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained in Sections 3.1, 3.5 and 3.7 shall be true and correct in all material respects on and as of such date as if made on and as of such date. (c) On or prior to the related Addition Date: (i) GMAC shall represent that as date 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 first Borrowing hereunder, there shall have been delivered to the Purchaser a duly executed written assignment each Lender an opinion from Nixon Peabody LLP, counsel to Gannett, in substantially the form of Exhibit C Xxxxbxx X xxreto. In rendering the foregoing opinion, such counsel may rely upon certificates of officers of Gannett and its Subsidiaries as to factual matters, including (i) the list required nature and location of the property of Gannett and of its Subsidiaries, (ii) agreements and instruments to be delivered pursuant to Section 7.02(d); which Gannett and/or its Subsidiaries are a party, and (iii) GMAC the conduct of the business of Gannett and its Subsidiaries. (d) On or prior to the date of the first Borrowing hereunder, there shall have agreed been delivered to deliver to each Lender a certificate of the PurchaserSecretary of Gannett certifying, 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 of the Agreement, to resolutions duly adopted by the Board of Directors of Gannett or a duly authorized committee thereof authorizing Gannett's execution and delivery of this Agreement and the making of the Borrowings. (e) Prior to or simultaneously with the Effective 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 Borrower 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 terminated the "364-Day Facility" under and as defined in its Competitive Advance and Revolving Credit Agreement, dated as of July 28, 2000, as amended, and paid in full all amounts (vincluding, without limitation, interest and fees), if any, owing thereunder and (ii) above; terminated the commitments under its Revolving Credit Agreement, dated as of December 1, 1993, as amended, and paid in full all amounts (vii) the conditions set forth in Section 2.7(b) of the Trust Sale including, without limitation, interest 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.fees), if any, owing thereunder.

Conditions. GMAC shall be permitted to designate, 7.1 Conditions for the Benefit of the Purchaser. ------------------------------------------- (a) The sale by the Vendors and the purchase by the Purchaser shall be permitted of the Shares 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 which are for the exclusive benefit of the Purchaser to be performed or complied with at or prior to the related Addition DateTime of Closing: (i) GMAC the representations and warranties of the Vendors set forth in Sections 3.1 and 3.2 shall represent that be correct at the Time of Closing with the same force and effect as if made at 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 Receivabletime; (ii) GMAC the Vendors shall have delivered performed or complied with all the terms, covenants and conditions of this Agreement to be performed or complied with by the Vendors at or prior to the Purchaser a duly executed written assignment in substantially the form Time of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Closing; (iii) GMAC the Purchaser shall be furnished with such certificates, affidavits or statutory declarations of the Corporation and the Subsidiary and of the Vendors or of officers of the Corporation and the Subsidiary and of the Vendors as the Purchaser or the Purchaser's Counsel may deem reasonably necessary in order to establish that the terms, covenants and conditions contained in this Agreement have agreed to deliver been performed or complied with by the Vendors, the Corporation or the Subsidiary, as the case may be, at or prior to the Purchaser, for deposit in Time of Closing and that the Collection Account, to representations and warranties of the extent required by Vendors herein are true and correct at 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 DateTime of Closing; (iv) the Vendors will have provided written directions to the Purchaser as contemplated in Section 4.2 as to the satisfaction of the Addition DateFinova Warrant and the XXXX Warrant and there shall be tabled in the Closing by Finova and XXXX their respective Warrant Releases and the canceled Finova Warrant and XXXX Warrant or one or more affidavits of loss in respect thereof if one or both such documents have been lost, neither GMAC nor all as contemplated in Section 4.2 upon the Purchaser is insolvent nor tabling either checks or share certificates, as the case may be, pursuant to such written directions. (b) In case any term or covenant of the Vendors or condition to be performed or complied with for the benefit of the Purchaser at or prior to the Time of Closing shall not have been performed or complied with at or prior to the Time of Closing, the Purchaser may, without limiting any other right that the Purchaser may have, at its sole option, either: (i) rescind this Agreement by notice to the Vendors, and in such event the Purchaser shall be released from all obligations hereunder; or (ii) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of them have been made insolvent by such transfer nor is either its rights of them aware rescission in the event of non-performance of any pending insolvency;other term, covenant or condition in whole or in part. 7.2 Conditions for the Benefit of the Vendors. ----------------------------------------- (va) The sale by the Vendors and the purchase by the Purchaser of the Shares is subject to the following conditions which are for the exclusive benefit of the Vendors to be performed or complied with at or prior to the Time of Closing: (i) the Schedule representations and warranties of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Purchaser set forth in Section 3.4 shall be true and correct at the Time of Closing with the same force and effect as if made at and as of the Addition Datesuch time; (viii) GMAC the Purchaser shall have delivered performed or complied with all of the terms, covenants and conditions of this Agreement to be performed or complied with by the Purchaser at or prior to the Purchaser a certificate Time 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 satisfiedClosing; and (viiiiii) GMAC the Vendors shall be furnished with such certificates, affidavits or statutory declarations of the Purchaser or of officers of the Purchaser as the Vendors or the Vendors' counsel may reasonably think necessary in order to establish that the terms, covenants and conditions contained in this Agreement to have delivered been performed or complied with by the Purchaser at or prior to the Time of Closing have been performed and complied with and that the representations and warranties of the Purchaser an Opinion herein given are true and correct at the Time of Counsel Closing. (b) In case any term or covenant of GMAC substantially the Purchaser or condition to be performed or complied with for the benefit of the Vendors at or prior to the Time of Closing shall not have been performed or complied with at or prior to the Time of Closing, the Vendors may, without limiting any other right that the Vendors may have, at its sole option, either: (i) rescind this Agreement by notice to the Purchaser, and in such event the Vendors shall be released from all obligations hereunder; or (ii) waive compliance with any such term, covenant or condition in whole or in part on such terms as may be agreed upon without prejudice to any of its rights of rescission in the form event of Exhibit D.non-performance of any other term, covenant or condition in whole or in part.

Conditions. GMAC 5.1 Conditions Precedent in favour of the Purchaser (a) all representations and warranties of Plus Products and PPH contained in this Agreement will be true as of the Closing Date with the same effect as though made on and as of that date; (b) all covenants of Plus Products and PPH under this Agreement to be performed on or before the Closing (without giving effect to, applying or taking into consideration any Material Adverse Effect, Material Adverse Change or other materiality qualifications already contained in such covenants) shall be permitted to designatehave been duly performed by the Plus Group, and the Purchaser shall have received certificates of Plus Products and of PPH addressed to the Purchaser dated the Closing Date, signed on behalf of Plus Products by a senior executive officer of Plus Products and of PPH, respectively, confirming the same as at the Closing Date; (c) all regulatory licenses and permits required for the operation of the Business shall remain in good standing as of Closing and the Purchaser shall be permitted satisfied that such licenses and permits will not be terminated, revoked, suspended or otherwise impaired as a result of the Transaction; (d) the Plus Products Management, and each of them, shall have entered into agreements with the Purchaser in form and substance satisfactory to accept the designation ofPurchaser and Plus Products, Additional Accountsall acting reasonably; (e) there shall be no change of control or similar payments required by Plus Products or the Subsidiaries as a result of the Transaction or, if any such change of control or similar obligations exist, they will be extinguished or waived as of Closing to the satisfaction of the Purchaser; (f) upon completion of the Transaction, the Purchaser will own 100% of the outstanding securities of PPH free and clear of Encumbrances; (g) Plus Products and PPH shall have delivered all of Plus Products’ deliverables on Closing in accordance with Section 2.03(athis Agreement; (h) only upon Plus Products and PPH shall have performed each of their respective obligations under this Agreement to the extent required to be performed on or before the Closing Date; (i) the Purchaser shall have obtained all requisite board approvals by December 20, 2021, as may be amended; (j) the Purchaser shall be satisfied that, as of the Closing Date, the Plus Group will have no obligation to assume, discharge, perform or fulfill any liabilities, debts, obligations, commitments or claims, direct or indirect, whether present or future, absolute, accrued or contingent of any kind whatsoever, except as set forth in the Amended and Restated Sanction Order and the CCAA Plan; (k) the Meeting Order and the Sanction Order shall have become Final Orders and shall not have been stayed, modified or amended unless in form and substance acceptable to the Parties; (l) the Purchaser shall be satisfied that, as of the Closing Date, the Plus Group will not be liable for any of pre-filing liabilities and post-filing claims, other than as set forth in the Amended and Restated Sanction Order and the CCAA Plan; (m) no Material Adverse Change respecting the Plus Group shall have occurred after the date of this Agreement; (n) the Purchaser shall be satisfied, acting reasonably, that there are no outstanding claims or rights or securities which could become claims or rights to any of the securities of Plus Products acquired by the Purchaser in connection with the transactions contemplated hereunder; (o) the Purchaser Note Indenture shall have been entered into between the Purchaser and the Trustee; (p) the Monitor shall have provided the Purchaser with confirmation in writing that: (i) there are no amounts outstanding as of the Closing Date that are secured by the Administration Charge (as such term is defined in the CCAA Plan); (ii) the professional fees of all parties who are entitled to benefit from the Administration Charge for services rendered up to and including the Closing Date have been issued and paid in full; and (iii) the Monitor has retained sufficient reserves in order to satisfy all further amounts secured by the Administration Charge that may be incurred until the Monitor is discharged from the CCAA Proceedings; (q) Plus Products shall have applied for and obtained a foreign recognition order from the 0xx Xxxxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx of Nevada formally recognizing the Amended and Restated Sanction Order under the applicable Nevada state bankruptcy legislation, being NRS 30.040 et seq; (r) the transaction contemplated by this Agreement shall be approved by Purchaser’s senior secured lenders under the Purchaser Credit Facility as a “Permitted Acquisition” (as such term is defined in the Purchaser Credit Facility); and (s) PPH and the Subsidiaries shall have a minimum of US$5,500,000 in aggregate working capital on the Closing Date, and for the purposes of this condition: (A) “aggregate working capital” shall be mean the current assets minus current liabilities of PPH and the Subsidiaries taken on a consolidated basis; (B) “current assets” shall include cash or cash equivalents, accounts receivable, other current assets (including short term deposits supplier advances, legal retainers, other prepaids) and inventory (net of reserves, including finished goods, cannabis/cbd, raw materials and packaging); and (C) “current liabilities” shall include accounts payable and accrued liabilities (including price promotions, commissions, vacation, taxes, and audit), and if Plus Products shall dispute the determinations made by the Purchaser in connection with the satisfaction of each such condition, Plus Products shall have 5 Business Days to appoint a mutually agreed upon, independent accountant who will have 10 Business Days following their appointment to make a determination based on the terms of this condition and whose determination shall be final and binding between the Parties for the purposes of the following deemed satisfaction of this condition, and the Parties shall each bear their own proportion of the costs associated with retaining the independent accountant for the purposes of this condition. The foregoing conditions are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing on such terms as the Purchaser may stipulate; provided, however, that the condition set forth in Section 5.1(q) shall only be capable of waiver by the Purchaser if has not been satisfied on or prior to the related Addition Date: (i) GMAC shall represent date that as of is 45 calendar days after 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 date on which 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.Sanction Order was granted.

Conditions. GMAC (a) Subject to subsection (b), this Fifth Supplemental Indenture shall be permitted to designate, and effective on the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each first date that all of the following conditions on or prior to shall have been satisfied (the related Addition “Effective Date:”): (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Company and that each Receivable arising thereunder identified as an Eligible Receivable the Guarantors having executed and conveyed to delivered the Purchaser on such Addition Date is an Eligible ReceivableSupplemental Indenture; (ii) GMAC an amendment to the Term Loan Agreement, substantially in the form attached hereto as Exhibit B, shall have delivered become effective concurrently with this Fifth Supplemental Indenture; provided, that any conditions to effectiveness or consideration made available to the Purchaser a duly executed written assignment in substantially lenders under the form of Exhibit C and Term Loan Agreement for such amendment shall be made available to the list required Holders as conditions to be delivered pursuant to Section 7.02(d)effectiveness of, or as consideration for, this Supplemental Indenture; (iii) GMAC shall have agreed to deliver the Company having paid in cash or other immediately available funds (A) to the PurchaserTrustee, reimbursement of all outstanding fees and expenses of the Trustee owing under the Indenture as well as other fees owing to the Trustee arising under the Solicitation and (B) the fees and expenses of the financial advisors and counsel to the Holders as provided in Section 2.5 of the June 0000 Xxxxxx and in Section 1 of the Undertaking made and entered into as of August 11, 2006 by the Company for deposit the benefit of the Holders, in the Collection Accountcase of both (A) and (B), to the extent required by the Trust Sale Company has received invoices for such fees and Servicing Agreementexpenses on or before August 21, 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;2006; and (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 specified in Section 2.7(b) of the Trust Sale and Servicing Agreement Indenture which are applicable to this Fifth Supplemental Indenture shall have been satisfied; and. (viiib) GMAC The obligations of the Company under Section 2.1 of this Fifth Supplemental Indenture and the effectiveness of Section 3.1 hereof are conditioned upon the holders of the Redeemable Preferred Shares of CCFC Preferred Holdings, LLC having agreed to an amendment to the Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 14, 2005, which corresponds in form and substance to the amendments contained in Section 3.1 of this Fifth Supplemental Indenture (as applicable) or is otherwise satisfactory to the Company in its sole discretion. (c) The effectiveness of Section 3.1 of this Fifth Supplemental Indenture is subject to the satisfaction of the further conditions that (A) an order of the bankruptcy court approving CES’ assumption of the PPA shall have delivered been entered in the Proceeding and become final and non-appealable on or prior to November 13, 2006 and (B) the fees and expenses of the financial advisors and counsel to the Purchaser an Opinion of Counsel of GMAC substantially Holders then due and owing shall have been paid in the form of Exhibit D.full.

Conditions. GMAC shall be permitted The willingness of the Agent and the Lenders to designateamend the ---------- Original Agreement, and the Purchaser shall be permitted effectiveness of the amendments to accept the designation ofOriginal Agreement contemplated hereby, Additional Accounts, in accordance with Section 2.03(a) only upon are subject to the satisfaction of each of the following conditions precedent: A. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following: (a) This Amendment. (b) True and complete copies of any required stockholders' and/or directors' consents and/or resolutions, authorizing the execution and delivery of this Amendment and the other Documents contemplated hereby, certified by the Secretary of the appropriate Company, if needed. (c) Such other supporting documents and certificates as the Agent or its counsel may reasonably request, within the time period(s) reasonably designated by the Agent or its counsel. (d) The Borrower's Notes, as set forth below, in each case, in the forms attached hereto as EXHIBIT B (collectively, the "New Notes"): --------- --------- (a) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Fleet. (b) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Finova. (c) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to State Street. (d) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable CIBC. B. The Lenders shall have received evidence that (i) the Equity Investors are obligated to make additional cash equity contributions to the Parent of at least $5,000,000 on or before November 1, 1999, (ii) that the Parent is obligated to contribute such $5,000,000 amount to the Borrower upon its receipt of the same from the Equity Investors, and (iii) that the Lenders are made third party beneficiaries of the Equity Investors' and Parent's obligations referenced in clauses (i) and (ii) above. C. The Borrower shall have paid to the Agent in immediately available funds for the Lenders' account the following facility fees in the aggregate amount of $1,050,000 payable to the Lenders as follows: Lender Facility Fee ------ ------------ Fleet $ 237,500 Finova 000,000 Xxxxx Xxxxxx 200,000 CIBC 375,000 ------------ $1,050,000 D. Voyager Data Services, Inc., a Delaware corporation wholly-owned by the Parent shall have executed and delivered to the Agent a Guaranty, Security and Pledge Agreement in form acceptable to the Agent. E. All legal matters incident to the transactions hereby contemplated shall be reasonably satisfactory to the Agent's counsel and the Lenders shall have received the favorable written opinion of Xxxxxxx, Procter & Xxxx LLP, counsel to the Borrower, in form and substance satisfactory to the Lenders. V ACKNOWLEDGMENT OF DEFAULTS: WAIVER. ---------------------------------- A. The Borrower, the Agent and the Lenders hereby acknowledge and agree that Item Nos. 1, 6, 9, 11, 12 and 13 listed on Schedule A hereto each ---------- constitutes a breach of a covenant under the Original Agreement and an Event of Default for all purposes of the Credit Agreement and each of the other Loan Documents (the "Specified Defaults"). But for the waiver provided for below, ------------------ each such Specified Default gives rise to the Agent's and the Lenders' rights to exercise remedies in accordance with ARTICLE IX of the Credit Agreement. B. The Agent and the Lenders hereby waive the right to exercise any remedies in accordance with ARTICLE IX of the Credit Agreement arising solely by reason of the occurrence of the Specified Defaults. Such waiver specified in the preceding sentence is limited to the express terms set forth herein and shall not be deemed to be a waiver of any Default other than the Specified Defaults that may have existed on or prior to the related Addition Date: (i) GMAC shall represent date hereof or that as may hereafter arise, or of any other of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable Lenders' rights under the Credit Agreement or any of the other Loan Documents (other than the rights under the Credit Agreement arising thereunder identified as an Eligible Receivable and conveyed by reason of the Specified Defaults). Neither the granting of the waiver herein nor any prior waivers of Events of Default heretofore effected, give rise to any right to, or expectation of, any waiver by 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 Agent 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 Lenders in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections future with respect to any Default, whether or not under circumstances similar to those under which the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as waiver hereunder is being granted or under which previous waivers have been effected, and none of the Addition Date, neither GMAC nor Agent or 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 Lenders shall have been amended any duty 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.waive any other Default, or any right arising with respect thereto, for any purpose whatsoever.

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 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 obligations of the following conditions on or prior parties under this Purchase Agreement are subject to the related Addition Datefollowing conditions: (ia) GMAC The representations and warranties contained herein shall represent that be accurate as of the related Additional Cut-Off Date each such Additional Account is date of delivery of the Preferred Securities. (b) Txxx & Gxxxx Professional Corporation, counsel for the Sellers (the “Company Counsel”), shall have delivered (i) an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed opinion, dated the Closing Date, addressed to the Purchaser on and the Indenture Trustee, substantially in the form of Annex A-1 hereto with such Addition Date is an Eligible Receivable; changes as are acceptable to Purchaser in its sole discretion; and (ii) GMAC the Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel or a certificate signed by the Chief Executive Officer and Chief Financial Officer substantially in the form of Annex A-2 hereto with such changes as are acceptable to the Purchaser in its sole discretion. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company, Reading NZ, 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 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. 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 policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (c) The Purchaser, the Company and the Trust shall have been furnished the opinion of Rxxx Xxxxx LLP, special tax counsel for the Purchaser, dated the Closing Date, addressed to the Purchaser a duly executed written assignment and the Indenture Trustee, in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);set out in Annex B hereto. (iiid) GMAC The Purchaser shall have agreed to deliver received the opinion of Potter Axxxxxxx & Cxxxxxx LLP, special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser, the Indenture Trustee, the Delaware Trustee and the Company, in substantially the form set out in Annex C hereto. (e) The Purchaser shall have received the opinion of Potter Axxxxxxx & Cxxxxxx LLP, special counsel for deposit in the Collection AccountProperty Trustee and the Indenture Trustee, dated the Closing Date, addressed to the extent required by Purchaser, in substantially the Trust Sale and Servicing Agreementform set out in Annex D hereto. (f) The Purchaser shall have received the opinion of Potter Axxxxxxx & Cxxxxxx LLP, all Collections with respect special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Eligible Receivables arising Purchaser and the Indenture Trustee, in such Additional Accounts since substantially the Additional Cut-Off Date within two Business Days after such Addition Date;form set out in Annex E hereto. (ivg) 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 a Vice President, and by the Chief Financial Officer, Treasurer or an Authorized Officer 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 in Section 2.7(b) representations and warranties of the Trust Sale Company, Reading NZ and Servicing the Trust, as the case may be, in this Purchase Agreement shall 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, as applicable, have been satisfiedcomplied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (viiiii) GMAC since September 30, 2006 (the date of the last Interim Financial Statements (as defined below), there has been no material adverse change in 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”). (h) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective 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 occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (i) Prior to the Closing Date, the Company and the Indenture Trustee shall have duly executed and delivered the Indenture in substantially the form attached as Annex F hereto with such changes as are acceptable to Purchaser in its sole discretion. (j) Prior to the Closing Date, the Company, the Property Trustee, the Delaware Trustee and the Administrative Trustees shall have duly executed and delivered the Trust Agreement in substantially the form attached as Annex G hereto with such changes as are acceptable to Purchaser in its sole discretion. (k) At least 2 (two) Business Days prior to the proposed Closing Date, the Company shall have provided written notice to the Purchaser of the proposed Closing Date. (l) 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 such counsel may reasonably request. (m) The Purchaser shall have received rating agency analysis and approval of the Securities, which shall be satisfactory to it in its sole discretion. (n) The Purchaser shall have received evidence satisfactory to it that the Company’s consolidated “Net Asset Value of Real Estate” (as defined in the Indenture) is greater than or equal to $240,000,000. 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 their counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at 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 The effectiveness of Section 2.1(a) of this Waiver Agreement is subject to the satisfaction of the following conditions precedent: (a) Holders of at least a majority in aggregate principal amount of the Notes shall have consented to this Waiver, and the Company, Finance Corp., and the Guarantors named as signatories hereto and the Trustee shall have executed and delivered their respective counterparts of this Waiver Agreement; (b) the Company shall have paid current principal and interest (at the rate set forth in Section 1 of the Notes) required under the Notes on the February 27, 2006 payment date prior to the payment of any other amounts due on such payment date, including amounts due pursuant to Section 2.2 of this Waiver Agreement; provided, that the Company shall be permitted to designatemake, concurrently with the payments of current principal and interest on the Purchaser shall be permitted to accept Notes, payments of current principal and interest on the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of Term Loans under 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 ReceivableTerm Loan Agreement; (iic) GMAC the Company shall have delivered paid to the Purchaser Trustee, in cash or other immediately available funds, reimbursement of all outstanding fees and expenses of the Trustee owing under Section 7.07 of the Indenture as well as all other fees owing to the Trustee arising under this Waiver Agreement, the Indenture or any other agreement; and (d) a duly executed written assignment waiver agreement (in substantially form and substance reasonably acceptable to the form of Exhibit C Trustee) with the Lenders under (and as defined in) the list required Term Loan Agreement shall have been negotiated and shall become effective concurrently with this Waiver Agreement, provided, that any conditions to effectiveness or consideration made available to such Lenders for such agreement shall be delivered pursuant made available to Section 7.02(d)the Holders as conditions to effectiveness of, or as consideration for, this Waiver Agreement; (iiie) GMAC shall have agreed to deliver the amendment to the Purchaser, for deposit Indenture set forth in the Collection AccountFourth Supplemental Indenture, to dated concurrently herewith, among the extent required by Company, Finance Corp., the Trust Sale Guarantors and Servicing the Trustee attached as Exhibit I hereto shall become effective concurrently with 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; (ivf) as an amendment of the Addition Date, neither GMAC nor Credit Agreement in the Purchaser is insolvent nor form attached as Exhibit II hereto shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencybecome effective concurrently with this Agreement; (vg) the Schedule of Accounts Company shall have been amended paid the Consent Payment to reflect each Consenting Holder (as such Additional Accounts and terms are defined in the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;Solicitation); and (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; (viih) the conditions set forth specified in Section 2.7(b) of the Trust Sale and Servicing Indenture which are applicable to this Waiver 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 At Closing, the Companies shall deliver to the NMS Parties one or more stock certificates registered in the name of NMSSI representing the number of Purchase Shares set forth in Section 2 above. The obligation of the Companies to complete the purchase and sale of the Purchase Shares and deliver such stock certificate(s) to the NMS 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 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 NMS Parties herein and the Purchaser shall be permitted to accept the designation of, Additional Accountsfulfillment, in accordance all material respects, of those undertakings of the NMS Parties to be fulfilled prior to the Closing, (iii) execution and delivery of the Agreement by NMSSI, (iv) receipt by the Companies of a cross-receipt with Section 2.03(arespect to the Purchase Shares executed by NMSSI and (v) only upon satisfaction receipt by the Companies of a certificate by an officer or authorized representative of each of the following conditions on or prior NMS Parties to the related Addition Date: (i) GMAC shall represent effect 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 NMS Parties 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 shall be 5 hereof are true and correct as of the Addition date of this Purchase Agreement and as of the Closing Date; (vi. The NMS Parties' obligation 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 NMS 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 NMS 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 Agreement by each of Exhibit D.the Companies, and (iv) receipt by the NMS Parties of a cross-receipt with respect to the purchase price for the Purchase Shares executed by the Companies.