Common use of Consents Clause in Contracts

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of : (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) b. In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Subject to Section 6.5 hereof, Sellers shall use their reasonable efforts to obtain all Consents described in Section 3.3, without any adverse change in the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / terms or the Proprietor and / conditions of any Assumed Contract or State Authorities or other relevant bodiesLicense. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Sellers shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that promptly advise Buyer of any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that difficulties experienced in obtaining any of the consents can be Consents and of any conditions proposed, considered or requested for any of the Consents. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto would constitute a breach thereof or in any way adversely affect the rights of the Buyer thereunder. If such consent (a "Deferred Consent") is not obtained, but or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Buyer would not receive all such rights, then (i) the Seller and the Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consents as soon as practicable; provided that Sellers shall have no obligation (y) to expend funds to obtain any Deferred Consent, other than ministerial processing fees, and Sellers' out-of-pocket expenses to its attorney or other agents incurred in connection with obtaining any Deferred Consent, or (z) to agree to any adverse change in any License or Assumed Contract in order to obtain a Deferred Consent, and (ii) until such Deferred Consent is obtained, the Seller and the Buyer will cooperate in all reasonable respects, to provide to the Buyer the benefits under the Contract, to which such Deferred Consent relates (with the Buyer responsible for all the liabilities and obligations thereunder). In particular, in the event of:- i) Any of the consents that any such Deferred Consent is not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable prior to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertyClosing, then the Purchaser is liable at his own costs Buyer and the Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) to reinstate the property provide to the original condition as at parties the date economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Contract, including enforcement for the benefit of the auction saleBuyer of all claims or rights arising thereunder, and thereafter peaceably to yield up vacant possession the performance by the Buyer of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted obligations thereunder on a prompt and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidpunctual basis. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Prior to the Purchaser at own costs undertaking to apply for and Closing, the Seller shall obtain the consents (if any) required Consents, waivers and approvals, and timely provide notices, under the Contracts, Leases, Permits, real estate leases and other arrangements set forth on Schedule 5.2(e), so as to preserve all rights of, and benefits to, the Buyer thereunder from and after the Developer and / or Closing. To the Proprietor and / or State Authorities extent that the rights of the Seller under any Contract or other relevant bodies. All sums or dues whatsoever owing Purchased Asset to be assigned to Buyer hereunder may not be assigned without the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Consent of another Person which has not been obtained as of the progress of such applications. No warranty is given by Closing, this Agreement will not constitute an agreement to assign the Assignee that any of the consents can same if an attempted assignment would constitute a breach thereof or be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleunlawful, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitledSeller, at its absolute discretionexpense, will obtain any such required Consent(s) within sixty (60) days of Closing. If any such Consent has not been obtained as of the Closing or if any attempted assignment would be ineffective or would impair the Buyer’s rights under the Contract or Purchased Asset in question so that the Buyer would not in effect acquire the benefit of all such rights, Seller, to treat such default the maximum extent permitted by Law and the Contract or Purchased Asset, will act after the Closing as a repudiation the Buyer’s agent for the limited purpose of obtaining for it the contract benefits thereunder and terminate the sale by giving the Purchaser written notice thereofwill cooperate, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages maximum extent permitted by Law and the Purchaser shall have no claims whatsoever against the AssigneeContract or Purchased Asset, their solicitors or the Auctioneer with Buyer in relation any other reasonable arrangement satisfactory to all parties designed to provide such benefits to the sale being terminated Buyer, and the Buyer will be responsible for the costs and expenses of obtaining such benefits. Notwithstanding the foregoing, any failure to obtain any required Consent, whether or not disclosed by the Seller to the Buyer in the Schedules or otherwise, will not relieve the Seller of its obligation to obtain all such Consents as aforesaid. The Assignee shall be entitled to put up the property for re-sale againset forth herein.

Consents. (a) The Property is sold subject If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the Purchaser at own costs undertaking "Restricted Material Contracts"), Buyer may waive the closing conditions as to apply for any such Material Consent and either: (i) elect to have Seller continue its efforts to obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion hereinMaterial Consents; or (ii) Any elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto. If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the consents Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the Developer date of assignment to Buyer pursuant to a special-purpose assignment and / assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer). (b) If there are any Consents not set forth in the Disclosure Schedule necessary for the assignment and transfer of any Seller Contracts to Buyer (the "Nonmaterial Consents") which have not yet been obtained (or State Authorities or other relevant bodies shall be subject to conditions which otherwise are not acceptable in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the Assignee in its absolute discretion"Restricted Nonmaterial Contracts"), orwhether to: iii(i) The sale herein being set aside for any reason whatsoever by accept the assignee or by an Order assignment of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofsuch Restricted Nonmaterial Contract, in which case:, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or (1ii) If in reject the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount assignment of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofRestricted Nonmaterial Contract, in which event 10% case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the successful bid deposited with the Assignee Contemplated Transactions shall be forfeited absolutely to the Assignee as agreed liquidated damages constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and the Purchaser (B) Seller shall have no claims whatsoever against the Assignee, their solicitors retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againrelating thereto.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities No notices, reports or other relevant bodies. All sums filings are required to be made by Sellers with, nor are any consents, licenses, permits, Authorizations or dues whatsoever owing approvals required to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid obtained by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedSellers from, but in the event of:- (i) Any of any Governmental Entity or (ii) except where the consents not being obtained from the Developer and / or Proprietor and / or State Authorities failure to make such notices, reports or other relevant bodies (for reasons filings or obtain such consents, licenses, permits, Authorizations or approvals would not attributable to have a Material Adverse Effect, any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Person in connection with the saleexecution and delivery by Sellers of this Agreement or any of the documents, instruments or agreements to be executed and delivered by Sellers pursuant hereto or thereto or the consummation by Sellers of the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing, Sellers are not required under the terms of any Owned Car Lease Contract to obtain consent from any Obligor to assign any of the Owned Car Lease Contracts to Purchaser at Closing. . Except as well as would not be likely to have a Material Adverse Effect, (i) Sellers have at all times owned each of the costs to reinstate damage (if any) Purchased Assets and acted with respect to the property caused by Purchased Assets and the Purchaser Assumed Liabilities in possession thereof shall be deducted compliance with, and set-off against the deposit origination and other monies (if any, paid herein towards account servicing of the purchase price by the Purchaser to the Assignee) Assigned Contracts have at all times been in compliance with, all applicable laws enacted, and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeall rules and regulations promulgated or issued, a certificate signed by any officer Governmental Entity, including, without limitation, Environmental Laws, (ii) Sellers have had at all times all Authorizations required to own, operate, lease and/or service the Purchased Assets and, in the case of the Assignee certifying Assigned Contracts, to perform their respective obligations thereunder, and have owned and operated the Purchased Assets and performed such obligations at all times in compliance with all such Authorizations, and (iii) Sellers have not received any notice of violation of any law or regulation from any Governmental Entity relating to any of the Purchased Assets or the ownership or operation thereof or the performance of any such obligations. . Sellers (i) have timely filed with the appropriate Governmental Entities all material Tax Returns required to be filed with respect to any Purchased Asset or the Maintenance Reserves, and all such Tax Returns are true, complete and correct in all material respects, and (ii) have paid all material Taxes due and payable with respect to any Purchased Asset or the Maintenance Reserves and have paid all material Taxes claimed or asserted in writing by any Governmental Entity to be due from them with respect to any Purchased Asset or the Maintenance Reserves or have provided for all such Taxes on the Books and Records in accordance with GAAP. No adjustment relating to such Tax Returns has been proposed formally or informally by any Governmental Entity, and to Sellers’ Knowledge, no basis exists for any such adjustment. With respect to any taxable period for which any material Tax Returns have not yet been filed with respect to any Purchased Asset, or for which material Taxes with respect to any Purchased Asset are not yet due or owing or are being contested in good faith, Sellers have made due and sufficient current accruals for such Taxes on the Books and Records in accordance with GAAP. There are no liens for Taxes upon the Purchased Assets or the Maintenance Reserves except for liens arising as a matter of law for Taxes not yet due and payable and liens for Taxes that are being contested in good faith, in each case, for which adequate reserves have been provided in the Books and Records in accordance with GAAP. There are no proposed reassessments of any Purchased Assets or other proposals that could increase the amount of any Tax in respect of the Purchased Assets. There are no pending or, to Sellers’ Knowledge, threatened claims, actions, suits, or other proceedings by or before any Governmental Entity for the assessment or collection of Taxes in respect of the Purchased Assets. There are no Tax investigations or audits in progress relating to the Purchased Assets, and the Sellers have not received any written notice indicating that a Governmental Entity intends to conduct such expenses an audit or costs shall be deemed final / conclusive investigation. Sellers have not received any written inquiries or requests for information outstanding that could affect the Taxes relating to the Purchased Assets. There are no outstanding waivers or agreements extending the applicable statute of limitations for any period with respect to any Taxes relating to the Purchased Assets. The LILO Contracts, LILO Sublease Contracts and binding upon Owned Car Lease Contracts have been classified on the Purchaserfederal and state Tax Returns of the Sellers as leases while such LILO Contracts, LILO Sublease Contracts and Owned Car Lease Contracts were owned by the Sellers and such classification has not been challenged by any Governmental Entity in any correspondence with any Seller. Subject as aforesaidThere are no outstanding liabilities for Taxes payable, collectible or remittable by the Sellers in respect of the Purchased Assets or the Business, whether assessed or not, which may result in an Encumbrance (other than a Permitted Encumbrance) on, or other claim against, or seizure or sale of all or any part of, the Purchased Assets or would otherwise materially adversely affect the Purchased Assets or would result in Purchaser shall have no further becoming liable or responsible therefor. No claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or in writing has been made by any cause whatsoever in relation Governmental Entity within seven (7) years prior to the sale being terminated as aforesaid. b) In the event date of this Agreement in a jurisdiction where any Seller does not file Tax Returns that such filings may be required or that such Seller is or may be subject to taxation by that jurisdiction in respect of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry Purchased Assets. Each of the time period prescribed Sellers has properly and timely withheld, collected and deposited all amounts for completion hereinTaxes that were required to be withheld, due to reasons attributable to any act of default collected or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation deposited in respect of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againPurchased Assets.

Consents. a(i) The Property is sold subject Subject to the Purchaser conditions set forth in paragraph (b) below, any Lender may assign to one or more assignees (other than any Disqualified Lender, any Defaulting Lender or any of its Subsidiaries, any natural person and, except as provided in Section 13.03(g) below, the Borrower or any of its Subsidiaries) (the “Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever time owing to it) with the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall prior written consent (such consent not to be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- iunreasonably withheld) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseof: (1A) If the Borrower; provided that no consent of Borrower shall be required (x) for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (y) for an assignment by any Initial Lender in connection with the meanwhile the Purchaser has entered into possession primary syndication of the propertyFacilities to Lenders selected by the Initial Lenders in consultation with the Borrower and (z) if a Default under Sections 8.01(a), then 8.01(e), or 8.01(f) has occurred and is continuing, for any other assignment; provided, further that the Purchaser is liable at his own costs Borrower shall be deemed to reinstate the property have consented to any such assignment unless it shall object thereto by written notice to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Administrative Agent within [14] days upon service of the ten (10) Business Days after having received notice terminating the salethereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) with respect to Revolving Loans and Revolving Loan Commitments, the Swing Line Bank and the Issuing Banks. The Administrative Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders (or providing the list to the Lenders). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity as such, shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (2) The costs / expenses reasonably incurred by the Assignee in connection have any liability with the sale, as well as the costs respect to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event arising out of any assignment or participation of the consents not being obtained from the Developer and / Loans, or Proprietor and / or State Authorities or other relevant bodiesdisclosure of confidential information, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaidDisqualified Lender. The Assignee Administrative Agent shall be entitled post or otherwise make available to put up the property for re-sale againLenders a list of all Disqualified Lenders.

Consents. (a) The Property is sold subject On the Closing Date, the Sellers shall assign to the Purchaser, and the Purchaser shall assume, the Assumed Contracts, the Existing Easements and the Licenses (including to the extent assignable the Environmental Permits and any pending applications for any Licenses or Environmental Permits) which are to be transferred to the Purchaser at own costs undertaking as provided in this Agreement by means of conveyance instruments in forms to apply be agreed. To the extent that the assignment of all or any portion of any Assumed Contract, Existing Easement or License (including any Environmental Permit or any pending application for and obtain any License or Environmental Permit) shall require the consents consent of the other party thereto or any other third party (including any Governmental Entity), this Agreement shall not constitute an agreement to assign any such Assumed Contract, Existing Easement or License if any) an attempted assignment without any such consent would constitute a breach or violation thereof; provided, however, that, if any such consent is required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedSellers or any of their Affiliates, but in the event of:- i) Any Sellers agree to, and to cause their respective Affiliates to, consent to the assignment to the Purchaser of any such Assumed Contract, Existing Easement or License; provided further, however, that, with respect to any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities Easement Facilities (i.e., any pipeline or other relevant bodies (for reasons not attributable to facility considered in its entirety), if, under the terms of any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject Existing Easements related to conditions which are not acceptable such Easement Facility consent is required prior to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order assignment of Court; Then the Assignee is absolutely entitled such Existing Easement to terminate the sale by giving the Purchaser written notice thereofand such consent has not been obtained prior to Closing, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable this Agreement shall not constitute an agreement to convey at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, Closing such Easement Facility as well as the costs related Existing Easements. In such case, the Parties agree that on and after the Closing, they will use commercially reasonable efforts to reinstate damage do or cause to be done all such things as shall be necessary and proper (if anyi) with respect to the Assumed Contracts and Licenses not assigned at Closing (A) to assure that the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account rights of the purchase price by the Purchaser to the Assignee) Sellers under such Assumed Contracts and thereafter the residue Licenses (if anyincluding any Environmental Permits and any pending applications for any Licenses or Environmental Permits) shall be refunded to preserved for the benefit of the Purchaser free (including any extension or renewal of interest. For this purpose, a certificate signed by any officer such Assumed Contracts or Licenses) and (B) to facilitate receipt of the Assignee certifying consideration to be received by the amount of Sellers in and under every such expenses Assumed Contract and License (including any Environmental Permit and any pending application for any License or costs Environmental Permit), which consideration shall be deemed final / conclusive held for the benefit of, and binding upon shall be delivered to, the Purchaser. Subject as aforesaidPurchaser and (ii) with respect to each Easement Facility not conveyed at Closing, the Parties shall enter into a transportation agreement pursuant to which the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation all capacity rights (subject to the sale being terminated as aforesaid. b) In the event terms of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages applicable Commercial Agreements) and the Purchaser shall have no claims whatsoever against the Assigneeall operational responsibility and shall bear all ownership, their solicitors or the Auctioneer in relation operation, maintenance and other costs and risks of such Easement Facility and, to the sale being terminated as aforesaidextent related to such Easement Facility, the related Existing Easements and the use thereof, and shall defend and indemnify the Sellers against all such costs and risks. The Assignee Purchaser shall make all filings necessary to be named the operator of all the Easement Facilities (including with the Texas Railroad Commission) and to obtain and hold all Licenses relating to the Easement Facilities. The Parties shall share (50% by the Purchaser and 50% by the Sellers) the reasonable out-of-pocket costs of any title or related work required to obtain such consents. The Parties shall cooperate to seek and obtain all relevant consents as soon as practicable. Such transportation agreement shall be entitled for nominal consideration, and when the consents are obtained, the Sellers shall convey such Easement Facility and assign such Existing Easements to put up the property Purchaser within ten days following receipt of such consents, and the transportation agreement with respect to such Easement Facility and such Existing Easements shall terminate. Additionally, either Party may terminate such transportation agreement by giving two years notice, which notice may be given at any time on or after June 30, 2014. At the time of termination of the transportation agreement, the Sellers shall convey to the Purchaser or its nominee, directly or indirectly, without warranty the remaining rights they may have in the Easement Facilities and, to the extent related to such Easement Facilities, the Existing Easements. With respect to any such Assumed Contract or License as to which the necessary approval or consent for re-sale againthe assignment or transfer to the Purchaser is obtained following the Closing, the Sellers shall transfer such Assumed Contract or License to the Purchaser by execution and delivery of an instrument of conveyance reasonably satisfactory to the Purchaser and the Sellers within ten days following receipt of such approval or consent. (b) To the extent that the Licenses (including any Environmental Permits and any pending applications for any Licenses or Environmental Permits) necessary for the Purchaser’s operation of the Business as conducted as of the Closing Date have not been transferred to the Purchaser or otherwise obtained by the Purchaser as of the Closing, the Sellers shall allow, to the extent authorized by the terms of such Licenses (including any Environmental Permits and any pending applications for any Licenses or Environmental

Consents. a) The Property is sold subject Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Included Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Included Contract, the Seller and the Purchaser will use commercially reasonable efforts to obtain as promptly as practicable after the Closing the consent of the other parties to such Included Contract or, if required, novation thereof to the Purchaser at own costs undertaking or, alternatively, written confirmation from such parties reasonably satisfactory to apply for the Seller and obtain the consents (if any) required from Purchaser that such consent is not required. Subject to Section 2.13, in no event, however, will any member of the Developer and / Seller Group be obligated to pay any money to any Person or the Proprietor and / to offer or State Authorities grant other financial or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable accommodations to any act of default Person in connection with obtaining any consent, waiver, confirmation, novation or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / approval with respect to any such Included Contract. If any consent, waiver, confirmation, novation or State Authorities or other relevant bodies shall be subject approval is not obtained with respect to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertysuch Included Contract, then the Seller and the Purchaser is liable at his own costs will cooperate to reinstate the property establish an agency type or other similar arrangement reasonably satisfactory to the original condition as at Seller and the date Purchaser under which the Purchaser would obtain, to the extent practicable, all rights, and assume the corresponding Liabilities thereunder (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce or cause the other members of the auction saleSeller Group, and thereafter peaceably as appropriate, to yield up vacant possession enforce, for the benefit of the property Purchaser, provided that the Purchaser agrees to pay the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / Seller Group members’ reasonable out-of-pocket expenses reasonably incurred by the Assignee in connection with the salesuch enforcement, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted any and set-off against the deposit and other monies (if any, paid herein towards account all rights of the purchase price by members of the Purchaser Seller Group against a third party to any such Included Contract. In such event (i) the Assignee) and thereafter the residue (if any) shall be refunded Seller will promptly pay to the Purchaser free of interest. For when received all moneys relating to the period on or after the Closing Date received by it under any Included Contract not transferred pursuant to this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive Section 2.11 and binding upon the Purchaser. Subject as aforesaid, (ii) the Purchaser shall have no further claim against will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing Date but not transferred to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchaser pursuant to reasons attributable to any act of default or omission this Section 2.11. The failure by the Purchaser or non-fulfilment the Seller to obtain any required consent, waiver, confirmation, novation or approval with respect to any Included Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis Agreement.

Consents. aThe execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person or Governmental Entity other than (i) filings and consents that have been waived, obtained or made, including pursuant to applicable state securities laws, (ii) post-sale filings pursuant to applicable state, federal securities laws which the Company undertakes to file within the applicable time periods, (iii) Stockholder Approval in respect of the Amended and Restated AOA providing for the creation of the Preferred Shares and (iv) the filing of the undertaking by the Investor with The Property is sold subject National Technological Innovation Authority. Subject to the Purchaser at own costs undertaking accuracy of the representations and warranties of the Investor set forth in Section 6 hereof, the Company has taken all action necessary to apply for exempt (i) the issuance and obtain sale of the consents Securities, (if anyii) required the issuance of the Underlying Shares upon due conversion of the Note or the Preferred Shares or that are otherwise issuable pursuant to the Transaction Documents (including as payment of interest under the Note or payment of dividends in respect of the Holder Preferred Shares), and (iii) the other transactions contemplated by the Transaction Documents from the Developer provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and / properties are bound and any provision of the Company’s Organizational Documents that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing exercise of any right granted to the Developer and / or Proprietor and / Investor pursuant to this Agreement or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidTransaction Documents. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Notwithstanding anything in this Asset Purchase Agreement to the Purchaser at own costs undertaking contrary, this Asset Purchase Agreement shall not constitute an agreement to apply for and obtain sell, assign, transfer, convey or deliver any Purchased Asset or any benefit arising under or resulting from such Purchased Asset if the consents sale, assignment, transfer, conveyance or delivery thereof, without the Consent of a third party, (if anyi) required from the Developer and / or the Proprietor and / or State Authorities would constitute a breach or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed contravention of the progress rights of such applications. No warranty is given by the Assignee that any of the consents can third party, (ii) would be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable ineffective with respect to any act party to a Contract concerning such Purchased Asset, or (iii) would, upon transfer, in any way adversely affect the rights of default Buyer under such Purchased Asset. If the sale, assignment, transfer, conveyance or omission delivery by Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the Purchaser) on expiry Consent of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / a third party, then such sale, assignment, transfer, conveyance, delivery or State Authorities or other relevant bodies assumption shall be subject to conditions which are not acceptable such Consent being obtained. Without limiting Section 2.8(b), to the Assignee extent any Assigned Contract may not be assigned to Buyer by reason of the absence of any such Consent (“Restricted Contract”), Buyer shall not be required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the extent that any Consent in its absolute discretionrespect of a Restricted Contract or any other Purchased Asset shall not have been obtained on or before the Closing Date, or iii) The sale herein being set aside for any reason whatsoever by Buyer may elect to proceed with the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofClosing, in which case: , Seller shall for a period of up to ninety (190) If days following the Closing Date continue to use reasonable best efforts to obtain any such Consent after the Closing Date. Seller shall for a period of up to ninety (90) days following the Closing Date cooperate with Buyer in any economically feasible arrangement proposed by Buyer to provide that Buyer shall receive the interest of Seller in the meanwhile benefits under such Restricted Contract or other Purchased Asset. As soon as a Consent for the Purchaser has entered into possession sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract or Purchased Asset to Buyer, and Buyer shall assume the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at Assumed Liabilities under any such Restricted Contract from and after the date of the auction sale, assignment to Buyer pursuant to a special-purpose assignment and thereafter peaceably assumption agreement substantially similar in terms to yield up vacant possession those of the property to the Assignee within [14] days upon service of the notice terminating the sale; andAssignment and Assumption Agreement. (2c) The costs / expenses reasonably incurred by the Assignee Nothing contained in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser this Section 2.8 or elsewhere in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Asset Purchase Agreement shall be deemed final / conclusive and binding upon a waiver by Buyer of its right to have received on the Purchaser. Subject as aforesaidClosing Date an effective assignment of all of the Purchased Assets or of the covenant of Seller to obtain all Consents, the Purchaser nor shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation this Section 2.8 or any cause whatsoever in relation other provision of this Asset Purchase Agreement be deemed to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained constitute an agreement to exclude from the Developer and / or Proprietor and / or State Authorities Purchased Assets any Assigned Contracts or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchased Asset as to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall which a Consent may be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againnecessary.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aWhenever in this Lease the consent or approval of Landlord is required, such consent or approval shall be made by a properly authorized designee on behalf of Landlord, shall not be unreasonably or arbitrarily withheld, conditioned, or delayed (unless a specific provision expressly permits Landlord to grant or withhold its consent or approval in Landlord’s sole and/or absolute discretion), and shall not require a fee from Tenant. Except where a different period of time is expressly set forth in this Lease, if Landlord fails to respond to Tenant’s request for consent by written notice delivered to Tenant within ten (10) The Property business days after Landlord’s receipt thereof, and Landlord then fails to respond within five (5) days after a reminder notice is sold subject sent to Landlord by Tenant, then, so long as each of the notices refer to the Purchaser at own costs undertaking deemed-approval in this Section for failure to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedtimely respond, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Landlord shall be deemed final / conclusive to have approved the request as submitted by Tenant. Whenever in this Lease the consent or approval of Tenant is required, such consent or approval shall be made by a properly authorized designee on behalf of Tenant, shall not be unreasonably or arbitrarily withheld, conditioned, or delayed (unless a specific provision expressly permits Tenant to grant or withhold its consent or approval in Tenant’s sole and/or absolute discretion), and binding upon shall not require a fee from Landlord. Except where a different period of time is expressly set forth in this Lease, if Tenant fails to respond to Landlord’s request for consent by written notice delivered to Landlord within ten (10) business days after Tenant’s receipt thereof, and Tenant then fails to respond within five (5) days after a reminder notice is sent to Tenant by Landlord, then, so long as each of the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation notices refer to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodiesdeemed-approval in this Section for failure to timely respond, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Tenant shall be entitled, at its absolute discretion, deemed to treat such default have approved the request as a repudiation of the contract and terminate the sale submitted by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLandlord.

Consents. Section 1.1. Notwithstanding anything to the contrary set forth in Section 10.1 of the Note Purchase Agreements, the Required Holders hereby consent to the entry by the Company or any Subsidiary into any transaction with an Affiliate that is contemplated by the Post Spin-Off Documents and waive compliance by the Company and its Subsidiaries with Section 10.1 of the Note Purchase Agreements in connection therewith, provided, that, any transaction that is contemplated by a Post Spin-Off Document (other than the Transition Services Agreement) shall be pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. Section 1.2. Notwithstanding anything to the contrary set forth in Section 10.5 of the Note Purchase Agreements, the Required Holders hereby consent to the entry by Post and its Subsidiaries into one or more agreements pursuant to which Post and its Subsidiaries grant Liens on their properties and the Required Holders waive compliance by the Company and its Subsidiaries with Section 10.5 of the Note Purchase Agreements in connection therewith, provided, that, such Liens (i) do not become effective before the Distribution Date and (ii) shall secure only Debt of Post and its Subsidiaries incurred in connection with the Post Spin-Off. Section 1.3. Notwithstanding anything to the contrary set forth in Section 10.6 of the Note Purchase Agreements, the Required Holders hereby consent to the Post Contribution, the Debt for Debt Exchange, the Distribution, and the Retained Share Disposition and waive compliance by the Company and its Subsidiaries with Section 10.6 of the Note Purchase Agreements to the extent such provisions would otherwise be breached as a result of or in connection therewith, provided that (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Disposition Value of the progress Post Business does not exceed 50.0% of such applications. No warranty is given by the Assignee that any Consolidated Total Assets as of the consents can be obtainedDistribution Date, but in and (b) immediately before and immediately after the event of:- i) Any consummation of the consents not being obtained from the Developer any such Transfer and / after giving effect thereto, no Default or Proprietor Event of Default would exist; and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretionprovided, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereoffurther, in which casethat: (1i) If the Net Proceeds Amount from the Distribution shall promptly be used to permanently retire all Debt that is pre-payable without penalty or any make-whole amount or other premium (including, without limitation, the Revolving Bank Facility and the Accounts Receivable Financing Program, although the lending commitments for these facilities are not required to be permanently reduced in connection with such prepayment), other than proceeds of approximately $235,000,000 which may be retained by the meanwhile Company and used for general corporate purposes; (ii) if the Purchaser has entered into possession Net Proceeds Amount from the Retained Share Disposition is used to prepay Debt, then all such Debt must be pre-payable without penalty or any make-whole amount or other premium, unless the Notes are prepaid on a pro rata basis pursuant to the existing terms of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the saleNote Purchase Agreements; and (2iii) The costs / expenses reasonably incurred by the Assignee Company and its Subsidiaries shall not be permitted to make any Asset Disposition within the 365 days following the Distribution Date, unless the Net Proceeds Amount thereof is applied to a Debt Prepayment Application or a Property Reinvestment Application in connection accordance with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted terms and set-off against the deposit and other monies (if any, paid herein towards account conditions of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever last paragraph in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.Section 10.6

Consents. a) The Property is sold subject 7.17.1. Any consent or approval by Lender in any single instance shall not be deemed or construed to the Purchaser be Lender's consent or approval in any like matter arising at own costs undertaking to apply for a subsequent date. Any consent or approval requested of and obtain the consents (if any) required from the Developer and / granted by Lender pursuant hereto or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can other Loan Documents shall be obtainednarrowly construed to be applicable only to Borrower and the matter identified in such consent or approval and no third party shall claim any benefit by reason thereof. Wherever this Agreement, but the Mortgage, the Cash Management Agreement or any other Loan Document refers to the consent or approval of Lender, or provides that any document or Person will be satisfactory or acceptable to Lender or words of similar import, (x) such consent or approval may be given or withheld by Lender, and such document or Person must be satisfactory or acceptable to Lender, in its sole and absolute discretion, unless otherwise expressly provided herein or therein and (y) such consent or approval shall not be effective unless given in writing. Wherever this Agreement, the event of:-Mortgage, the Cash Management Agreement or any other Loan Document refers to the provision of documents or other items being as Lender may require, provides for the selection by Lender of any Person to provide reports or other items hereunder or thereunder or selection by Lender of any means of determining any matter or otherwise refers to terms and conditions hereof being as Lender deems appropriate, any such requirement, selection or determination of appropriateness shall be made by Lender in its sole and absolute discretion, unless expressly provided otherwise herein or therein. The foregoing provisions are intended to be effective whether or not the applicable provision hereof or of any other Loan Document specifies that the applicable consent, approval or other matter is to be determined by Lender in its "sole and absolute discretion" or words of similar import. i) Any of 7.17.2. Wherever in this Agreement, the consents Mortgage, the Cash Management Agreement or any other Loan Document, reference is made to any consent or approval not being obtained from "unreasonably withheld" or words of similar import, the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies same shall be subject deemed to conditions which are include within its meaning (unless expressly provided otherwise) that if such consent or approval is to be granted, the same will occur within a commercially reasonable period of time. If Borrower believes that Lender has improperly failed to grant its consent or approval (or otherwise improperly failed to act as requested by Borrower as described in Section 7.17.1 (e.g., determined that a document is not acceptable to Lender) hereunder or under the Assignee Mortgage, the Cash Management Agreement or any other Loan Document (including, without limitation, by failing to respond within a commercially reasonable period of time) where such consent or approval is required to be given by (or such action which was not taken is in its absolute discretionbreach of) the terms of this Agreement or such other Loan Document, or iii) The sale herein being set aside for any reason whatsoever by the assignee Borrower's sole remedy shall be to obtain declaratory relief in a final, non-appealable judgment determining such withholding to have been improper, whereupon such consent or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, approval shall be deemed given (or such other action described in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleSection 7.17.1 shall be deemed taken), and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and Borrower hereby waives all claims for damages or set-off against the deposit and resulting from any withholding of consent or approval (or failure to take any other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever action described in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.Section 7.17.1)

Consents. (a) The Property is sold At the request of Borrowers and notwithstanding any prohibition under Section 7.10 of the Loan Agreement or any other provision of the Loan Documents to the contrary and, in the case of Delta Search and JMT Financial, in order to confirm the Consents between the Agent and the Parent dated May 7, 2004 (the “Delta Search Consent”) and June 1, 2004 (the “JMT Financial Consent”), respectively: (i) Lenders hereby consent to the establishment of JMT Financial as a Subsidiary of Parent, subject to the Purchaser at own costs undertaking to apply for terms and obtain conditions of this Amendment (which terms supersede those of the consents (if any) required from JMT Financial Consent). It is expressly understood, acknowledged, and agreed that the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing membership interests of JMT Financial held by Parent is an item of Collateral subject to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed applicable provisions of the progress Loan Agreement and the Stock Pledge Agreement. (ii) Lenders hereby consent to the establishment of Delta Search as a Subsidiary of Parent, subject to the terms and conditions of this Amendment (which terms supersede those of the Delta Search consent). It is expressly understood, acknowledged and agreed that the capital stock of Delta Search held by Parent is an item of Collateral, subject to the applicable provisions of the Loan Agreement and the Stock Pledge Agreement. (iii) Lenders hereby consent to the reactivation of Hudson Payroll as a Subsidiary of Parent, subject to the terms and conditions of this Amendment. It is expressly understood, acknowledged and agreed that the capital stock of Hudson Payroll is an item of Collateral, subject to the applicable provisions of the Loan Agreement and the Guarantee and Debenture. (iv) Lenders hereby consent to the establishment of Hudson Recruitment Shanghai as a Subsidiary of Parent, subject to the terms and conditions of this Amendment, effective as of October 1, 2003. Lenders hereby waive any Default or Event of Default that may have occurred under the Loan Documents as a result of the establishment of such applications. No warranty is given by Subsidiary. (b) At the Assignee that request of Borrowers and notwithstanding any prohibition under Section 7.18 of the consents can be obtained, but in the event of:- i) Any Loan Agreement or any other provision of the consents not being obtained from Loan Documents to the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable contrary, Lenders hereby consent to any act of default or omission by the Purchaser) on expiry relocation of the time period prescribed for completion herein; or iioffice of Xxxxxx Highland Group Search, Inc. and Highland Partners Co. (Canada) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable 00 Xxxx Xxxxxx, Xxxxxxx, to the Assignee in its absolute discretionnew address set forth on the updated Schedule 5.7 attached hereto, or iii) The sale herein being set aside provided that the Agent receives a Collateral Access Agreement for any reason whatsoever by such location promptly upon the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount relocation of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidoffice. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. The Shareholder agrees to: (a) The Property is sold subject to the Purchaser at own costs undertaking requirements of Applicable Law, as soon as reasonably practicable inform the Offeror of all information in respect of the Shareholder and the Offeree Shares that the Offeror may reasonably require in order to apply for and obtain comply with the consents (if any) required from requirements of the Developer and / SFC, the Code, the Stock Exchange, the Listing Rules or the Proprietor and / or State Authorities or any other relevant bodies. All sums or dues whatsoever owing Applicable Law in relation to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedScheme (including, but not limited to, where the Shareholder has dealt for value in the event of:- i) Any of Shares during the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable period beginning six months prior to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction saleAnnouncement and ending with the latest practicable date prior to the posting of the Scheme Document, the details (including dates and prices) as required under paragraph 4 of Schedule I to the Code), and thereafter peaceably as soon as reasonably practicable notify the Offeror in writing of any material change in the accuracy or import of any such information and consent to yield up vacant possession the public disclosure, if required, of such information; (b) the issue of the property Announcement with the details of this Deed and references to the Assignee Shareholder set out therein, provided that (where it is reasonably practicable to do so within [14] days upon service the applicable deadline prescribed by any Applicable Law or Authority for its issue) the Shareholder shall be provided an opportunity to review the disclosure in relation to this Deed and references to the Shareholder set out therein before the issue of the notice terminating Announcement; (c) the saledetails of this Deed and references to the Shareholder being set out in any other announcement in respect of the Scheme and in the Scheme Document, provided that (where it is reasonably practicable to do so within the applicable deadline prescribed by any Applicable Law or Authority for its issue) the Shareholder shall be provided an opportunity to review the disclosure in relation to this Deed and references to the Shareholder set out therein before the issue of any such announcement and the Scheme Document; and (2d) The costs / expenses reasonably incurred this Deed being available for inspection during the offer period as required by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidCode. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. Following the Closing and in cooperation with the Purchaser, the Seller shall use commercially reasonable efforts to (a) The Property is sold subject obtain all necessary consents, waivers and approvals of any parties to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed each of the progress of such applications. No warranty is given by the Assignee that any Contracts listed in Section 5.4 of the consents can be obtained, but in Seller Disclosure Schedules under the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which heading “Post-Closing Consents” as are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee required thereunder in connection with the sale, as well as the costs transactions contemplated by this Agreement or for any such Contract to reinstate damage remain in full force and effect and (if anyb) use commercially reasonable efforts to assign to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account Companies its applicable portion of the purchase price rights in and to each of the Contracts listed in Section 5.4 of the Seller Disclosure Schedules under the heading “Post-Closing Assignments,” including by the Purchaser using commercially reasonable efforts to obtain all necessary consents, waivers and approvals of any parties to each such Contract so as to permit such assignment to the AssigneeCompanies or reasonably assisting the Companies in entering into appropriate replacement agreements with the counterparties to such Contracts. To the extent (and for so long as) any consent, waiver or approval is not obtained from any party to any of the Contracts listed in Section 5.4 of the Seller Disclosure Schedules, or any assignment of any such Contract has not been duly completed, or if an attempted assignment thereof would adversely affect the rights of the Seller thereunder so that the Companies would not in fact receive all the rights of the Seller therein, the Seller and thereafter Purchaser shall cooperate in a mutually agreeable arrangement pursuant to which the residue (if any) shall be refunded Companies would obtain all of the Seller’s benefits under such Contracts related to the Companies’ business at no additional cost to the Purchaser free of interest. For this purposeor the Companies (other than costs inherent in Seller’s position under such Contracts notwithstanding such consent, a certificate signed by any officer waiver, approval or assignment), including sub-contracting, sub-licensing or sub-leasing to the Companies, or under which the Seller would enforce for the benefit of the Assignee certifying Companies, any and all rights of the amount of Seller related to the Companies’ business against a third party to such expenses Contracts. The Seller will promptly pay to the Companies when received all monies received by the Seller under any claim or costs shall be deemed final / conclusive right or any benefit arising under any such Contract and binding upon related to the Purchaser. Subject as aforesaidCompanies’ business, and the Seller and Purchaser shall have no further claim against continue to cooperate and use all commercially reasonable efforts to obtain such consents, waivers, approvals and assignments, as applicable, and to provide the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Companies with all such rights related to the sale being terminated as aforesaidCompanies’ business. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies except those mentioned in Clause 10(a) shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of: a any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (other than for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any completion: or b any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The ; or c the sale herein being set aside for any reason whatsoever by the assignee Assignee or by an Order of Court; Then then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If : - if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] 7 days upon service of the notice terminating the sale; and (2) The costs / and - the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or solicitors nor the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) . In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- low-medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property Parent and the Sellers shall submit any and all filings required under the HSR Act with respect to the Acquisition to the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission, upon the earlier of (i) fifteen (15) business days of the date hereof, (ii) or two (2) business days of being in a position to certify all such filings. Parent will be responsible for payment of any filing fee required for filings to be made in connection with the Acquisition, and will pay any required fee at the time it submits its filings Parent and Sellers shall use their respective commercially reasonable efforts to determine whether any other filings are necessary or advisable under any other antitrust, competition, foreign investment, or other applicable Laws and, if determined that any such additional filings are necessary or advisable then, to prepare and submit such filings as promptly as practicable following the date hereof. (b) Parent and Sellers shall consult and cooperate with one and other in connection with the preparation of all respective filings, and consider in good faith the views of the other Party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the Transactions initiated by any Governmental Entity. (c) Parent and Sellers and the Companies shall use their respective commercially reasonable efforts to respond to requests, if any, as may be made by any Government Entity with respect to the Transactions under any antitrust Law. In the context of this Section 6.1(c), “commercially reasonable efforts” shall include the following: (i) if Parent, Sellers, or the Companies or any of their respective Affiliates or representatives receives a formal request for additional information or documentary material from a Governmental Entity, Parent or Sellers or the Companies, as the case may be, shall comply at the earliest practicable date with such formal request and in any event no later than by any deadline that is sold established by Law or as reasonably determined by Parent and Sellers; (ii) Parent, Sellers, or the Companies, as the case may be, shall provide the other Party a complete copy of any filing with the Governmental Entity (subject to redaction of any material not reasonably needed by the Purchaser at own costs undertaking other party) and each shall promptly respond to apply for and obtain the consents (if any) required any request from the Developer and / other for information or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid documentation reasonably requested by the Purchaser absolutely. The Purchaser undertakes other party in connection with the development and implementation of a strategy and negotiating positions with any Governmental Entity ; provided, that access to keep any such filing, information or documentation will, at such party’s request be restricted to such other parties’ outside counsel and economists or advisors retained by such counsel; (iii) Each of Parent, Sellers, and the Assignee that Companies shall (A) promptly inform the other of any and / communication made to, or their solicitors informed of the progress of received by such applications. No warranty is given by the Assignee that Party from, any Governmental Entity regarding any of the consents can be obtainedTransactions and, but subject to applicable Law, if practicable, permit the other party to review in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable advance any material proposed written communication to any act such Governmental Entity , and incorporate the other party’s reasonable comments, (B) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of default any filing, investigation or omission by inquiry concerning this Agreement or the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Transactions unless, to the Assignee extent reasonably practicable, it consults with the other party in its absolute discretionadvance and, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at extent permitted by such Governmental Entity, gives the date of other Party the auction saleopportunity to attend, and thereafter peaceably (C) furnishes the other party with copies of all correspondence, filings, and written communications between them and their Affiliates and their respective representatives, on the one hand, and any such Governmental Entity or its respective staff, on the other hand, with respect to yield up vacant possession of this Agreement and the property to the Assignee within [14] days upon service of the notice terminating the saleTransactions; and (2iv) The costs / expenses reasonably incurred Unless mutually agreed to by the Assignee in connection with the saleParties, as well as the costs to reinstate damage all filing parties party will request “early termination” of any approval required from any Governmental Entity. (if anyd) Notwithstanding anything to the property caused by contrary in this Agreement the Purchaser in possession thereof foregoing, neither Parent, Buyer nor any of their Affiliates shall be deducted required to (i) propose, negotiate, commit to, or effect any divestiture or any other concessions or conditions, or (ii) litigate with any Governmental Entity to oppose any enforcement action, including an enforcement action to prohibit the Transactions from being consummated or to remove any court or regulatory orders impeding the ability to consummate the Transactions. (e) Except as expressly provided herein, the Parties shall bear their own costs and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser expenses incurred with respect to the Assignee) and thereafter preparation of their respective filings contemplated in this Section 6.1; provided, however, that Buyer shall bear one hundred percent of any filing fee under the residue (if any) shall be refunded HSR Act with respect to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAcquisition. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject SunCoke shall use commercially reasonable efforts to obtain the Consents listed on Schedule 4.3. (b) If and to the Purchaser at own costs undertaking to apply for extent that the valid, complete and obtain the consents perfected transfer or assignment of any Operating Asset (if anyincluding any Contract) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed indirectly as part of the progress of such applications. No warranty is given by the Assignee that any contribution of the consents can Gateway Contributed Interest to SXCP would be obtaineda violation of applicable Law, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to require any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Consent in connection with the salecontribution of the Gateway Contributed Interest that have not been obtained or made by the Closing, then, unless the parties shall otherwise mutually determine, the transfer or assignment of such Operating Asset shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Operating Assets shall continue to constitute Operating Assets for all other purposes of this Agreement. (c) If any transfer or assignment of any Operating Asset intended to be transferred or assigned hereunder, as well the case may be, is not consummated on or prior to the Closing, then, insofar as reasonably possible, SunCoke or its applicable Subsidiary retaining such Operating Asset shall thereafter hold such Operating Asset for the use, benefit and/or burden of SXCP (at the expense of SunCoke and for the account of SXCP) until such time as such transfer or assignment can be completed; provided, however, that SunCoke or its applicable Subsidiary shall hold such Operating Asset for the use, benefit and/or burden of SXCP at SunCoke’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, SunCoke or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Operating Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by SXCP in order to place SXCP in a substantially similar position as if such Operating Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Operating Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Operating Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSXCP. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold Following the execution hereof, until the Closing Date, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, and Buyer shall use its commercially reasonable efforts to obtain as expeditiously as possible all Consents required to be obtained by the Companies, including Consents under the Franchises, FCC Licenses and Contracts of the Companies. Seller shall, and shall cause the Companies to, and Buyer shall, prepare and file, or cause to be prepared and filed, within fifteen (15) days after the date hereof (subject to the Purchaser at own costs undertaking extension for a period of up to apply an additional ten (10) days, if reasonably necessary for and obtain the consents a party to complete its application), all applications (if anyincluding FCC Forms 394 or other appropriate forms) required from to be filed with the Developer FCC and / or any Franchising Authority that are necessary for the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing transfer of control to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Buyer in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account consummation of the purchase price transactions contemplated by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer Agreement of the Assignee certifying Franchises and the amount FCC Licenses identified in Schedule 3.8, which applications shall include a request that Seller and its Affiliates be unconditionally released of such expenses any guarantee or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event surety of any of the consents Companies' obligations or performance thereunder in connection therewith. The parties shall also make appropriate requests, as soon as practicable after the date hereof, for any Consents required under any Contract, which requests shall include a request that Seller and its Affiliates be unconditionally released of any guarantee or surety of any of the Companies' obligations or performance thereunder in connection therewith. If any Contract requires Buyer to assume such Contract or the obligations of any of the Companies thereunder in connection with the consummation of the transactions contemplated by this Agreement, Buyer shall, effective as of Closing, assume any such Contracts and obligations pursuant to an instrument reasonably acceptable to all parties thereto. If, notwithstanding their commercially reasonable efforts, Seller and the Companies are unable to obtain any of the Consents, none of the Companies nor Seller shall be liable to Buyer for any breach of covenant, and, for the avoidance of doubt, after the Closing, Seller shall not have any obligation with respect to obtaining any Consents or any liability for the failure of such Consents to be obtained. Except as expressly set forth in Section 6.4(b) below, nothing herein shall require the expenditure or payment of any funds (other than in respect of normal and usual attorneys fees, filing fees or other normal costs of doing business) or the giving of any other consideration by Buyer, Seller or, prior to consummation of the Closing, any Company, or any adjustment to the Cash Consideration to be paid to Seller. (b) Seller agrees that if in connection with the process of obtaining any Consent, a Governmental Authority or other Person purports to require any significant adverse condition, change or additional or materially different adverse terms to a Franchise, License or Contract to which such Consent relates that would be applicable to Buyer or the Companies as a requirement for granting its Consent, Buyer's approval is required before Seller accepts any such conditions, changes or additional or different terms (it being obtained agreed by Buyer for purposes of this Agreement, without otherwise limiting whether any other conditions, changes or additional or different terms are acceptable, that (i) any conditions, changes or additional or different terms, expenditures in respect of which are included in, or reasonably contemplated by, the Capital Budgets shall be deemed to be acceptable for purposes hereof and (ii) any requirement that Buyer or any Affiliate controlled by Buyer provide a guarantee or other surety for the performance of Buyer's obligations under any such Franchise, License or Contract to substantially the same extent that Seller or its Affiliates are required to provide any such guarantee or surety for any of the Companies as of the date hereof shall be deemed to be commercially reasonable for purposes hereof). (c) Buyer shall promptly furnish to any Governmental Authority or other Person from whom a Consent is requested such accurate and complete information regarding Buyer and its Subsidiaries, including financial information concerning Buyer and other information relating to the Developer cable and / other media operations of Buyer, as a Governmental Authority or Proprietor other Person may reasonably require in connection with obtaining any Consent, and / Buyer shall promptly furnish to Seller a copy of any such information provided to a Governmental Authority or State other Person, and any other information concerning Buyer as Seller may reasonably request in connection with obtaining any Consent. (d) Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that Seller and the Companies will control and manage the process of obtaining Consents and neither Buyer nor any of its employees, agents, representatives or any other Person acting on behalf of Buyer will contact any Governmental Authority or other Person from whom a Consent is sought for the purpose of seeking any amendment, modification or changes to any Franchise, License or Contract, for the purpose of waiving or extending the time period in which such Governmental Authority or other Person is required to act on the request for Consent, or for any other purpose that would have the result of hindering or delaying the receipt of any Consent; provided that it is understood and agreed that nothing herein shall prevent Buyer (or its employees, agents, representatives or any other Person acting on behalf of Buyer) from responding to requests initiated by Governmental Authorities or other relevant bodies, on expiry Persons from whom a Consent is sought so long as such response does not relate to any of the time period prescribed for completion hereinforegoing prohibited matters and Buyer shall use commercially reasonable efforts to apprise the Companies of all such requests. (e) Buyer agrees that if any Consent related to a Franchise, due to reasons attributable to FCC License or Contract that includes a guarantee or surety by Seller or any act of default or omission by the Purchaser or non-fulfilment by the Purchaser its Affiliates of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice Companies' obligations or performance thereunder does not include an unconditional release thereof, in which event 10% Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all claims, losses, liabilities, damages, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees, arising out of the successful bid deposited with the Assignee any such guarantee or surety; provided, however, that Buyer's indemnification and hold harmless obligation under this Section 6.4(e) shall be forfeited absolutely only relate to guarantees and sureties disclosed on Schedule 6.4(e). (f) At least five (5) Business Days prior to the Assignee as agreed liquidated damages and date scheduled for Closing, Seller shall deliver to Buyer a notice that the Purchaser shall have no claims whatsoever against condition set forth in the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againsecond sentence of Section 7.1(c) has been satisfied.

Consents. (a) The Property is sold subject To the extent that third party consents relating to Assumed Contracts have not been obtained by the Seller as of the Closing, the Seller shall, during the remaining term of such Assumed Contracts (the "Non-Assignable Contracts"), use all commercially available efforts to (a) obtain as promptly as practicable the consent of the applicable third party, (b) make the benefit of such Non-Assignable Contracts available to the Purchaser at own costs undertaking to apply so long as the Purchaser fully cooperates with the Seller and promptly reimburses the Seller for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid all payments made by the Purchaser absolutely. The Purchaser undertakes to keep Seller in connection therewith and indemnifies the Assignee that any Seller with respect thereto, and / or their solicitors informed (c) enforce at the request of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer Purchaser and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of expense and for the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price Purchaser, any rights of the Seller arising from such Non-Assignable Contracts against the other party or parties thereto (including the right to terminate any such Non-Assignable Contracts in accordance with the terms thereof). The Seller will not take any action or suffer any omission which would limit or restrict or terminate in any material respect the benefits to the Purchaser of such Non-Assignable Contracts unless, in good faith and after consultation with and prior written notice to the Purchaser, the Seller is ordered orally or in writing to do so by a Governmental Entity of competent jurisdiction or the Seller is otherwise required to do so by law; provided that if any such order is appealable, the Seller will, at the Purchaser's cost and expense, take such actions as are requested by the Purchaser to file and pursue such appeal and to obtain a stay of such order. With respect to any such Non-Assignable Contract as to which the Assignee) and thereafter necessary approval or consent for the residue (if any) shall be refunded assignment or transfer to the Purchaser free is obtained following the Closing, the Seller shall transfer such Non-Assignable Contract to the Purchaser by execution and delivery of interestan instrument of conveyance reasonably satisfactory to the Purchaser and the Seller within three (3) business days following receipt of such approval or consent. For this purposeNotwithstanding the foregoing, a certificate signed by the Seller shall not be indemnified to the extent of any officer losses which result from (i) the Seller's failure to take any lawful action in accordance with the Purchaser's reasonable instructions or (ii) the Seller's gross negligence or willful misconduct. (b) The Seller agrees to use its reasonable best efforts to assign those Licenses listed in Section 3.18(c) of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon Seller Disclosure Letter to the Purchaser. Subject as aforesaid, but if the Seller shall have failed to procure for the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation such assignment prior to the sale being terminated as aforesaid. b) In Closing Date, then the event Seller shall either procure a separate license for the benefit of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by shall notify the Purchaser of any requirements imposed on at least three (3) business days prior to the purchase of low or low- medium cost property, Closing that the Assignee shall be entitled, at its absolute discretion, Seller agrees to treat such default as a repudiation of the contract and terminate the sale by giving reimburse the Purchaser written notice thereof, in which event 10% for its reasonable cost of the successful bid deposited with the Assignee shall be forfeited absolutely obtaining a license to the Assignee as agreed liquidated damages and the reasonably equivalent software. (c) The Purchaser shall have no claims whatsoever against take such commercially reasonable action as the Assignee, their solicitors or Seller reasonably requests from time to time in order to assist the Auctioneer Seller in relation obtaining any third party consent relating to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againan Assumed Contract.

Consents. (a) The Property is sold subject Notwithstanding anything to the Purchaser contrary in this Agreement, any Real Property Lease, Equipment Lease, Transferred License, Restricted Software, Permit, Assumed Contract, Contract or right which is not assignable or transferable without the consent of any Person other than Seller, the Asset Selling Entities, the Transferred Subsidiaries or any other Subsidiary of Seller or Buyer shall not be transferred to Buyer at own costs undertaking the Closing, to apply for the extent that such consent shall not have been given prior to the Closing; provided, however, that each of the Seller Entities and Buyer shall have the continuing obligation after the Closing to use reasonable best efforts at Seller’s sole cost and expense to obtain all necessary consents to the assignment or transfer thereof. Upon obtaining the requisite third-party consents (thereto, Seller shall, and shall cause each applicable Asset Selling Entity to, promptly sell, convey, assign, transfer and deliver to Buyer such Real Property Leases, Equipment Leases, Transferred Licenses, Restricted Software, Permits, Assumed Contracts, Contracts or rights, if any) required from otherwise includable in the Developer and / Purchased Assets or the Proprietor and / transactions contemplated hereby. (b) With respect to any Real Property Lease, Equipment Lease, Transferred License, Permit, Assumed Contract, Contract or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee right that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but included in the event of:- i) Any of the consents Purchased Assets but not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable assigned to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as Buyer at the date Closing by reason of Section 2.6(a), after the auction saleClosing, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and for at least two (2) The years thereafter, Seller and Buyer shall cooperate with each other, upon written request of Buyer, in endeavoring to obtain for Buyer, a lawful and reasonable arrangement with respect thereto to provide for Buyer substantially comparable benefits (including economics) therein, including, if applicable, Buyer conducting operations in a leased facility of Seller prior to obtaining consent to assignment of the lease for such facility. In any such arrangement, (x) Buyer will solely to the extent of Buyer’s use, or receipt of benefits, thereof (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, and (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs / and expenses reasonably incurred of the Seller and its Affiliates arising from Buyer’s use, or receipt of the benefits, thereof, and (y) Seller will, and will cause each Asset Selling Entity to, enforce the rights granted to Buyer under this Section 2.6. (c) Buyer acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to the Assignee Real Property Leases, Equipment Leases, Transferred Licenses, Permits, Assumed Contracts, Contracts or rights and that such consents may not be obtained. Subject to Seller’s compliance with the terms of this Agreement, including Sections 2.6(a) and 2.6(b), and without limiting Seller’s representations and warranties in Article III hereof, Buyer agrees that neither the Seller nor any of its Affiliates shall have any liability whatsoever solely arising out of the failure to obtain any consents that may be required in connection with the saletransactions contemplated by this Agreement or solely because of the default under, or acceleration of, any Real Property Lease, Equipment Lease, Transferred License, Permit, Assumed Contract, Contract or right, as well as a result thereof. (d) Within ninety (90) days after the costs execution of this Agreement, Seller shall provide the Buyer with a list of all Shared Contracts, indicating which of such Shared Contracts may be assigned in part, pursuant to reinstate damage its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (if anythe “Assignable Shared Contracts”). Within thirty (30) days after receipt thereof, the Buyer will provide the Seller with written notice of those Assignable Shared Contracts that the Buyer desires to assume in part. Each such Assignable Shared Contract for which the Buyer provides written notice of its desire to assume in part shall thereafter be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the property caused Buyer as of the Closing such Contract in accordance with its terms. (e) With respect to each Shared Contract identified pursuant to the first sentence of subsection (d) above that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), the Buyer will also, within thirty (30) days after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Buyer desires to assume in part. Each party shall use its reasonable best efforts prior to the Closing to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Buyer, or to otherwise enter into a new Contract with the Buyer on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the Buyer as of the Closing such Contract in accordance with its terms. The Seller shall not take any action to terminate prior to its expiration any Non-Assignable Shared Contract which has been identified by the Purchaser Buyer as one it desires to assume pursuant to this subsection (e), or take any action or fail to take any action that would permit the other party to any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in possession thereof shall be deducted and set-off against the deposit and other monies (if anyeach case, paid herein towards account of the purchase price by the Purchaser prior to the Assigneedate that is twelve (12) and thereafter months after the residue (if any) Closing Date. Notwithstanding the foregoing, the Seller shall not be refunded required to partially assign to the Purchaser free of interest. For this purpose, a certificate signed by any officer of Buyer at the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of Closing any of the consents Non-Assignable Shared Contracts for which consent has not being obtained been obtained. (f) With respect to each Non-Assignable Shared Contract for which the arrangements described in subsection (e) above could not be entered into prior to the Closing, Seller agrees to continue to use its reasonable best efforts from and after the Developer Closing Date until the date that is two (2) years following the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Buyer, or to otherwise enter into a new Contract with the Buyer on substantially the same terms as exist under the applicable Shared Contract. Until any such consent or new Contract is obtained, the Seller and / or Proprietor the Buyer will use reasonable best efforts to cooperate for two (2) years following the Closing, in any lawful and / or State Authorities or other relevant bodiesreasonable arrangement, on expiry to the extent such cooperation would not result in a breach of the time period prescribed terms of such Non-Assignable Shared Contract, and not prohibited under applicable law, which will provide the Buyer the obligations and benefits of any such Non-Assignable Shared Contract with respect to the Devices & Services Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Buyer any or all of the Seller’s rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Devices & Services Business. In any such arrangement, (x) Buyer will solely to the extent of Buyer’s use, or receipt of benefits, thereof (i) bear the sole responsibility for completion hereinof the work or provision of goods and services, due (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to reasons attributable all benefits thereof, economic or otherwise, and (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates arising from Buyer’s use, or receipt of the benefits, thereof, and (y) Seller will, and will cause each Asset Selling Entity to, enforce the rights granted to any act of default Buyer under this Section 2.6(f). If and when such consents or omission by the Purchaser approvals are obtained or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost propertysuch other required actions have been taken, the Assignee shall partial assignment of such Non-Assignable Shared Contract will be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, effected in which event 10% of the successful bid deposited accordance with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againterms of this Agreement.

Consents. (a) The Property In the case of each Obligor which is sold subject an issuer of Pledged Collateral, such Xxxxxxx agrees to be bound by the terms of this Agreement relating to the Purchaser at own costs undertaking Pledged Collateral issued by it and will comply with such terms insofar as such terms are applicable to apply for it. Without limitation to the foregoing, with respect to each Obligor that is an issuer of Pledged Collateral constituting uncertificated securities, such Obligor agrees that upon notice from Agent following the occurrence and obtain during the consents continuance of an Event of Default, such Obligor shall comply with Agent’s instructions with respect to such Pledged Collateral without further consent of the Obligor holding such Pledged Collateral. (if anyb) required from Each Obligor on behalf of itself, and in the Developer and / case of each Obligor which is a partner, shareholder or member, as the Proprietor and / or State Authorities case may be, in a partnership, corporation, limited liability company or other relevant bodies. All sums or dues whatsoever owing entity that is an issuer of Pledged Collateral such Obligor in such capacity, hereby (i) consents, to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid extent required by the Purchaser absolutely. The Purchaser undertakes applicable Organic Documents of such Obligor or such issuer of Pledged Collateral, to keep the Assignee that pledge by it and by each other Obligor pursuant to the terms hereof of the Pledged Collateral in such partnership, corporation, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Collateral to Agent or its nominee or transferee and admission of such Person as a substitute partner, shareholder or member, as the case may be, and (ii) to the maximum extent permitted to do so, irrevocably waives any and / or their solicitors informed all provisions of the progress applicable Organic Documents of such applications. No warranty is given by issuer of Pledged Collateral that conflict with the Assignee that terms of this Agreement or prohibit, restrict, condition or otherwise affect the grant hereunder of any Lien on any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation Pledged Collateral or any cause whatsoever enforcement action which may be taken in relation to the sale being terminated as aforesaid. b) In the event respect of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLien.

Consents. Nothing in this Agreement will be construed as an attempt or agreement to assign any lease, contract or other agreement or any License which cannot be assigned, transferred, subleased or sublicensed without the consent or waiver of the party or parties thereto (other than the Seller) or any third party (including a government or governmental unit) unless such consent or waiver has been obtained, or if such assignment, transfer, sublease or sublicense or attempt to assign, transfer, sublease or sublicense would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement will not constitute an assignment, transfer, sublease or sublicense thereof. Seller will use all reasonable efforts prior to and, if necessary with respect to the Acquired Assets after, the Closing, to obtain such Consents, if any, as may be required for the assignment or transfer by the Seller of the Acquired Assets listed on Schedule 3.3, it being understood that all reasonable efforts will not include any requirement to (a) The Property is sold subject pay any consideration or (b) offer or grant financial accommodations to the Purchaser at own costs undertaking any third party with respect to apply for and obtain the consents (if any) required from the Developer and / such lease, contract, agreement or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutelyLicense. The Purchaser undertakes to keep will cooperate with the Assignee that Seller, in such manner as may be reasonably requested, in connection therewith. If any and / or their solicitors informed of the progress of such applications. No warranty Consent is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable prior to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertyClosing, then the Seller will use all reasonable efforts to enter into an arrangement with respect to any such lease, contract, agreement or License to provide the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date with all of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred benefits enjoyed by the Assignee in connection with the saleSeller under any such License, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if anylease, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities contract or other relevant bodiesagreement, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against will perform all of the Assigneeobligations under such Licenses, their solicitors or the Auctioneer in relation leases, contracts and other agreements as though they had been assigned to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againPurchaser.

Consents. The Guarantor hereby consents and agrees that any or all of the following actions may be taken or things done without notice to the Guarantor and without affecting, diminishing or releasing the liability of the Guarantor under this Guaranty: (a) The Property is sold subject to time for the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / Borrower's performance of or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that compliance with any of the consents can Obligations all duties or covenants created under or pursuant to any of the Loan Documents may be obtainedaccelerated, but in renewed, modified, released or extended or such performance or compliance may be waived by the event of:-Lender, including, without limitation, the time of payment of the Obligations. i(b) The rate of interest under the Loan Agreement or other evidence of indebtedness may be increased or decreased. (c) Any of the consents not being obtained from acts referred to in any documents, instruments or certificates evidencing or securing the Developer and / Obligations or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable referred to in any act of default or omission the Loan Documents may be performed, in accordance with their terms, by the Purchaser) Borrower or any other party for and or on expiry behalf of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:Borrower. (1d) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses As described therein or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidherein, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event terms of any of the consents not being obtained from the Developer and / documents, instruments or Proprietor and / certificates evidencing or State Authorities or other relevant bodies, on expiry securing any of the time Obligations or the terms of the Loan Documents may be modified, extended or renewed for any period prescribed for completion hereinthe purpose of adding any provisions thereto or changing in any manner the rights of the Lender or of the Borrower thereunder. (e) The Lender may grant releases, due to reasons attributable compromises and indulgences with respect to any act of default the Obligations or omission any of the Loan Documents to any persons or entities now or hereafter liable thereunder or hereunder. (f) The Lender may release any guarantor or endorser of any of the Obligations, the Loan Documents or any other covenant, obligation or duty guaranteed hereby or referred to herein. (g) The Lender may take or fail to take any action of any type whatsoever without releasing the Guarantor's obligations hereunder or affecting this Guaranty in any way or affording the Guarantor any recourse against the Lender. (h) Any property constituting security of any kind or nature whatsoever now or hereafter held by the Purchaser Lender or non-fulfilment by any person, firm, trustee or corporation on the Purchaser Lender's behalf, or for its account, may be surrendered or exchanged or substituted for collateral of like kind or of any requirements imposed on kind, or such property or security may be otherwise dealt with, and the purchase of low Lender's interest thereunder may be released or low- medium cost propertyremain in effect, all as the Assignee shall be entitledLender, at in its absolute sole discretion, may deem desirable. (i) The Lender may resort to treat such default as a repudiation the Guarantor for payment and performance of any of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% Obligations or any of the successful bid deposited with obligations, duties and covenants created under and pursuant to any of the Assignee shall be forfeited absolutely to Loan Documents whether or not the Assignee as agreed liquidated damages and the Purchaser Lender shall have no claims whatsoever against resorted to any property now or hereafter securing any of the Assigneeundertakings thereunder or any other party primarily or secondarily liable on any of the Obligations or any of the obligations, their solicitors or duties and covenants created under and pursuant to any of the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLoan Documents.

Consents. a(i) The Before Closing, Seller shall use reasonable efforts (which shall not require the payment of money to third Persons) to obtain all Consents. If Seller is unable to obtain a Consent (other than a Hard Consent), then Seller and Buyer shall proceed to Closing as to the portion of the Property is sold affected by the un-obtained Consent without adjustment to the Purchase Price, subject to the Purchaser further obligations of Seller and Buyer set forth in this Section 5.5.2(b). After Closing, Seller shall attempt to obtain any un-obtained Consents (which shall not require the payment of money to third Persons), including Consents alleged by third Persons or identified after Closing, and Buyer shall provide reasonable assistance to Seller. If Seller is unable to obtain such Consents on or before the Final Settlement Date, then Buyer shall retain ownership of the affected portion of the Property. (ii) If Seller fails to obtain a Consent prior to Closing and the failure to obtain such consent would cause (or give the lessor or grantor the right to cause) (A) the assignment of the portion of the Property affected thereby to Buyer to be void or (B) the termination of the Lease affected thereby under the express terms thereof (each, a “Hard Consent”), then, in each such case, the affected portion of the Property shall be excluded from the Property to be acquired by Buyer at own costs undertaking Closing hereunder and the Purchase Price shall be reduced by the Allocated Value of the portion of the Property so excluded. In the event that a Hard Consent (with respect to apply any applicable portion of the Property excluded pursuant to this Section 5.5.2(b)(ii) that was not obtained prior to Closing is obtained prior to the Final Settlement Date, then, Buyer shall purchase, within ten (10) days after such Hard Consent is obtained, such portion of the Property so excluded as a result of such previously un-obtained Hard Consent under the terms of this Agreement for and obtain the consents amount (if any) required from by which the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Purchase Price was reduced at Closing due to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed exclusion of such portion of the progress of Property (as such applications. No warranty amount is given by the Assignee that any appropriately adjusted in accordance with Section 2.2 with respect to such portion of the consents can be obtainedProperty), but in the event of:- i) Any and Seller shall assign to Buyer such portion of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable Property pursuant to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable an assignment, in a form substantially similar to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAssignment. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to sell, assign, transfer, convey or deliver any Purchased Asset or any benefit arising under or resulting from such Purchased Asset if the sale, assignment, transfer, conveyance or delivery thereof, without the Consent of a third party, (i) would constitute a breach or other contravention of the rights of such third party, (ii) would be ineffective with respect to any party to a Contract concerning such Purchased Asset, (iii) would breach any restriction imposed by any Governmental Entity on the assignment of the Purchased Asset in question, or (iv) would, upon transfer, in any way adversely affect the rights of Buyer under such Purchased Asset. If the sale, assignment, transfer, conveyance or delivery by Seller to, or any assumption by Buyer of, any interest in, or Liability under, any Purchased Asset requires the Consent of a third party, then such sale, assignment, transfer, conveyance, delivery or assumption shall be subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodiessuch Consent being obtained. All sums or dues whatsoever owing Without limiting Section 2.8(b), to the Developer and / or Proprietor and / or extent any Assigned Contract may not be assigned to Buyer by reason of the State Authorities or relevant bodies absence of any such Consent (“Restricted Contract”), Buyer shall not be borne and paid by required to assume any Assumed Liabilities arising under such Restricted Contract. (b) To the Purchaser absolutely. The Purchaser undertakes to keep the Assignee extent that any and / Consent in respect of a Restricted Contract or their solicitors informed of any other Purchased Asset shall not have been obtained on or before the progress of Closing Date, Seller shall continue to use commercially reasonable efforts to obtain any such applications. No warranty is given by Consent after the Assignee that any of Closing Date until the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry expiration of the time period prescribed for completion herein; or iiset forth in paragraph (c) Any below, provided that use of commercially reasonable efforts shall not require payment of any fee in connection therewith. Seller shall cooperate with Buyer in any economically feasible arrangement proposed by Buyer to provide that Buyer shall receive the consents from interest of Seller in the Developer and / or State Authorities benefits under such Restricted Contract or other relevant bodies Purchased Asset. Seller shall be pay and discharge, and shall indemnify and hold harmless, Buyer and its Affiliates from and against any and all out-of-pocket costs of seeking to obtain or obtaining any such Consent whether before or after the Closing Date. As soon as a Consent for the sale, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Purchased Asset is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Contract or Purchased Asset to Buyer, and Buyer shall, subject to conditions which are not acceptable to agreement on the Assignee in its absolute discretion, or iii) The sale herein being Run-Rate Revenues as set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If forth in the meanwhile following sentence, assume the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at Assumed Liabilities under any such Restricted Contract from and after the date of the auction sale, assignment to Buyer pursuant to a special-purpose assignment and thereafter peaceably assumption agreement substantially similar in terms to yield up vacant possession those of the property Xxxx of Sale and Assignment and Assumption Agreement. Buyer and Seller shall negotiate in good faith on similar terms as the Assigned Contracts to determine the Assignee Run-Rate Revenues for any Restricted Contract for which Seller has received consent pursuant to this Section 2.8. (c) To the extent that any Consent in respect of a Restricted Contract or any other Purchased Asset shall not have been obtained within [14] 90 days upon service of the notice terminating Closing Date despite the sale; and (2) The costs / expenses reasonable efforts of Seller, Seller shall as soon as reasonably incurred by practicable terminate such Restricted Contracts following the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account written request of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidBuyer. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:; (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-set- off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent, approval, judgment or determination of Landlord is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / permitted under any provision of this Lease, Landlord may exercise its good faith business judgment in granting or State Authorities withholding such consent or other relevant bodies. All sums approval or dues whatsoever owing to the Developer and / in making such judgment or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable determination without reference to any act extrinsic standard of default reasonableness, unless the provision for such consent, approval, judgment or omission by determination specifies that Landlord’s consent or approval is not to be unreasonably withheld, or that such judgment or determination is to be reasonable, or otherwise specifies the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject standards under which Landlord may withhold its consent. If it is determined that Landlord failed to conditions which are not acceptable give its consent where it was required to the Assignee in its absolute discretiondo so under this Lease, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee Tenant shall be entitled to put up specific performance but not to monetary damages for such failure. Landlord’s actual reasonable costs and expenses (including architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the property consideration of, or response to, a request by Tenant for re-sale againany Landlord consent, including consents to an assignment, a subletting or the presence or use of a Hazardous Materials, shall be paid by Tenant upon receipt of an invoice and supporting documentation therefor. Landlord’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Event of Default by Tenant of this Lease exists, nor shall such consent be deemed a waiver of any then existing Event of Default, except as may be otherwise specifically stated in writing by Landlord at the time of such consent. The failure to specify herein any particular condition to Landlord’s consent shall not preclude the imposition by Landlord at the time of any future consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days after such request. The review or approval by Landlord of any item to be reviewed or approved by Landlord under the terms of this Lease shall not impose upon Landlord any liability for accuracy or sufficiency of any such item or the quality or suitability of such item for its intended use. Any such review or approval is for the sole purpose of protecting Landlord’s interest in the Premises or under this Lease, and no third parties, including Tenant or the representatives and visitors or Tenant or any person or entity claiming by, through or under Tenant, shall have any rights hereunder.

Consents. a) The Property is sold subject Not later than the Execution Date, Seller shall request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), any consent or approval listed on Schedule 5.16 of any third party, person or Governmental Authority that are customarily received prior to the Purchaser at own costs undertaking Closing (“Consents”). Each Seller represents and warrants as to apply for itself that it has obtained all and obtain the any consents (if any) required from each member of Seller Group to enable the Developer and / or transactions contemplated by this Agreement to proceed. If, with respect to a Consent, the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing failure of which to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid obtain would, by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed express terms of the progress document creating such right and/or requirement, render the assignment of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but an Asset void or result in the event of:- termination thereof, then, unless otherwise mutually agreed in writing by Seller and Buyer, (i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies any Asset affected by such Consent (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anya “Retained Interest”) shall be refunded held back from the Assets to be transferred and conveyed to Buyer at Closing, (ii) the Cash Portion of the Purchase Price shall not be reduced at the Closing on account of such Retained Interest being so held back, (iii) Seller shall hold legal title to such Retained Interest as nominee for Buyer, effective as of the Effective Time, (iv) Buyer shall pay and, to the Purchaser free of interest. For this purposeextent paid by Seller, a certificate signed by any officer promptly reimburse Seller for, all Assumed Obligations associated with such Retained Interest effective as of the Assignee certifying Effective Time (for the amount purposes of such expenses or costs this clause, each reference to “Assets” in the definition of “Assumed Obligations” shall be deemed final / conclusive to refer to “Retained Interest”) and binding upon the Purchaser. Subject as aforesaid, the Purchaser (v) Seller shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or pay Buyer any cause whatsoever in relation revenues associated with such Retained Interest attributable to all periods subsequent to the sale being terminated as aforesaid. b) In Effective Time to the event of any extent the Cash Portion of the consents Purchase Price has not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable been adjusted therefor. Until all Consents with respect to any act of default Retained Interest are satisfied or omission by one hundred eighty (180) days after the Purchaser Closing Date, whichever occurs first, Seller shall use commercially reasonable efforts, but without obligation to incur any unreasonable cost or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretionexpense, to treat obtain waivers of, or to comply with, any such default as Consents. Seller shall take such actions under and with respect to a repudiation Retained Interest at the direction and/or for the benefit of Buyer; provided, however, that in no event shall Seller be obligated to take any actions that would not be taken by a reasonably prudent operator. Any Retained Interest will be conveyed to Buyer within ten (10) days following the contract and terminate the sale by giving the Purchaser written notice thereof, in date on which event 10% of the successful bid deposited Seller obtains all Consents with the Assignee shall be forfeited absolutely respect to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againsuch Retained Interest.

Consents. aSeller will use all reasonable efforts to identify, with respect to all Properties, the names and current addresses of parties for the Consents that are identified on Exhibit 4.1(g). Within five (5) The Property days after the execution of this Agreement, Seller will request, from the parties identified (and in accordance with the documents creating such rights), execution of the Consents. Seller shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. Any property for which there is sold an outstanding Consent shall be considered to have a Defect; provided however, the Properties subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required such outstanding Consent shall be excluded from the Developer transaction contemplated hereby (and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Purchase Price shall be borne and paid reduced by the Purchaser absolutely. The Purchaser undertakes to keep Allocated Amount for the Assignee that any and / or their solicitors informed portion of the progress of Properties so excluded but said reduction in Purchase Price shall not be applied towards the Defect Threshold or Sections 8.1(c) and 8.2(c)) unless Buyer waives the requirement that such applications. No warranty is given by the Assignee that any of the consents can Consent be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event Buyer waives the requirement to obtain the Consent, Buyer shall indemnify and hold the Seller and Seller’s Indemnitees harmless from and against all (and shall release and waive any claims against or remedies from the Seller or Seller’s Indemnities as to any) claims, actions, causes of any action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys’ fees) whatsoever that arise out of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry failure to obtain such waived Consent with respect to any transfer by Seller to Buyer of the time period prescribed for completion herein, due portion of the Properties subject to reasons attributable such waived Consent and with respect to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost propertysubsequent transfers thereof WHETHER OR NOT SUCH CLAIMS, the Assignee shall be entitledACTIONS, at its absolute discretionCAUSES OF ACTION, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereofLIABILITIES, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the AssigneeDAMAGES, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY.

Consents. (a) The Property is sold subject Sellers will use commercially reasonable efforts to obtain or cause to be obtained prior to the Purchaser at own costs undertaking to apply for and obtain the Closing Date consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / assignment to or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid assumption by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Buyer of all of the progress Material Contracts which require the consent of such applications. No warranty is given any third party by the Assignee that any reason of the consents can transactions provided for in this Agreement as shown on Schedule 3.9 and Schedule 3.10(b); provided, however, that Sellers shall not be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / required to make any payments or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to incur any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject obligations to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee third parties in connection with the sale, as well as the costs to reinstate damage obtaining of any such consent. (if anyb) to the property caused by the Purchaser Nothing in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Agreement shall be deemed final / conclusive and binding upon to be a condition to Closing or to constitute or require the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors transfer or assignment or the Auctioneer for damagesattempt to transfer or assign any of the Acquired Assets if the attempted transfer or assignment thereof, compensation without the consent of a third party, would adversely affect in any way the rights of any of Sellers or Mxxxxx Communications, on the one hand, or Buyer or GateHouse Media, on the other hand or, in Buyer’s opinion, would adversely affect any cause whatsoever in relation of the Publications or the Acquired Assets. If any such consent shall not have been obtained at or prior to the sale being terminated as aforesaid. b) In Closing, or the event attempted transfer or assignment of any of the consents Acquired Assets at the Closing would have an adverse effect on Sellers or Mxxxxx Communications, on the one hand, or Buyer, GateHouse Media, the Publications or the Acquired Assets on the other hand, or on Buyer’s rights thereto or Buyer would not being obtained from in fact receive the Developer rights thereto, (i) Sellers will cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the rights thereto and / benefits thereunder, including, without limitation, (A) enforcing for the benefit of Buyer any or Proprietor and / or State Authorities all rights of Sellers under any contract, commitment or other relevant bodiesagreement against any other party thereto, on expiry or (B) at Buyer’s election, not transferring, conveying, assigning or delivering to Buyer at the Closing, and retaining legal title to such Acquired Asset, while permitting Buyer the possession and use of such Acquired Asset for Buyer’s account and with Buyer receiving the time period prescribed for completion hereinbenefits and bearing the burdens of such Acquired Asset as if such Acquired Asset had been so transferred, due conveyed, assigned and delivered, and (ii) Sellers will take all reasonable appropriate further action to reasons attributable obtain such consents, approvals or novations as may be required under applicable laws or otherwise to any act effect the transfer or assignment of default such Acquired Asset to Buyer. Pending the obtaining of such consents, approvals or omission by the Purchaser or non-fulfilment by the Purchaser novations, Buyer will continue performance of any requirements imposed remaining unfulfilled obligations of Sellers under any contract, commitment or other agreement constituting such an Acquired Asset in the same manner as though Buyer rather than Sellers was a party to such contract, commitment or agreement, with Buyer receiving the benefits and bearing the burdens thereof. Sellers agree to remit to Buyer all collections received in respect of any such Acquired Asset promptly on the purchase of low or low- medium cost property, the Assignee receipt thereof less any amount due Sellers from Buyer with respect to such Acquired Assets. Expenses incurred in connection with actions taken pursuant to this Section 5.6(b) shall be entitled, at its absolute discretion, borne in such a manner as to treat such default as a repudiation of place Sellers and Buyer in the contract and terminate the sale by giving the Purchaser written notice thereof, economic positions in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall they would have no claims whatsoever against the Assigneebeen had such Acquired Asset been transferred, their solicitors conveyed, assigned or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againdelivered at Closing.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for Assignor and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed hereby acknowledge that, under certain conditions, under certain of the progress contracts and agreements described on Schedule 1 hereto, Homestake Mining Company (formerly Felmont Oil Corporation) may have a right of first refusal and a right to consent to certain transfers of Assignor's rights and interests under such applicationsdocuments (the "Homestake Refusal Right"). No warranty is given by the Assignee Without acknowledging that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable transfers made pursuant to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be this Agreement are subject to conditions which are not acceptable to the Homestake Refusal Right, Assignor and Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which casehereby agree as follows: (1a) If Assignor agrees that it will comply with the instructions of Assignee with respect to whether and in the meanwhile the Purchaser has entered into possession what manner Assignor treats any of the property, then the Purchaser is liable at his own costs to reinstate the property assignments described in this Agreement as being subject to the original condition Homestake Refusal Right:; (b) Assignor agrees that it will structure the assignments pursuant to this Agreement in any manner that Assignee reasonably requests, including, without limitation, as at the date a contribution of the auction sale, Transferred Businesses and thereafter peaceably to yield up vacant possession the Assets into a newly-formed subsidiary followed by a transfer of the property to the Assignee within [14] days upon service stock of the notice terminating the salesaid subsidiary; and (2c) The costs / Assignee hereby covenants and agrees to defend, indemnify and hold harmless Assignor and its officers, directors, employees, agents, advisors, representatives, contractors and subcontractors and each of their respective heirs, executors, successors and assigns from and against all claims, liabilities, obligations, losses, fines, costs, royalties, penalties, proceedings, deficiencies, or damages (whether absolute or accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses reasonably and reasonable attorneys' and accountants' fees incurred by in the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses investigation or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event defense of any of the consents not being obtained same or asserting any of their respective rights hereunder, to the extent resulting from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry arising out of the time period prescribed for completion herein, due to reasons attributable to compliance by Assignor with any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract directions or requests made by Assignee in respect of subsections (a) and terminate the sale by giving the Purchaser written notice thereof, in which event 10% (b) of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis section.

Consents. a(i) The Property is sold subject Notwithstanding any other provision of this Agreement to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing contrary, except to the Developer and / or Proprietor and / or extent the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee Sale Order provides that any and / or their solicitors informed of the progress of such applications. No warranty applicable Necessary Consent (as defined below) is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee required in connection with the saletransactions contemplated herewith, this Agreement will not constitute an agreement to assign or transfer and will not implement the assignment or transfer of any Asset if (A) an attempted assignment or transfer thereof, without the approval, authorization or consent of, or granting or issuance of any license or permit by, any Third Party thereto (each such action, a “Necessary Consent”), would (1) constitute a breach thereof or of any Legal Requirement or Order or (2) in any way adversely affect the rights of Buyer thereunder or the value, use, development or operation of the applicable Asset (provided, however, for the avoidance of doubt, that the Specified Litigation, including any settlement or final determination thereof, will not be deemed to be or result in a Necessary Consent for any purpose under this Agreement) and (B) the Bankruptcy Court has not entered an Order providing that such Necessary Consent is not required. In such event, Sellers and Buyer will use their commercially reasonable efforts to obtain the Necessary Consents with respect to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment or transfer thereof to Buyer as well as the costs Buyer may reasonably request; provided, however, that Sellers will not be obligated to reinstate damage pay any consideration therefor to any Third Party from whom consent or approval is requested or to initiate any Proceedings to obtain any such consent or approval. (if anyii) Subject to Section 2.6(b)(i), except to the property caused by extent the Purchaser Bankruptcy Court has entered an Order providing that any applicable Necessary Consent is not required in possession thereof connection with the transactions contemplated herewith in no event shall there be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, transferred at Closing any Asset for which a certificate signed by any officer of the Assignee certifying the amount of such expenses Necessary Consent has not been satisfied or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidobtained. b(iii) In cases in which a Necessary Consent is not obtained by Closing, Buyer may elect to exclude the event of any of the consents not being obtained Assets subject to such Necessary Consent from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, Assets conveyed at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againClosing.

Consents. (a) The Property is sold subject ALJ shall use commercially reasonable efforts to obtain the Consents listed on Schedule 3.4, and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with customary terms. (b) If and to the Purchaser at own costs undertaking extent that the valid, complete and perfected transfer or assignment of any Refining Asset (including any Contract) (i) to apply for and obtain ARKS as part of the consents Internal Reorganizational Transactions or (if anyii) required from indirectly as part of the Developer and / or contribution of the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Contributed Interests to the Developer and / Partnership would be a violation of applicable Law, or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that require any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Consent in connection with the saleInternal Reorganization Transactions or the contribution of the Contributed Interests, as well applicable, that have not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of the Refining Asset contemplated by clause (i) or (ii), as the costs case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Refining Assets shall continue to reinstate damage constitute Refining Assets for all other purposes of this Agreement. (if anyc) If any transfer or assignment of any Refining Asset intended to be transferred or assigned hereunder, as the case may be, is not consummated on or prior to the property caused by Closing, whether as a result of the Purchaser in possession thereof provisions of Section 5.10(b) or for any other reason, then, insofar as reasonably possible, ALJ or its applicable Subsidiary retaining such Refining Asset shall be deducted thereafter hold such Refining Asset for the use, benefit and/or burden of the Partnership (at the expense of ALJ and set-off against for the deposit and other monies (if any, paid herein towards account of the purchase price Partnership) until such time as such transfer or assignment can be completed; provided, however, that ALJ or its applicable Subsidiary shall hold such Refining Asset for the use, benefit and/or burden of the Partnership at ALJ’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, ALJ or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Refining Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Purchaser Partnership in order to place the Partnership in a substantially similar position as if such Refining Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Refining Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Refining Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidPartnership. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:-of: i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, ; or iii) The the sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / and the costs/expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment fulfillment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Sellers will use commercially reasonable efforts to obtain or cause to be obtained prior to the Purchaser at own costs undertaking to apply for and obtain the Closing Date consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / assignment to or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid assumption by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Buyer of all of the progress Material Contracts which require the consent of such applications. No warranty is given any third party by the Assignee that any reason of the consents can transactions provided for in this Agreement as shown on Schedule 3.9 and Schedule 3.10(b); provided, however, that Sellers shall not be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / required to make any payments or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to incur any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject obligations to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee third parties in connection with the sale, as well as the costs to reinstate damage obtaining of any such consent. (if anyb) to the property caused by the Purchaser Nothing in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Agreement shall be deemed final / conclusive and binding upon to be a condition to Closing or to constitute or require the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors transfer or assignment or the Auctioneer for damagesattempt to transfer or assign any of the Acquired Assets if the attempted transfer or assignment thereof, compensation without the consent of a third party, would adversely affect in any way the rights of any of Sellers or Xxxxxx Communications, on the one hand, or Buyer or GateHouse Media, on the other hand or, in Buyer’s opinion, would adversely affect any cause whatsoever in relation of the Publications or the Acquired Assets. If any such consent shall not have been obtained at or prior to the sale being terminated as aforesaid. b) In Closing, or the event attempted transfer or assignment of any of the consents Acquired Assets at the Closing would have an adverse effect on Sellers or Xxxxxx Communications, on the one hand, or Buyer, GateHouse Media, the Publications or the Acquired Assets on the other hand, or on Buyer’s rights thereto or Buyer would not being obtained from in fact receive the Developer rights thereto, (i) Sellers will cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the rights thereto and / benefits thereunder, including, without limitation, (A) enforcing for the benefit of Buyer any or Proprietor and / or State Authorities all rights of Sellers under any contract, commitment or other relevant bodiesagreement against any other party thereto, on expiry or (B) at Buyer’s election, not transferring, conveying, assigning or delivering to Buyer at the Closing, and retaining legal title to such Acquired Asset, while permitting Buyer the possession and use of such Acquired Asset for Buyer’s account and with Buyer receiving the time period prescribed for completion hereinbenefits and bearing the burdens of such Acquired Asset as if such Acquired Asset had been so transferred, due conveyed, assigned and delivered, and (ii) Sellers will take all reasonable appropriate further action to reasons attributable obtain such consents, approvals or novations as may be required under applicable laws or otherwise to any act effect the transfer or assignment of default such Acquired Asset to Buyer. Pending the obtaining of such consents, approvals or omission by the Purchaser or non-fulfilment by the Purchaser novations, Buyer will continue performance of any requirements imposed remaining unfulfilled obligations of Sellers under any contract, commitment or other agreement constituting such an Acquired Asset in the same manner as though Buyer rather than Sellers was a party to such contract, commitment or agreement, with Buyer receiving the benefits and bearing the burdens thereof. Sellers agree to remit to Buyer all collections received in respect of any such Acquired Asset promptly on the purchase of low or low- medium cost property, the Assignee receipt thereof less any amount due Sellers from Buyer with respect to such Acquired Assets. Expenses incurred in connection with actions taken pursuant to this Section 5.6(b) shall be entitled, at its absolute discretion, borne in such a manner as to treat such default as a repudiation of place Sellers and Buyer in the contract and terminate the sale by giving the Purchaser written notice thereof, economic positions in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall they would have no claims whatsoever against the Assigneebeen had such Acquired Asset been transferred, their solicitors conveyed, assigned or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againdelivered at Closing.

Consents. (a) The Property is sold subject Contributor shall use reasonable best efforts to obtain the Consents listed on Schedule 3.4, and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with customary terms. (b) Subject to Section 6.1(c), if and to the Purchaser at own costs undertaking extent that the valid, complete and perfected transfer or assignment of any Contributed Asset (including any Contract) as part of the contribution of the Contributed Assets as contemplated by Section 2.1 would be a violation of applicable Law, or require any Consent that has not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of that Contributed Asset shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Contributed Assets shall continue to apply constitute Contributed Assets for and obtain all other purposes of this Agreement. (c) If any transfer or assignment of any Contributed Asset intended to be transferred or assigned hereunder, as the consents (if any) required from the Developer and / case may be, is not consummated on or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing prior to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Closing, whether as a result of the progress provisions of Section 5.9(b) or for any other reason, then, insofar as reasonably possible, the Contributor or its applicable Subsidiary retaining such applications. No warranty is given by Contributed Asset shall thereafter hold such Contributed Asset for the Assignee that any use, benefit and/or burden of the consents can be obtained, but in Acquirer (at the event of:- i) Any expense of the consents not being obtained from Contributor and for the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price Acquirer) until such time as such transfer or assignment can be completed. In addition, the Contributor or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Contributed Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Purchaser Acquirer in order to place the Acquirer in a substantially similar position as if such Contributed Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Contributed Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Contributed Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidAcquirer. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property From and after the date hereof through the date that is sold subject two years following the Closing, the parties hereto shall have a continuing obligation to use their commercially reasonable efforts to cooperate with each other and to obtain promptly all authorizations, approvals, consents, negative clearances or waivers of third parties or Governmental Entities as may be required to effect the transactions contemplated by this Agreement. (b) Notwithstanding anything to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing contrary contained in this Agreement, to the Developer extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any third party or any Governmental Entity’s authorization, approval, consent, negative clearance or waiver and / such authorization, approval, consent, negative clearance or Proprietor and / waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery of such Purchased Asset. If the State Authorities sale, conveyance, transfer, assignment or relevant bodies shall be borne and paid delivery by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed member of the progress Seller Group of, or any assumption by Buyer or any Subsidiary of Buyer of, any interest in, or liability under, any Purchased Asset requires the consent of any third party or Governmental Entity, then such applications. No warranty is given by the Assignee that any of the consents can be obtainedsale, but in the event of:- i) Any of the consents not being obtained from the Developer and / conveyance, transfer, assignment or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies delivery shall be subject to conditions which are not acceptable such consent being obtained. Seller shall, and shall cause its Affiliates to, use reasonable efforts to cooperate with Buyer in any economically feasible arrangement proposed by Buyer to provide that Buyer shall receive the Assignee in interest of Seller or its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If Affiliates in the meanwhile benefits under such Purchased Asset. For a period of two years following the Purchaser has entered into possession Closing, the obligations of the propertyparties hereto to use their reasonable efforts to seek any authorizations, then the Purchaser is liable at his own costs to reinstate the property to the original condition approvals, consents, negative clearances or waivers as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee set forth in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anySection 2.7(a) shall continue, and, upon obtaining the requisite authorization, approval, consent, negative clearance or waiver, Seller shall promptly convey, transfer, assign and deliver, or cause to be refunded conveyed, transferred, assigned and delivered, such Purchased Asset to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidBuyer hereunder. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Included Contract if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Included Contract, the Sellers and the Purchaser will use Commercially Reasonable Efforts to obtain as promptly as practicable after the Closing the consent of the other parties to the assignment of such Included Contract or, if required, novation thereof to the Purchaser at own costs undertaking or, alternatively, written confirmation from such parties reasonably satisfactory to apply for the Sellers and obtain the consents (if any) required from Purchaser that such consent is not required. In no event, however, will the Developer and / Sellers or the Proprietor and / any of their Affiliates be obligated to pay any money to any Person or State Authorities to offer or grant other financial or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable accommodations to any act of default Person in connection with obtaining any consent, waiver, confirmation, novation or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / approval with respect to any such Included Contract. If any consent, waiver, confirmation, novation or State Authorities or other relevant bodies shall be subject approval is not obtained with respect to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertysuch Included Contract, then the Sellers and the Purchaser is liable at his own costs will cooperate to reinstate the property establish an agency type or other similar arrangement reasonably satisfactory to the original condition as at Sellers and the date Purchaser under which the Purchaser would obtain, to the extent practicable, all rights, and assume the corresponding Liabilities thereunder (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Sellers would enforce, for the benefit of the auction salePurchaser, with the Purchaser assuming and thereafter peaceably agreeing to yield up vacant possession pay the Sellers’ Liabilities and expenses, any and all rights of the property Sellers against a third party to any such Included Contract. In such event (i) the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded Sellers will promptly pay to the Purchaser free of interest. For when received all moneys relating to the period on or after the Closing Date received by it under any Included Contract not transferred pursuant to this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive Section 2.13 and binding upon the Purchaser. Subject as aforesaid, (ii) the Purchaser shall have no further claim against will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing Date but not transferred to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchaser pursuant to reasons attributable to any act of default or omission this Section 2.13. The failure by the Purchaser or non-fulfilment the Sellers to obtain any required consent, waiver, confirmation, novation or approval with respect to any Included Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis Agreement.

Consents. ai. This Agreement does not constitute an agreement to assign or transfer any Transferred Contract, Transferred Permit or other Acquired Asset that is not assignable or transferable without the consent of or action by another Person (other than Spectrum or any of its Affiliates) The Property is sold subject or action by a Governmental Authority, which shall be set forth on Schedule 3.6, to the extent that such consent has not been given or such action has not been taken prior to the Closing; provided, however, that Spectrum will, and will cause its Affiliates to, use, both prior to and after the Closing, commercially reasonable efforts to obtain, and Purchaser will assist and cooperate with Spectrum in connection therewith, all necessary consents to the assignment and transfer thereof, it being understood that to the extent the foregoing requires any action by Spectrum or any of its Affiliates that would affect the Licensed Business after the Closing, such action will require the prior written consent of Purchaser. Upon obtaining the requisite third-party consents thereto, such Transferred Contract, Transferred Permit or other Acquired Asset will be deemed transferred and assigned to Purchaser hereunder. ii. With respect to any Transferred Contract, Transferred Permit or other Acquired Asset that is not transferred or assigned to Purchaser at own costs undertaking the Closing by reason of Section 3.6(i) (a “Nonassigned Asset”), after the Closing and until the requisite consent is obtained and the foregoing is transferred and assigned to apply Purchaser, Spectrum will, and will cause its Affiliates to, take commercially reasonable efforts to provide to Purchaser the benefits thereof (or substantially comparable benefits) and will enforce, at the request of and for the account of Purchaser, any rights of Spectrum or any of its Affiliates arising thereunder against any Person, including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. If Purchaser is provided with benefits of any Nonassigned Asset, Purchaser will perform, at the direction and obtain cost of Spectrum or its Affiliate, as applicable, the consents (if any) required from the Developer and / obligations of Spectrum or the Proprietor and / or State Authorities or other relevant bodiesits Affiliate thereunder. All sums or dues whatsoever owing Notwithstanding anything to the Developer and / or Proprietor and / or contrary set forth herein, to the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee extent that any Assumed Liability relates to any Nonassigned Asset, such Assumed Liability will not be deemed to be an Assumed Liability unless and / until such Nonassigned Asset is transferred and assigned to Purchaser or their solicitors informed of Purchaser obtains the progress benefit of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For Nonassigned Asset under this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitledSection 3.6(ii), at its absolute discretion, to treat which point such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againLiability will become an Assumed Liability hereunder.

Consents. Each of the Existing Purchasers hereby consents to the Company’s sale and issuance of the Notes, Warrants and Warrant Shares to the Purchasers pursuant to this Agreement and the related rights under this Agreement and the Registration Rights Agreement. In connection with the transactions contemplated under this Agreement (a) The Property is sold subject each of the Existing Purchasers hereby waives the Company’s obligation to comply with the provisions of Section 6 of the Notes issued pursuant to the Purchaser at own costs undertaking Existing Agreement and the Borrowing Notice solely with respect to apply Debt (as defined in such Notes) incurred pursuant to this Agreement, (b) the Company, each of the Purchasers and each of the Existing Purchasers hereby agree that (i) the notes sold pursuant to this Agreement, the Existing Agreement and the Borrowing Notice shall be treated as one series (the “Notes Series”) and (A) any and all pre-payments on such notes shall be applied pro rata across the notes in the Notes Series that are then outstanding, (ii) except as provided in the foregoing clause (i), any and all payments of principal and interest any note shall be applied pro rata across the notes in the same Notes Tranche, (iii) the terms of the notes in the Notes Series may be amended, waived or modified by the parties to such notes (provided, however, that (x) without the prior written consent of the holders of each of the notes in the Notes Series, no waiver, modification or amendment shall be effective that would (1) reduce the amount of, or delay payment of, any prepayment premium on any note in the Notes Series, (2) waive a default in the payment of any prepayment premium on any note in the Notes Series, (3) permit any principal amount repaid under any note in the Notes Series to be reborrowed, (4) impair the rights of any holder of any note in the Notes Series to receive payments of principal of or interest on such a note on or after the due date therefor or to institute suit for the enforcement of any payment on any such note, (5) render any amount payable in respect of any note in the Notes Series payable in a currency other than U.S. dollars or (6) affect any provision of any note concerning the amendment thereof or pro rata payment requirements applicable thereto (other than any provision solely relating to pro rata payments among holders of notes in the same Notes Tranche), (y) without the prior written consent of the holders of each of the notes in the applicable Notes Tranche, no waiver, modification or amendment shall be effective that would (1) extend the maturity date of any note in the Notes Tranche, (2) reduce the amount of, or delay payment of, any principal of or premium or interest on any note in the Notes Tranche, (3) waive a default in the payment of principal of or premium or interest on any note in the Notes Tranche or (4) affect any provision of any note in the Notes Tranche relating to pro rata payments among holders of notes in the Notes Tranche, and obtain (z) the consents (Company shall notify all holders of any notes in a Note Series of any waiver, modification or amendment of any note in such Note Series and if any) required from the Developer and / such waiver, modification or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing amendment is materially favorable to the Developer applicable holder, offer to make the same waiver, modification or amendment with respect to each note in the Note Series), (iv) the definition of “Permitted Debt” in the notes in the Notes Series may permit debt existing or arising under any note in the Notes Series and / (v) an event of default under any note in the Notes Series shall constitute an event of default under each note in the Notes Series, (c) each of the Existing Purchasers hereby waives any default or Proprietor event of default under the notes included in the Notes Series to the extent arising prior to the date hereof and / or (d) the State Authorities or relevant bodies shall be borne Company and paid by each of the Purchaser absolutely. The Purchaser undertakes to keep the Assignee Existing Purchasers hereby agree that any and / or their solicitors informed all rights and obligations relating to the registration of any securities of the progress Company as set forth in the Existing Agreement and the Borrowing Notice or otherwise shall be terminated concurrently with the execution of the Registration Rights Agreement and all existing breaches or violations of such applications. No warranty is given rights and obligations relating to such registration are waived by the Assignee that any Company and each of the consents can be obtainedExisting Purchasers. For purposes of the foregoing, but “Notes Tranche” means notes in the event of:- i) Any of Notes Series having the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the same date of the auction saleissuance, interest payment dates and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidmaturity date. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for No other consent of any other Person and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities no authorization, approval or other relevant bodies. All sums action by, and no notice to or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that filing with, any and / or their solicitors informed Governmental Authority is required as of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, execution and thereafter peaceably to yield up vacant possession delivery of the property to the Assignee within [14] days upon service of the notice terminating the sale; and this Agreement (2i) The costs / expenses reasonably incurred by the Assignee in connection with for the sale, assignment, conveyance, setting over and transfer of the Assignment Revenues to the Administrative Agent, (ii) for the grant by the Grantor of the pledge, assignment and security interest granted hereby with respect to the Assignment Collateral (other than contracts that are not material or are not Project Contracts) or for the execution, delivery or performance of this Agreement by the Grantor, (iii) for the perfection or maintenance of the sale, assignment, conveyance, setting over and transfer effected hereby with respect to the Assignment Revenues and the pledge, assignment and security interest created hereby with respect to the Assignment Collateral (including the first priority nature of such sale, assignment, conveyance, setting over and transfer by way of security with respect to the Assignment Revenues and such pledge, assignment and security interest with respect to the Assignment Collateral) other than the filing of appropriate financing statements or similar filings in respect of the Assignment Revenues and Assignment Collateral, in each case, other than contracts that are not Project Contracts, or (iv) for the exercise by the Administrative Agent of the rights provided for in this Agreement or the remedies in respect of the Assignment Revenues and the Assignment Collateral pursuant to this Agreement. (b) Except as well otherwise expressly provided in the Credit Agreement or the Deposit Account Agreement, the Grantor shall obtain, after the date of the execution and delivery of this Agreement, such other consents, authorizations, and approvals and obtain such other actions, and provide such notices to or make such filings with, any Governmental Authority as may be necessary or reasonably requested by the costs Administrative Agent or any Secured Party, after the date of this Agreement (i) for the sale, assignment conveyance, setting over and transfer of the Assignment Revenues to reinstate damage the Administrative Agent, (if anyii) for the grant by the Grantor of the pledge, assignment and security interest granted hereby or for the execution, delivery or performance of this Agreement by the Grantor, (iii) for the perfection or maintenance of the sale, assignment, conveyance, setting over and transfer effected hereby with respect to the Assignment Revenues and the pledge, assignment and security interest created hereby with respect to the Assignment Collateral (including the first priority nature of such sale, assignment, conveyance, setting over and transfer by way of security with respect to the Assignment Revenues and such pledge, assignment and security interest with respect to the Assignment Collateral) or (iv) for the exercise by the Administrative Agent of the rights, remedies and powers provided for in this Agreement or the remedies in respect of the Assignment Revenues and the Assignment Collateral pursuant to this Agreement. (c) Notwithstanding any provision of this Agreement, each of the parties hereto acknowledges and agrees that (i) any reference to assignment of any right, title or interest in and to any agreement, contract, Contract Right, chattel paper, Document, instrument, letter of credit, document, lease, Governmental Approval or other similar right (collectively "Contract Collateral"), such assignment shall constitute only a grant of a collateral security interest and not an absolute assignment of rights under any Contract Collateral, and (ii) to the property caused by extent any grant of a collateral security interest in and to any Contract Collateral would result in the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account breach of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeinstrument, a certificate signed by any officer of the Assignee certifying the amount of contract, agreement or other document evidencing or creating such expenses or costs Contract Collateral security interest shall be deemed final / conclusive to be made subject to obtaining any required consent and binding upon the Purchaser. Subject as aforesaidapproval under such instrument, the Purchaser shall have no further claim against the Assigneecontract, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities agreement or other relevant bodies, on expiry document for such grant of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againsecurity interest.

Consents. (a) The Property is sold subject Each of Sellers and Buyer agrees to use all reasonable efforts to obtain all Consents necessary for its execution and delivery of and the performance of its obligations pursuant to this Agreement, and will cooperate fully with the other parties in promptly seeking to obtain all such Consents. Without limiting the foregoing, Sellers and Buyer shall each make an appropriate filing of a notification and report form pursuant to the Purchaser at own costs undertaking HSR Act as promptly as practicable but in no event later than 30 days following the execution of this Agreement. Each such filing shall request early termination of the waiting period imposed by the HSR Act. (b) Any application to apply any Governmental Authority for and obtain a Consent necessary for the consents (if any) required from the Developer and / transfer of control of any License or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Systems Franchise shall be borne mutually acceptable to Sellers and paid by Buyer and, if applicable, shall request that the Purchaser absolutely. The Purchaser undertakes to keep the Assignee relevant Governmental Authority agree that any and / or their solicitors informed of the progress no further Consent of such applications. No warranty Governmental Authority will be required if a security interest is given by the Assignee that any of the consents can be obtained, but granted in the event of:- i) Any of the consents not being obtained from the Developer and / such License or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable Systems Franchise to any act lender. Without limiting the obligations of default or omission by the PurchaserSellers and Buyer under paragraph (a) on expiry of the time period prescribed this Section, each of Sellers and Buyer agrees, upon reasonable prior notice, to make appropriate representatives available for completion herein; or ii) Any of the consents from the Developer attendance at meetings and / or State hearings before applicable Governmental Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the saletransfer of control of any License or Systems Franchise. (c) If any Consent of any Governmental Authority necessary for the transfer of control of any License or Systems Franchise shall not have been obtained prior to the Closing Time, as well as Sellers and Buyer shall, at the costs to reinstate damage option of Buyer, cooperate with each other and use all reasonable efforts (if anyi) to restructure the property caused by ownership and control of such License or Systems Franchise from and after the Purchaser Closing Time in possession thereof shall be deducted and set-off against such a manner that, to the deposit and other monies (if anyextent feasible, paid herein towards account prevents any violation of the purchase price by terms of such License or Systems Franchise that would have a Material Adverse Effect on Buyer and its Subsidiaries or on the Purchaser MNH Entities yet preserves the intent of the parties as set forth in this Agreement with respect to the Assigneetransactions contemplated hereby, and (ii) and thereafter notwithstanding the residue (if any) shall be refunded Closing, to continue to seek any Consent necessary for the Purchaser free transfer of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount control of such expenses License or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSystems Franchise. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Western shall use reasonable best efforts to obtain the Consents listed on Schedule 3.4, and, upon receipt of such Consents, shall, if necessary, execute an assignment and assumption agreement with customary terms. (b) If and to the Purchaser at own costs undertaking extent that the valid, complete and perfected transfer or assignment of any Wholesale Asset (including any Contract) (i) to apply for and obtain WRWI as part of the consents Internal Reorganizational Transactions or (if anyii) required from indirectly as part of the Developer and / or contribution of the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Contributed Interests to the Developer and / Partnership would be a violation of applicable Law, or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that require any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Consent in connection with the saleInternal Reorganization Transactions or the contribution of the Contributed Interests, as well applicable, that have not been obtained or made by the Closing, then, unless the Parties shall otherwise mutually determine, the transfer or assignment of the Wholesale Asset contemplated by clause (i) or (ii), as the costs case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Consents have been obtained or made. Notwithstanding the foregoing, any such Wholesale Assets shall continue to reinstate damage constitute Wholesale Assets for all other purposes of this Agreement. (if anyc) If any transfer or assignment of any Wholesale Asset intended to be transferred or assigned hereunder, as the case may be, is not consummated on or prior to the property caused by Closing, whether as a result of the Purchaser in possession thereof provisions of Section 5.10(b) or for any other reason, then, insofar as reasonably possible, Western or its applicable Subsidiary retaining such Wholesale Asset shall be deducted thereafter hold such Wholesale Asset for the use, benefit and/or burden of the Partnership (at the expense of Western and set-off against for the deposit and other monies (if any, paid herein towards account of the purchase price Partnership) until such time as such transfer or assignment can be completed; provided, however, that Western or its applicable Subsidiary shall hold such Wholesale Asset for the use, benefit and/or burden of the Partnership at Western’s expense if the reason the transfer or assignment is not consummated is the failure to obtain any Consent. In addition, Western or its applicable Subsidiary shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Wholesale Asset in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Purchaser Partnership in order to place the Partnership in a substantially similar position as if such Wholesale Asset had been transferred or assigned as contemplated hereby and so that all the benefits and burdens relating to such Wholesale Asset, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Wholesale Asset, as the case may be, and all costs and expenses related thereto, shall inure from and after the Closing to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidPartnership. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Sellers will use commercially reasonable efforts to obtain or cause to be obtained prior to the Purchaser at own costs undertaking to apply for and obtain the Closing Date consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / assignment to or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid assumption by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Buyer 05799 Asset Purchase AgreementMorris Publishing Group 42 of all of the progress Material Contracts which require the consent of such applications. No warranty is given any third party by the Assignee that any reason of the consents can transactions provided for in this Agreement as shown on Schedule 3.9 and Schedule 3.10(b); provided, however, that Sellers shall not be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / required to make any payments or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to incur any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject obligations to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee third parties in connection with the sale, as well as the costs to reinstate damage obtaining of any such consent. (if anyb) to the property caused by the Purchaser Nothing in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Agreement shall be deemed final / conclusive and binding upon to be a condition to Closing or to constitute or require the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors transfer or assignment or the Auctioneer for damagesattempt to transfer or assign any of the Acquired Assets if the attempted transfer or assignment thereof, compensation without the consent of a third party, would adversely affect in any way the rights of any of Sellers or Xxxxxx Communications, on the one hand, or Buyer or GateHouse Media, on the other hand or, in Buyer’s opinion, would adversely affect any cause whatsoever in relation of the Publications or the Acquired Assets. If any such consent shall not have been obtained at or prior to the sale being terminated as aforesaid. b) In Closing, or the event attempted transfer or assignment of any of the consents Acquired Assets at the Closing would have an adverse effect on Sellers or Xxxxxx Communications, on the one hand, or Buyer, GateHouse Media, the Publications or the Acquired Assets on the other hand, or on Buyer’s rights thereto or Buyer would not being obtained from in fact receive the Developer rights thereto, (i) Sellers will cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the rights thereto and / benefits thereunder, including, without limitation, (A) enforcing for the benefit of Buyer any or Proprietor and / or State Authorities all rights of Sellers under any contract, commitment or other relevant bodiesagreement against any other party thereto, on expiry or (B) at Buyer’s election, not transferring, conveying, assigning or delivering to Buyer at the Closing, and retaining legal title to such Acquired Asset, while permitting Buyer the possession and use of such Acquired Asset for Buyer’s account and with Buyer receiving the time period prescribed for completion hereinbenefits and bearing the burdens of such Acquired Asset as if such Acquired Asset had been so transferred, due conveyed, assigned and delivered, and (ii) Sellers will take all reasonable appropriate further action to reasons attributable obtain such consents, approvals or novations as may be required under applicable laws or otherwise to any act effect the transfer or assignment of default such Acquired Asset to Buyer. Pending the obtaining of such consents, approvals or omission by the Purchaser or non-fulfilment by the Purchaser novations, Buyer will continue performance of any requirements imposed remaining unfulfilled obligations of Sellers under any contract, commitment or other agreement constituting such an Acquired Asset in the same manner as though Buyer rather than Sellers was a party to such contract, commitment or agreement, with Buyer receiving the benefits and bearing the burdens thereof. Sellers agree to remit to Buyer all collections received in 05799 Asset Purchase AgreementMorris Publishing Group 43 respect of any such Acquired Asset promptly on the purchase of low or low- medium cost property, the Assignee receipt thereof less any amount due Sellers from Buyer with respect to such Acquired Assets. Expenses incurred in connection with actions taken pursuant to this Section 5.6(b) shall be entitled, at its absolute discretion, borne in such a manner as to treat such default as a repudiation of place Sellers and Buyer in the contract and terminate the sale by giving the Purchaser written notice thereof, economic positions in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall they would have no claims whatsoever against the Assigneebeen had such Acquired Asset been transferred, their solicitors conveyed, assigned or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againdelivered at Closing.

Consents. (a) Seller shall, and shall cause its affiliates to, use all commercially reasonable efforts to obtain the consent of each third party whose consent is required for the proper assignment or transfer of any Automotive Contract, Acquired Asset, Owned Real Property or Leased Real Property or in the absence of whose consent the change of control of the Acquired Subsidiaries contemplated by the Transaction Documents would constitute a default or breach, or give rise to a right of termination or change of financial terms under any Automotive Contract or material Contract of any Equity Seller. Seller shall promptly advise Purchaser of all material developments involving such consents. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that (i) any Automotive Contract included in the Acquired Assets may not be properly assigned or transferred without the consent of a third-party, or if the assignment or attempted assignment of any such Contract, or the transfer, attempted transfer or deemed transfer of any Acquired Asset, Owned Real Property, Leased Real Property or Automotive Contract would constitute a violation or breach of any Contract or a violation of Law, nothing in this Agreement will constitute an assignment or an attempted assignment or deemed assignment thereof and, except as provided for in Section 8.3(d), Purchaser will not assume or be deemed to assume any liabilities or obligations thereunder or in connection therewith until properly assigned or transferred. In any such case, commencing on the Closing Date and for a period of 12 months thereafter, Seller and Purchaser will use commercially reasonable efforts to obtain any such consents, and Seller will be liable for any reasonable costs incurred in obtaining such consents. (c) To the extent that the consents described in Section 8.3(b) are not obtained prior to Closing, Seller will use commercially reasonable efforts to (i) provide Purchaser with the economic benefits of any such Acquired Assets, Owned Real Property, Leased Real Property or Automotive Contract until its termination date, (ii) cooperate in any lawful arrangement designed to provide such benefits to Purchaser and (iii) enforce, at the request of and for the account of Purchaser, any rights of Seller arising from any such Contract against any third party, including the right to elect to terminate in accordance with the terms thereof upon the advice of Purchaser. The Property is sold failure or inability to obtain any consent subject to this Section 8.3(c) will not be a breach of this Agreement so long as Seller has carried out its obligations under this Section 8.3(c). (d) To the extent that Purchaser is provided the benefits of any Acquired Asset, Owned Real Property, Leased Real Property or Automotive Contract pursuant to Section 8.3(c), Purchaser will perform the obligations of Seller thereunder or in connection therewith, at own costs undertaking no cost to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Seller, but only to the Developer extent that such action by Purchaser would not result in any default thereunder or in connection therewith. Purchaser will indemnify Seller against any and / or Proprietor and / or all Losses arising out of any default by Purchaser in the State Authorities or relevant bodies shall performance of such obligations. The indemnification of Seller under this Section 8.3 will be borne and paid governed by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but indemnification provisions set forth in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidARTICLE XII hereto. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. All references in this Sublease to the consent or approval of Landlord and/or Sublandlord shall be deemed to mean the written consent or approval of Landlord and/or Sublandlord, as the case may be, and no consent or approval of Landlord and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord and/or Sublandlord, as the case may be, which consent of Sublandlord shall not be unreasonably withheld. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sublease or the terms of the Lease incorporated herein), Subtenant shall be required to obtain the approval or consent of Landlord and then to obtain like approval or consent of Sublandlord; provided, however, that: (a) The Property application for Sublandlord’s approval or consent may be submitted by Subtenant prior to receipt of Landlord’s approval or consent; (b) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof but not later than the time period for which Landlord is sold required to provide its approval, and in any event Sublandlord shall not unreasonably withheld, conditioned, or delay its approval; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt of Landlord’s unconditional approval or consent to such application. If Sublandlord is required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Landlord’s consent or approval upon and subject to the Purchaser at own costs undertaking to apply for following terms and obtain the consents conditions: (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Subtenant shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside reimburse Sublandlord for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own actual and documented out-of-pocket costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Sublandlord in connection with seeking such consent or approval; (i) Sublandlord shall not be required to make any payments to Landlord (unless Subtenant agrees to make such payments) or to enter into any material agreements or to materially modify the saleLease or this Sublease in order to obtain any such consent or approval; and (iii) if Subtenant agrees or is otherwise obligated to make any payments to Sublandlord or Landlord in connection with such request for such consent or approval, as well as Subtenant shall have made arrangements for such payments which are reasonably satisfactory to Sublandlord. If Subtenant asks Sublandlord in writing to request Landlord to give Landlord’s consent or approval in any situation where such consent or approval is required hereunder or under the costs to reinstate damage (Lease, if any) to such request contains the property caused by the Purchaser in possession thereof shall be deducted form and set-off against the deposit and other monies (if any, paid herein towards account substance of the purchase price by the Purchaser request prepared for Sublandlord’s signature and is reasonably acceptable to the Assignee) and thereafter the residue (if any) Sublandlord, Sublandlord shall be refunded to the Purchaser free of interestpromptly request such consent or approval from Landlord. For Nothing contained in this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Section 9 shall be deemed final / conclusive and binding upon the Purchaserto require Sublandlord to give any consent or approval because Landlord has given such consent or approval. Subject as aforesaidWhenever either party to this Sublease agrees not to unreasonably withhold its consent, the Purchaser such consent shall have no further claim against the Assignee, their Solicitors also not be unreasonably delayed or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconditioned. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject At the Closing, effective as of the Closing Date, the Seller shall assign to the Purchaser at own costs undertaking Buyer all its rights under the Contracts. With respect to apply for and obtain any Contract that cannot be assigned to Buyer on the consents (if any) required from Closing Date, the Developer and / performance obligations of the Seller thereunder shall be deemed to be subleased or subcontracted to Buyer until such Contract has been effectively assigned or terminated, or the Proprietor subcontract is terminated by Buyer in its sole discretion. Notwithstanding the foregoing, this Agreement shall not constitute an agreement to assign, transfer, sublease or subcontract, as the case may be, any contracts, leases, licenses, agreements or arrangements, whether oral or in writing if such attempted assignment, transfer, sublease or subcontract, without consent of the other party or parties thereto, is not permitted as a matter of law or in accordance with the terms of the applicable Contract or would constitute a breach of the applicable Contract or would in any way impair the rights of Seller or Buyer thereunder. The parties to this Agreement shall cooperate with each other and / use commercially reasonable efforts to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties which are necessary or State Authorities advisable to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, Seller shall be responsible and pay for any fees, payments or other relevant bodies. All sums financial accommodation imposed by each third party under each Contract (whether on Seller or dues whatsoever owing Buyer) assigned to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid assumed by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Buyer in connection with the saleacquiring of such permits, as well as consents, approvals, waivers and authorizations or the costs to reinstate damage (if any) assignment, transfer, sublease or subcontract of the Client Contracts and other Transferred Assets. If, pursuant to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account provisions of the purchase price by immediately preceding sentence, Seller would be required to expend in the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free aggregate in excess of interest. For $100,000, then Seller may terminate this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever Agreement in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited accordance with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againprovisions of SECTION 8.1(D) hereof.

Consents. (a) The Property is sold subject to Except as disclosed on Schedule 4.3(a), as of the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities Original Closing Date, no Government Approval or other relevant bodies. All sums Consent is required to be obtained or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid made by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed such Former Stockholder of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Enshi in connection with the saleexecution and delivery of this Agreement and the Non-Competition Agreement or the consummation of the transactions contemplated hereby or thereby, except for Consents the failure of which to be made or obtained individually and in the aggregate, could not have or result in a Material Adverse Effect, or materially impair the ability of such Former Stockholder of Enshi to perform its respective obligations hereunder and under the Non-Competition Agreement or the ability of the Buyer, following the Closing, to continue to conduct the Business. (b) Schedule 4.3(b) contains a complete and correct list of all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Business as well of the Original Closing Date. Except as disclosed on Schedule 4.3(b), all such Governmental Approvals and other Consents have been duly obtained and are held by the costs Enshi Group, and have been in full force and effect as of the Original Closing Date. Such Former Stockholder of Enshi has been in compliance with all Governmental Approvals and other Consents held by any member thereof, except for such failures so to reinstate damage (if any) comply that, individually and in the aggregate, could not have or result in a Material Adverse Effect, or materially impair the ability of such Former Stockholder of Enshi to perform its respective obligations hereunder and under the Non-Competition Agreement. There is no Litigation pending or, to the property caused by knowledge of such Former Stockholder of Enshi, threatened, that would result in the Purchaser revocation, cancellation, suspension or modification or nonrenewal of any such Governmental Approval or Consent; such Former Stockholder of Enshi has not been notified that any such Governmental Approval or Consent will be modified, suspended, canceled or cannot be renewed in possession thereof shall be deducted the ordinary course of business; and setthere is no reasonable basis for any such revocation, cancellation, suspension, modification or nonrenewal. The execution, delivery and performance of this Agreement and the Non-off against Competition Agreement and the deposit and other monies (if any, paid herein towards account consummation of the purchase price by the Purchaser to the Assignee) transactions contemplated hereby and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposethereby do not and will not violate any such Governmental Approval or Consent, a certificate signed by or result in any officer of the Assignee certifying the amount of such expenses revocation, cancellation, suspension, modification or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidnonrenewal thereof. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject to Lenders party hereto, constituting the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtainedRequisite Lenders, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which casehereby: (1i) If in the meanwhile the Purchaser has entered into possession waive compliance with clause (c) of the propertydefinition of Permitted Acquisition in respect of the Acquisitions and clause (e) of the definition of Permitted Acquisition in respect of the EFM Acquisition (it being understood and agreed that, then with respect to each Acquisition, the Purchaser is liable at his own costs to reinstate the property Borrowers shall otherwise comply with all other requirements for a Permitted Acquisition on or prior to the original condition as at the date consummation of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the salesuch Acquisition); and (2ii) acknowledge and agree that the Subordinated Notes constitute Permitted Subordinated Indebtedness pursuant to clause (i) of the definition thereof and consent to the terms of the Subordinated Notes as required pursuant to such clause; provided that (A) the terms of the -------- Subordinated Notes are substantially similar to those set forth on the Subordinated Note Term Sheet; (B) the documentation evidencing the Subordinated Notes, including the indenture governing the terms thereof, is satisfactory to the Agents; (C) the proceeds of the Subordinated Notes are used to pay the Roche Purchase Price, the EFM Purchase Price (to the extent payable at the time of the issuance thereof) and the Transaction Costs; (D) the gross proceeds received from the issuance of the Subordinated Notes are not greater than $250,000,000; and (E) the proceeds of the Subordinated Notes in excess of those used to fund payment of the Roche Purchase Price, the EFM Purchase Price (to the extent payable at the time of the issuance thereof) and the Transaction Costs shall be applied to the repayment of Revolving Loans (without effecting any corresponding decrease in the Revolving Credit Commitments). (b) Subject to the following sentence, the Lenders party hereto, constituting the Requisite Lenders, hereby consent to the amendment to the Certificate of Incorporation of the Company changing the name of the Company from "International Technology Corporation" to "The costs / expenses reasonably incurred by IT Group, Inc." and waive any Event of Default that may have arisen as a result of the Assignee failure of the Company to comply with the terms of Section 4(a) of the Borrower Security Agreement to which the Company is a party in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidname change. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aWherever in this Lease either party's consent or approval is required and such party has expressly agreed in this Lease that its consent or approval shall not be unreasonably withheld, if such party shall withhold its consent or approval, the other party shall in no event be entitled to and shall not make any claim, and such other party hereby waives any claim, for money damages (including a claim for money damages by way of set-off, counterclaim or defense) The Property is sold subject to based upon any assertion by such other party that the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / first party unreasonably withheld or the Proprietor and / unreasonably delayed its consent or State Authorities or approval. Such other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies party's sole remedies in such circumstance shall be borne and paid either (i) an action or proceeding to enforce the provision by way of specific performance, injunction or declaratory judgment or (ii) an arbitration proceeding in accordance with Article 35 hereof. Notwithstanding the Purchaser absolutely. The Purchaser undertakes foregoing (i) Tenant shall have the right to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but claim money damages in the event of:- iLandlord is found by a court of competent jurisdiction to have acted in bad faith in withholding its consent or approval under any provision of this Lease which requires Landlord not unreasonably to withhold the same (and such finding becomes final subject to no further appeal), and (ii) Any Landlord shall have the right to claim money damages in the event Tenant is found by a court of competent jurisdiction to have acted in bad faith in withholding its consent or approval under any provision of this Lease which requires Tenant not unreasonably to withhold the same (and such finding becomes final subject to no further appeal). Unless otherwise expressly set forth in this Lease, it is the express intent of the consents parties that any consent of either party under this Lease shall be given or required only in the sole, absolute and unfettered discretion of such party, and may be withheld for any reason whatsoever. In any instance in which either party has agreed to not being obtained from the Developer and / unreasonably withhold its consent or Proprietor and / approval: 72 84 (a) if no time period is specified such consent or State Authorities approval shall be given or other relevant bodies withheld within ten days, and (for reasons not attributable b) if such party fails to any act of default give or omission by the Purchaser) on expiry of withhold consent or approval within the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If specified in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition applicable time period (as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and specified in clause (2a) The costs / expenses reasonably incurred by the Assignee or elsewhere in connection with the sale, as well this Lease as the costs to reinstate damage (if any) to case may be), the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount consent or approval of such expenses or costs party shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall to have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidbeen given. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject (i) Purchaser, Parent and Seller will use (and Seller will cause the Entities to use) their respective reasonable best efforts (and AI Brazil will use its reasonable best efforts to cooperate with reasonable requests of Purchaser, Parent and Seller) to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement, including the consents and approvals referred to in Sections 4.3(b) and 6.3 of the Company Disclosure Schedule, and (ii) AI Brazil will use its reasonable best efforts to obtain at the earliest practicable date all consents and approvals required on the part of AI Brazil to consummate the transactions contemplated by this Agreement, including any consents and approvals referred to in Section 5.3(b) of the AI Brazil Disclosure Schedule; provided, however, that (A) this Section 8.3 shall not apply to the Purchaser at own costs undertaking to apply for Regulatory Approval and obtain the consents Antitrust Approval, which are governed by the terms of Section 8.4 and Section 8.5, respectively and (if anyB) none of the Parties, the Company or any of its Subsidiaries will be required from to, or (without the Developer and / or the Proprietor and / or State Authorities prior written consent of Purchaser) shall agree to, pay any amounts, fees, penalties or other relevant bodies. All sums consideration or dues whatsoever owing make any other concessions to any third party in order to obtain any third party consents contemplated by this Section 8.3. (b) Purchaser will (and, following the Developer Closing, will cause the Company and / or Proprietor any other Entities to) use reasonable best efforts to secure, and / or will cooperate with Parent to secure, the State Authorities or relevant bodies shall be borne unconditional release of Parent and paid its Affiliates (other than the Entities) from all obligations under the ATC Guaranty from and after the Closing Date by (i) securing the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed termination of the progress ATC Guaranty pursuant to its terms or (ii) providing guarantees or other credit support on terms substantially similar to those under the ATC Guaranty and causing Purchaser or one of such applications. No warranty is given by its Affiliates to be substituted in all respects for Parent or its Affiliates (other than the Assignee Entities), so that Purchaser or its applicable Affiliate (including, after the Closing, any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anyEntities) shall be refunded solely responsible for the obligations of Parent and its Affiliates under the ATC Guaranty; provided that, for the avoidance of doubt, such replacement guaranty shall only apply to matters accruing from and after the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidClosing Date. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aSeller shall use its best efforts to obtain all consents required in form and substance reasonably acceptable to Buyer for the assignment of the Assumed Contracts. In the event Seller is unable to obtain any one or more consents required pursuant to this section, Buyer may elect either (i) The Property is sold subject if the failure to obtain such consent materially adversely affects the anticipated operations of the Assets, to terminate this Agreement in its entirety, or (ii) whether or not the failure to obtain such consent materially adversely affects the anticipated operations of the Assets by Buyer, to terminate this Agreement but only with respect to the Purchaser at own costs undertaking to apply Assets for which no consent was obtained and obtain delivered by Closing with a reduction in the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodiesPurchase Price determined as follows. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies The reduction in Purchase Price shall be borne determined based on the value on the date of this Agreement of the underlying business for which no consent was obtained and delivered by Closing multiplied by Seller's percentage ownership of such business, the value of which shall be determined by agreement of Seller and Buyer, and failing agreement by an MAI appraiser to be mutually selected and paid equally by Seller and Buyer. If Seller and Buyer are unable to mutually select an appraiser, then one (1) MAI appraiser shall be selected and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any Buyer and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: one (1) MAI appraiser shall be selected and paid by Seller. If a party does not select an appraiser as provided in the meanwhile preceding sentence within ten (10) days after the Purchaser other party has entered into possession given notice of the propertyname of its appraiser, such party shall lose its right to appoint an appraiser. If the two appraisers are selected by the parties as provided above, they shall meet promptly to determine the reduction in Purchase Price. If they are unable to agree within fifteen (15) days after the second appraiser has been selected, they shall jointly select a third MAI appraiser. The reduction in Purchase Price shall be set by agreement of any two (2) of the three (3) appraisers. If the two (2) appraisers are unable to agree on a third appraiser within thirty (30) days after the second appraiser has been selected, either party, by giving written notice to the other, may apply to the American Arbitration Association for the purpose of determining the reduction in Purchase Price. The Seller and Buyer shall each bear one-half (1/2) of the cost of selecting the third appraiser and of paying the third appraiser's fee. If any two (2) appraisers are unable to determine the reduction in Purchase Price within fifteen (15) days after the third appraiser has been selected, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and three (23) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof appraisals shall be deducted added together and set-off against their total divided by three (3); the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) resulting quotient shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever reduction in relation to the sale being terminated as aforesaidPurchase Price. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. The Company shall use all reasonable efforts to deliver all necessary notices and obtain all necessary consents, waivers and approvals of any parties to any of its or its subsidiaries’ Contracts as are (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee thereunder in connection with the saleMerger so as to preserve all rights of, as well as and benefits to, the Company under such Contract from and after the Effective Time or (b) requested by Parent in writing to the extent that it would be required for any post-Merger assignment to Parent or its Affiliates for any such Contracts to remain in full force and effect or otherwise not be breached (it being understood that Parent will reimburse the Company for any reasonable out-of-pocket costs and expenses incurred and documented by the Company in connection with delivering all necessary notices and obtaining all necessary consents, waivers and approvals pursuant to reinstate damage clause (if anyb) to the property caused extent that such costs and expenses represent non-deminimus additional cost and expense relative to the costs and expenses to be incurred in connection with clause (a)). For the avoidance of doubt, it is acknowledged and agreed that the covenant in the preceding sentence to use all reasonable efforts to obtain consents, waivers and approvals does not constitute a guarantee that any or all such consents, waivers and approvals will be obtained. Parent and the Company shall discuss and agree on a process to send such notices and seek such consents prior to the Company contacting third Persons to obtain such consents. Such notices, consents, waivers and approvals shall be in a form acceptable to Parent. No Table of Contents party shall be obligated to pay any consideration to any third party from whom such consent or approval is requested and the Company shall not make any payments to the other party to any such Contract or enter into any amendment or modification to any Contract in connection with obtaining such consents, waivers and approvals without Parent’s prior written consent (it being acknowledged and agreed that any such payment which is made by the Purchaser in possession thereof Company with Parent’s prior written consent shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account not constitute Third Party Expenses of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidCompany). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject to In the Purchaser at own costs undertaking to apply for event the Agent or Bank of America, acting through its Sterling LIBOR Lending Office, requests the consent of a Lender and obtain the consents (if any) required does not receive a written denial thereof, or a written notice from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee a Lender that any and / or their solicitors informed due consideration of the progress request requires additional time, in each case, within ten (10) Business Days after such Lender's receipt of such applications. No warranty is request, then such Lender will be deemed to have given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:such consent. (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event the Agent, Bank of America, acting through its Sterling LIBOR Lending Office, the Borrower, Xxxxx UK or NIM Holdings, as the case may be, requests the consent of a Lender and such consent is denied, then Bank of America or the Borrower, Xxxxx UK or NIM Holdings, as the case may be, may, at their option, require such Lender to assign its interest in the Loans and Commitments to Bank of America or such other lender as shall be acceptable to the Borrower, Xxxxx UK and/or NIM Holdings, as the case may be, Bank of America, acting through its Sterling LIBOR Lending Office, and the Agent, for a price equal to the then outstanding principal amount thereof, plus accrued and unpaid interest, fees and costs and expenses due such Lender under the Financing Documents, which principal, interest, fees and costs and expenses will be paid on the date of such assignment. In the event that Bank of America, acting through its Sterling LIBOR Lending Office, the Agent, the Borrower, Xxxxx UK or NIM Holdings, as the case may be, elects to require any Lender to assign its interest to Bank of America or such other lender as shall be acceptable to the Borrower, Xxxxx UK, or NIM Holdings, as the case may be, and the Agent and Bank of America, acting through its Sterling LIBOR Lending Office, will so notify such Lender in writing within thirty (30) days following such Lender's denial, and such Lender will assign its interest to Bank of America or such other lender as shall be acceptable to the Borrower, Xxxxx UK or NIM Holdings, as the case may be, Bank of America, acting through its Sterling LIBOR Lending Office, and the Agent, no later than five (5) days following receipt of such notice. (c) The Lenders each hereby authorize the Agent and/or Bank of America, acting through its Sterling LIBOR Lending Office, as appropriate on their behalf to execute any and all amendments to this Agreement and any of the consents not being obtained from other Financing Documents as may be necessary to remedy and correct any clerical errors, omissions or inconsistencies. The Agent and Bank of America, acting through its Sterling LIBOR Lending Office, as appropriate, agrees to give copies of any and all such executed amendments to each of the Developer Lenders. (d) Notwithstanding anything to the contrary contained herein, Bank of America, acting through its Sterling LIBOR Lending Office, acknowledges and / or Proprietor and / or State Authorities or other relevant bodiesagrees that to the extent any Lender has made all required payments to Bank of America, acting through its Sterling LIBOR Lending Office, on expiry account of its participation interests in the time period prescribed for completion hereinUK Obligations in accordance with the terms of this Agreement, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee such Lender shall be entitled, at its absolute discretion, to treat such default as deemed a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.157

Consents. (a) The Property Whenever the consent or approval of Tenant is sold subject required, Subtenant shall also be required to obtain the prior written consent or approval of Landlord and/or the Board of Managers if required pursuant to the Purchaser at own costs undertaking to apply for Lease, and obtain Subtenant shall provide such additional information or documents which Landlord and/or the consents (if any) required from the Developer and / Board of Managers requests or upon which Landlord or the Proprietor Board of Managers may condition its consent or approval. As Additional Rent, Subtenant shall reimburse Tenant, not later than twenty (20) days after written demand, for any reasonable fees and / disbursements of attorneys, architects, engineers or State Authorities or other relevant bodies. All sums or dues whatsoever owing others charged by Landlord, pursuant to the Developer and / Lease, in connection with any request for Landlord’s consent or Proprietor and / approval. (b) Subtenant hereby waives any claim against Tenant which Subtenant may have based upon an assertion that Tenant has unreasonably withheld, conditioned or delayed any consent or approval requested by Subtenant in violation of any provision in this Sublease pursuant to which Tenant agreed not to unreasonably withhold, condition or delay its consent. In the State Authorities event there is a final determination in any such action or relevant bodies proceeding, after exhaustion of any appeals, that Tenant unreasonably withheld, conditioned or delayed its consent in violation of any provision of this Sublease, the requested consent or approval shall be borne and paid by deemed to have been granted, however, Tenant shall have no liability of any kind to Subtenant for its refusal or failure to give such consent or approval. Without limiting the Purchaser absolutely. The Purchaser undertakes to keep scope of Tenant’s discretion, the Assignee that any and / consent or their solicitors informed approval of the progress of such applications. No warranty is given by the Assignee that any of the consents can Tenant shall be obtained, but deemed properly withheld in the event of:-that Landlord and/or the Board of Managers has withheld or delayed its consent or approval. i(c) Any Subtenant acknowledges that pursuant to the Condominium Documents Subtenant may be required to obtain the consent or approval of the consents not being obtained from Board of Managers to certain actions to be taken by Subtenant under this Sublease. If any provision of this Sublease requires the Developer consent or approval of Landlord, Tenant, neither, or both, to any. matter (each, a “Consent Matter”), and / the Condominium Documents require the consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry approval of the time period prescribed for completion herein; or ii) Any Board of Managers to such Consent Matter, then such provision shall be deemed to require the consent or approval of the consents from Board of Managers to such Consent Matter without the Developer and / necessity of expressly stating so in such provision or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to elsewhere in this Sublease. If the Assignee in its absolute discretion, orBoard of iii) The sale herein being set aside 19. Managers for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled no reason refuses or otherwise fails to terminate the sale by giving the Purchaser written notice thereofgrant such consent or approval, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser Subtenant shall have no further claim against right to terminate or cancel this Sublease. Tenant shall use commercially reasonable efforts to cause Landlord to perform Landlord’s obligations to procure the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any actions of the consents Board of Managers under Section 40.26 of the Lease. Tenant shall not being obtained from the Developer and / be obligated to perform any acts, expend any sums or Proprietor and / or State Authorities bring any lawsuits or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereoflegal proceedings, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely order to the Assignee as agreed liquidated damages obtain such approval or consent, and the Purchaser Subtenant shall have no claims whatsoever right to any claim against Tenant in the Assignee, their solicitors event the Board of Managers so refuses or the Auctioneer in relation fails to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againgrant such consent or approval.

Consents. ‌ (a) The Property is sold subject Notwithstanding anything in this Agreement to the Purchaser at own costs undertaking contrary, this Agreement will not constitute an agreement to apply for and obtain sell, contribute, assign, transfer, convey or delivery any Transferred Asset or any benefit arising under or resulting from such Transferred Asset if the consents (if any) required from sale, contribution, assignment, transfer, conveyance or delivery thereof, without the Developer and / consent of a third party, would, upon transfer, result in termination of Newco’s or Buyer’s rights under such Transferred Asset. If the Proprietor and / sale, contribution, assignment, transfer, conveyance or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid delivery by the Purchaser absolutely. The Purchaser undertakes to keep Acquired Companies to, or any assumption by Newco or Buyer of, any interest in, or liability under, any Transferred Asset requires the Assignee that any and / consent of a third party, then such sale, contribution, assignment, transfer, conveyance, delivery or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall assumption will be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein such consent being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case:obtained. (1b) If To the extent that any contract or agreement that is a Transferred Asset may not be assigned to Newco or Buyer by reason of the absence of the consent described in Section 2.9(a) (the “Restricted Contract”), or any other Transferred Asset may not assigned to Newco or Buyer by reason of the absence of the consent described in Section 2.9(a), on or before the Closing Date, Newco and Buyer will use all commercially reasonable efforts to obtain any such consent after the Closing Date until such time as it will have been obtained, and in the meanwhile case of a Restricted Contract, or until it terminates in accordance with its terms. Sellers and the Purchaser has entered into possession Acquired Companies will reasonably cooperate with Newco and Buyer in their efforts to obtain such consent, including make any required filings or submissions as license holder, and will keep Newco and Buyer fully informed with respect to any developments in the consent process that come to their attention, and will not take any action to delay, impair or impede the consent process or otherwise reduce the likelihood of receiving consent. Sellers and the Acquired Companies will fully cooperate with Newco and Buyer in any economically feasible arrangement to provide Newco or Buyer with the benefits of the propertyapplicable Acquired Company under such Restricted Contract or other Transferred Asset. From time to time after the Closing Date, then as soon as a consent for the Purchaser sale, contribution, assignment, transfer, conveyance, delivery or assumption of a Restricted Contract or other Transferred Asset is liable obtained, the applicable Acquired Company will, at his own costs the Buyer’s option, either promptly (i) assign, transfer, convey and deliver such Restricted Contract or Transferred Asset to reinstate Newco, and Newco will assume the property to the original condition as at Assumed Liabilities under any such Restricted Contract from and after the date of assignment to Newco, or (ii) transfer the auction sale, and thereafter peaceably Company Interests as contemplated in Section 2.1 if the Acquired Companies are no longer required to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by retain any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities Restricted Contracts or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againTransferred Asset.

Consents. In furtherance of the parties obligations set forth in Section 7.2, the parties further agree that the Sellers shall retain, until such time as all consents or approvals listed on Schedule 3.5 shall have been obtained by the Sellers, all rights to and liabilities under any Specified Contract to which any required consent or approval listed on Schedule 3.5 pertains if such consent or approval has not been obtained prior to Closing (or with respect to any such Specified Contract included in the Second Closing Assets, prior to the Second Closing) (in each case, the "Deferred Contract"). Until the assignment of the Deferred Contract, (a) The Property is sold subject the Sellers shall continue to use all commercially reasonable efforts and the Buyer shall cooperate with the Sellers to obtain all required consents or approvals to remove any other impediments to such assignment, and (b) the Sellers shall cooperate with the Buyer (and the Buyer shall cooperate with the Sellers) in any arrangement to provide (to the Purchaser at own costs undertaking to apply for and obtain extent permitted without breach of such Deferred Contract or Applicable Law) that the consents (if any) required from Buyer shall receive the Developer and / benefits of such Deferred Contract after the Closing Date or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Second Closing Date, as the case may be, to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of same extent as if such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Deferred Contract had been assigned to the Assignee in its absolute discretionBuyer (such arrangement, or iii) The sale herein being set aside for any reason whatsoever by an "Alternative Arrangement"). To the assignee extent that the Buyer receives such benefits, the Buyer shall assume the Sellers' obligations and liabilities thereunder arising on or by an Order of Court; Then after the Assignee is absolutely entitled Closing Date with respect to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction salesuch Alternative Arrangement, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted such extent such obligations and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs liabilities shall be deemed final / conclusive to constitute Specified Liabilities and binding upon the PurchaserBuyer shall perform any such obligations of the Sellers arising under such Alternative Arrangement (to the extent permitted without breach of the relevant Deferred Contract or Applicable Law). Subject as aforesaidIf, subsequent to the Closing (or the Second Closing, with respect to the Second Closing Assets), the Purchaser Sellers shall obtain all required consents or approvals required to assign any Deferred Contract, the Deferred Contract for which consent or approval to assign has been obtained shall at that time be deemed to be conveyed, granted, bargained, sold, transferred, setover, assigned, released, delivered and confirmed to the Buyer and assumed by the Buyer, without need of further action by the Sellers or of further documentation except for notice from the Sellers to the Buyer that such consent or approval has been obtained; and from and after the effective date such Deferred Contract is assigned to the Buyer, (x) no party shall have no any further claim against liability under the AssigneeAlternative Arrangement related thereto, their Solicitors or and (y) the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Deferred Contract shall be entitled, at its absolute discretion, deemed to treat such default as be a repudiation of the contract Specified Asset and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againSpecified Liability.

Consents. (a) The Property is sold Each of Seller and Buyer shall cooperate, and use its commercially reasonable efforts, to make all filings and obtain as promptly as possible all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and, subject to the Purchaser at own costs provisions of Section 5.2(b) below, other third parties necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that such cooperation shall not include any requirement of Seller or any of its Affiliates to expend money, commence, defend or participate in any litigation, incur any obligation in favor of, or offer or grant any accommodation (financial or otherwise) to, any governmental authority. The parties shall keep one another informed and consult with one another regarding all material communications and developments associated with seeking the consents, approvals, authorizations, qualifications and orders contemplated by this Section 5.2(a). (b) To the extent that transfer or assignment hereunder by the Seller to Buyer of any Purchased Contract is not permitted or is not permitted without the consent or approval of another person, this Agreement shall not be deemed to constitute an undertaking to apply assign the same if such consent or approval is not given or if such an undertaking otherwise would constitute a breach thereof or cause a loss of benefits thereunder. Seller (and Buyer where required) shall use its commercially reasonable efforts to obtain any and all such third party consents or approvals under each Purchased Contract; provided, however, that neither Seller nor Buyer shall be required to pay or incur any cost or expense to obtain any third party consent or approval that it is not otherwise required to pay or incur in accordance with the terms of the applicable Purchased Contract, except for usual legal fees and obtain expenses. If any such third party consent or approval for the consents assignment or transfer of a Purchased Contract is not obtained before the Closing and Buyer elects, in its sole discretion, to waive its condition to Closing with respect to any such Purchased Contract listed on Schedule 6.1(j) of the Disclosure Schedules, Seller shall use its commercially reasonable efforts to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer after the Closing the benefits intended to be assigned to Buyer under the applicable Purchased Contract, including enforcement at the election, direction, cost and for the account of Buyer of any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that Buyer shall (if anyi) required from undertake to pay or satisfy the Developer and / or corresponding Liabilities for the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing enjoyment of such benefit to the Developer extent that Buyer would have been responsible therefor hereunder if such consent, waiver or approval had been obtained and / (ii) indemnify and hold harmless Seller and its Affiliates for any costs, expenses or Proprietor Liabilities (including legal fees and / or expenses) incurred by them in connection with such enforcement of such Purchased Contract. Upon obtaining the State Authorities or relevant bodies requisite third party consents thereto, such Purchased Contracts shall be borne transferred and paid by the Purchaser absolutely. The Purchaser undertakes assigned to keep the Assignee that Buyer hereunder. (c) Except as set forth in Section 5.2(b) above, Seller and its Affiliates shall not have any and / liability or their solicitors informed obligation whatsoever to Buyer arising out of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable relating to the Assignee in its absolute discretion, or iii) The sale herein being set aside for failure to obtain any reason whatsoever by the assignee consents or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee waivers that may be required in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused transactions contemplated by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account this Agreement or because of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event termination of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againPurchased Contract.

Consents. (a) The Notwithstanding anything to the contrary in this Agreement, there shall be excluded from the transactions contemplated by this Agreement any (x) Real Property Lease, Equipment Lease, Assumed Contract (including any agreement in respect of an IRU), agreement, lease, license or right set forth on Schedule 3.4(b) and (y) Governmental Authorization set forth on Schedule 3.5(b), in each case which is not assignable or transferable without the consent of any Person other than the Asset Selling Corporations, the Conveyed Companies or any Subsidiary of Seller, Purchaser or Purchaser Parent, to the extent that such consent shall not have been given prior to the Closing; provided, however, that each of the Seller Corporations and Purchaser shall have the continuing obligation after the Closing to use commercially reasonable efforts to obtain all necessary consents to the assignment thereof, it being understood that neither the Seller Corporations nor any of their respective Affiliates or Subsidiaries shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such consents except to the extent Purchaser may reasonably request and that such request (which request shall include an undertaking by Purchaser to fund on behalf of Sellers the full amount of any related costs) would not cause, or would not be expected to cause in the sole discretion of Sellers, (A) a breach of any of a Seller’s respective representations, warranties or covenants contained in this Agreement or a breach of, or conflict with, any contract or agreement to which either Seller or any of their Affiliates is party to or to which any of them are otherwise bound, or (B) a violation of any Law applicable to Sellers or any of their Affiliates; and provided, further, that Purchaser (and not Sellers nor any of their Affiliates) shall pay such fees and expend such other amounts as are reasonably necessary to (i) effect the transfer of any Governmental Authorizations intended to be included in the Purchased Assets and (ii) obtain any consents required to the transfer and assignment of any lease, license, contract or agreement included in the Purchased Assets which, by its terms, is required for such assignment (including such consent of Nortel Networks Inc.). Upon obtaining the requisite third party consents thereto, such Real Property Leases, Equipment Leases, Governmental Authorizations, Assumed Contracts, agreements, leases, licenses or rights, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Purchaser hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Governmental Authorization, Assumed Contract, agreement, lease, license or right that is not included in the Purchased Assets or assigned to Purchaser at the Closing by reason of Section 2.3(a), after the Closing and until any requisite consent is obtained therefor and the same is sold and assigned to Purchaser, the parties shall cooperate with each other in good faith, upon written request of Purchaser, in endeavoring to obtain for Purchaser, at no cost to any Seller Corporation, an arrangement to provide for Purchaser substantially comparable benefits therein and Purchaser agrees to indemnify the Seller Corporations in respect of all Liabilities of Seller Corporations in respect of any such arrangement and underlying lease, license, contract, agreement or right. (c) Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to (x) the Real Property Leases, Equipment Leases, Assumed Contracts, agreements, leases, licenses or rights set forth on Schedule 3.4(b) or (y) the Governmental Authorizations set forth on Schedule 3.5(b), and that such consents have not been and may not be obtained. Purchaser agrees that, subject to Sellers’ performance of their obligations under Section 5.3(a), the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / Seller Corporations shall not have any liability whatsoever arising out of or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing relating to the Developer and / failure to obtain any consents set forth on Schedule 3.4(b) or Proprietor and / Schedule 3.5(b) that may have been or the State Authorities or relevant bodies shall may be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee required in connection with the saletransactions contemplated by this Agreement or because of the default under, or acceleration or termination of, any Real Property Lease, Equipment Lease, Assumed Contract, agreement, lease, license, right or Governmental Authorization, as well as the costs a result thereof. Purchaser further agrees that, subject to reinstate damage (if any) to the property caused by the Purchaser in possession thereof Sellers’ performance of their obligations under Section 5.3(a), no representation, warranty or covenant of Sellers contained herein shall be deducted breached or deemed breached, and set-off against no condition to Purchaser’s obligations to close the deposit and transactions contemplated by this Agreement (other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if anythan as set forth in Section 6.5) shall be refunded deemed not satisfied as a result of (i) the failure to obtain any such consent or as a result of any such default, acceleration or termination; or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Purchaser free of interest. For this purpose, a certificate signed by failure to obtain any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation consent or any cause whatsoever in relation to the sale being terminated as aforesaidsuch default, acceleration or termination. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. Due Execution; Delivery and Performance of the Agreement. Except as otherwise disclosed in Schedule 5.3, TriPath's execution, delivery and performance of this Agreement (a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents has been duly authorized under Delaware law by all requisite corporate action by TriPath, (if anyb) required from the Developer and / will not violate any law or the Proprietor and / Restated Certificate of Incorporation, as amended or State Authorities Restated By-laws of TriPath or any other corporation of which TriPath owns at least 50% of the outstanding voting stock (a "TriPath Subsidiary") or any provision of any material indenture, mortgage, agreement, contract or other relevant bodies. All sums material instrument to which TriPath or dues whatsoever owing any TriPath Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof or (c) require any consent by any person or entity under, constitute or result (upon notice or lapse of time or both) in a breach of any term, condition or provision of, or constitute a default or give rise to any right of termination or acceleration under any such indenture, mortgage, agreement, contract or other material instrument or result in the Developer and / creation or Proprietor and / imposition of any lien, security interest, mortgage, pledge, charge or the State Authorities other encumbrance, of any material nature whatsoever, upon any properties or relevant bodies shall be borne and paid by the Purchaser absolutelyassets of TriPath or any TriPath Subsidiary. The Purchaser undertakes to keep the Assignee that any issuance, sale and / or their solicitors informed delivery of the progress of such applications. No warranty is given by Shares in accordance with this Agreement, and the Assignee that any issuance and delivery of the consents can be obtainedWarrant Shares (and, but if applicable, the shares of Common Stock issuable upon conversion of Nonvoting Preferred Stock), have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of TriPath. The Shares when so issued, sold and delivered against payment therefor in accordance with the event of:- i) Any provisions of this Agreement, and the Warrant Shares, when issued upon exercise of the consents not being obtained from Warrants (and, if applicable, the Developer shares of Common Stock issuable upon conversion of the Nonvoting Preferred Stock), will be duly and / or Proprietor validly issued, fully paid and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission non-assessable. Upon its execution and delivery, and assuming the valid execution thereof by the Purchaser) on expiry , the Agreement will constitute a valid and binding obligation of the time period prescribed for completion herein; or ii) Any of the consents from the Developer TriPath, enforceable against TriPath in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and / or State Authorities or other relevant bodies shall contracting parties' rights generally and except as enforceability may be subject to conditions which are not acceptable to the Assignee general principles of equity (regardless of whether such enforceability is considered in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee a proceeding in equity or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidlaw). b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject After the Closing, Purchaser shall promptly notify Seller or Seller shall promptly notify Purchaser in writing of any written notice of a proposed assessment or claim in a contest (“Contest”) of Purchaser or Seller which, if determined adversely to the Purchaser at own costs undertaking to apply taxpayer, would be grounds for and obtain the consents indemnification under this Article 6. (if anyb) required from the Developer and / For all Consolidated Returns for any group of which Seller or the Proprietor and / or State Authorities or other relevant bodiesany of its Affiliates is a member, Seller shall control all such Contests in connection therewith. All sums or dues whatsoever owing Prior to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Closing Date, Seller shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes control all Contests relating to keep the Assignee that any and / or their solicitors informed non-Consolidated Returns of the progress Company. After the Closing Date, in the case of a Contest that relates to a non-Consolidated Return of the Company (or any item relating thereto or reported thereon) for a Taxable Period ending on or before or that includes the Closing Effective Date, Seller shall have the right at its expense to control the conduct of such applicationsContest, and for all Taxable Periods thereafter, Purchaser shall control such Contests. No warranty is given by If Seller does not assume the Assignee defense of any such Contest for a Taxable Period ending on or before or that any of includes the consents can be obtainedClosing Effective Date, Purchaser may defend the same in such manner as it may deem appropriate, including, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretionlimited to, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by settling such contest after giving the Purchaser ten days prior written notice thereof, in which case: (1) If in to Seller setting forth the meanwhile the Purchaser has entered into possession terms and conditions of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interestsettlement. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission a Contest covered by the third sentence of this paragraph, that involves issues relating to a potential adjustment for which Seller has liability and that are required to be dealt with in a proceeding that also involves separate issues relating to a potential adjustment for which Purchaser or non-fulfilment by would be liable, Purchaser shall have the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitledright, at its absolute discretionexpense, to treat control the Contest but only with respect to the latter issues. (c) With respect to issues relating to a potential adjustment relating to non-Consolidated Returns (or any item relating thereto or reported thereon) for which both Seller and Purchaser could be liable, (i) each party may participate in the Contest, and (ii) the Contest shall be controlled by Purchaser; provided, however, Purchaser may not settle any Contest without the prior consent of Seller if such default as settlement would result in an increase in the indemnification obligation of Seller pursuant to this Agreement or if such settlement would alter a repudiation tax position previously taken by the Seller. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article 6 by Purchaser and Seller. (d) Neither Purchaser nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Contest which would adversely affect the other party for such year or a subsequent year without the written consent of the contract other party, which consent may not be unreasonably withheld. Purchaser and terminate Seller agree to cooperate, and Purchaser agrees to cause the sale by giving the Purchaser written notice thereofCompany to cooperate, in which event 10% the defense against or compromise of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer any claim in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againany Contest.

Consents. a12.1 The Contractor and the Authority shall comply with their respective obligations as set out in Schedule 26 (Planning) The Property and Schedule 27 (Approach to Permit Risk). 12.2 Except as provided for in Schedule 26 (Planning) (including for the avoidance of doubt in respect of the Third Party Rights) and Schedule 27 (Approach to Permit Risk) the Contractor shall: 12.2.1 at its own expense obtain, implement and maintain and renew as necessary all Consents which may from time to time be required for the carrying out of the Works and the performance of the Services; 12.2.2 comply with the conditions attached to any Consents and procure that no such Consent is sold subject breached by any Contractor Related Party and use reasonable endeavours to procure that no Consent is revoked and that all Consents continue in full force and effect for such time as is necessary for the Contractor to carry out the Works and/or the Services; 12.2.3 notify the Authority promptly of any notices received (whether from any Relevant Authority or any other person) relating in any way to any Consent and shall provide to the Purchaser at own costs undertaking to Authority a copy of any such notice within five (5) Business Days of receipt by the Contractor. 12.3 The Contractor shall not without the prior written consent of the Authority (which consent shall not be unreasonably withheld or delayed) apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable agree to any act change, relaxation or waiver of default any Consent (whether obtained before or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at after the date of the auction saleContract) or of any condition attached to it but, subject to the compliance by the Contractor with its obligations under this Clause 12, references in this Contract to Consents shall be construed as referring to the Consents as from time to time varied, relaxed or waived. 12.4 When requested to do so by the Authority’s Representative, the Contractor shall report to the Authority’s Representative as to the progress of the Planning Application and any Environmental Permit and any Proceedings and all discussions and negotiations with the Planning Authority, the Permitting Authority, the Environment Agency and any other Relevant Authority and any statutory consultees and supply the Authority’s Representative with copies of all documents, letters and instructions and enclosures to and opinions of Leading Counsel or the Contractor’s consultants relating to any Planning Application, Environmental Permit, Planning Permission or Proceedings or Permit Proceedings; 12.5 The Contractor shall: 12.5.1 within thirty (30) Business Days of the Commencement Date and thereafter peaceably to yield up vacant possession on each anniversary of the property Commencement Date provide to the Assignee within [14] days upon service Authority’s Representative a comprehensive list of all Consents which are required in respect of the notice terminating Facility which have been or will be applied for and/or all the saleConsents obtained (“Consents List”). The Consents List shall identify in respect of the each Facility the: (a) date on which each such Consent application was made; (b) date on which each such Consent is expected or was obtained; (c) date for any renewal for each such Consent; and (2d) The costs / expenses any accompanying documents; and 12.5.2 as soon as reasonably incurred by the Assignee in connection with the salepracticable following a request to do so, as well as the costs to reinstate damage (if any) supply free of charge to the property caused by Authority’s Representative a copy of any document or documents referred to in the Purchaser Consents List. 12.6 The provisions of Schedule 27 (Approach to Permit Risk) shall apply in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account respect of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidEnvironmental Permit. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold subject Each of Seller and Buyer shall use commercially reasonable efforts to procure any required Non-Party consents necessary to transfer the Purchaser at own costs undertaking Assets to apply for and Buyer but without being obligated to pay any consideration or waive or release any right or privilege to obtain such consent. Without limiting the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed generality of the progress of such applicationsforegoing, Buyer shall promptly furnish Buyer’s financial and operational information reasonably necessary to provide to Non-Party consent holders in order to procure the required Non-Party consents. No warranty is given by If the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which Parties are not acceptable able to effect the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event assignment of any of the consents Assets at the Closing due to the lack of a required Non-Party consent to transfer the same, such Assets shall not being be deemed assigned at the Closing pursuant to the Assignment. As to any Contract (other than Contracts that have Specified Consents), until any such consent is obtained, to the extent permissible under Law and under the terms of such Contract, Seller shall use commercially reasonable efforts post-Closing (i) to continue to perform the liabilities and obligations under or with regard to such Contract, (ii) hold such Contract in trust for the benefit of Buyer and shall promptly forward to Buyer any monies or other benefits received that are attributable to such Contract, and (iii) endeavor to mutually agree with Buyer to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such non-assigned Contract had been assigned. Buyer shall promptly reimburse Seller for, and shall RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Seller Group from and against, any and all Claims incurred by Seller or any member of the Seller Group in connection with any action taken by Seller pursuant to the preceding sentence, IN EACH CASE, REGARDLESS OF THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY MEMBER OF THE SELLER GROUP. If the foregoing arrangements are not permissible under Law or under the terms of the Contract, then the Parties shall use commercially reasonable efforts to take such other actions or put into place such other arrangements as are permissible with regard to the non-assigned Contract so as to provide the Parties with the same economic results as would otherwise have resulted. (b) If the assignment of a Lease is subject to a consent requirement or, with respect to Contracts, a Contract has a Specified Consent, and the required consent is not obtained by Seller by the Closing (in each case, a “Consent Agreement”), then the Assets subject to the Consent Agreement shall be excluded from the Developer Assets to be assigned and / or Proprietor sold to Buyer hereunder at Closing and / or State Authorities or other relevant bodiesthe Base Purchase Price shall be reduced by the Allocated Value of the excluded Consent Agreement. (c) Following the Closing, each of Seller and Buyer shall continue to use commercially reasonable efforts to procure all required consents to assign the Assets to Buyer through and until one hundred eighty days after Closing. If, from time to time during such period, Seller obtains a required consent, Seller shall notify Buyer and, on expiry a mutually agreed upon date, Buyer shall purchase the Assets subject to such Consent Agreement under the terms of this Agreement for a price equal to the Allocated Value of such Assets, and to the extent the Assets subject to a Consent Agreement have not been included in determining the Adjustments to be made pursuant to Section 2.4 (excluding Section 2.4(b)(v)), but are assigned to Buyer pursuant to Section 8.8 after the Closing, then the Adjustments that are specific to the Assets subject to a Consent Agreement shall be calculated and contemporaneous with the payment of such Allocated Value there shall be applied as a deduction to such Allocated Value (if the sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to such Allocated Value (if the sum of the upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such Adjustments. (d) Notwithstanding anything to the contrary, the failure to obtain any required consent for the assignment of a Consent Agreement shall not constitute a Title Defect. The failure of El Paso to obtain any required consent for the assignment of a Consent Agreement from El Paso to Seller and the resulting exclusion of such Consent Agreement from that certain Assignment Agreement having an Effective Time of November 1, 2007 at 12:01 a.m. Houston, Texas time period prescribed from El Paso, as grantor, to Seller, as grantee, executed on behalf of El Paso on March 14, 2008 and executed on behalf of Seller on March 20, 2008 shall not constitute a Title Defect. If the required consent for completion herein, due to reasons attributable to any act of default or omission a Consent Agreement is not obtained by Seller by the Purchaser or non-fulfilment Closing, then the Assets subject to the Consent Agreement shall be excluded from the Assets to be assigned and sold to Buyer hereunder at Closing and the Base Purchase Price shall be reduced by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation Allocated Value of the contract excluded Consent Agreement. In such event, Seller and terminate Buyer shall continue to use commercially reasonable efforts to procure all required consents to assign the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely Assets to the Assignee as agreed liquidated damages Buyer through and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againuntil one hundred eighty days after Closing.

Consents. All references in this Sublease to the consent or approval of Landlord and/or Sublandlord shall be deemed to mean the written consent or approval of Landlord and/or Sublandlord, as the case may be, and no consent or approval of Landlord and/or Sublandlord, as the case may be, shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord and/or Sublandlord, as the case may be. In all provisions requiring the approval or consent of Sublandlord (whether pursuant to the express terms of this Sublease or the terms of the Lease incorporated herein), Subtenant shall be required to obtain the approval or consent of Landlord and then to obtain like approval or consent of Sublandlord; provided, however, that: (a) The Property application for Sublandlord’s approval or consent may be submitted by Subtenant prior to receipt of Landlord’s approval or consent; (b) Sublandlord shall respond to such application for approval or consent within a reasonable time after receipt thereof, but need not respond prior to receipt from Landlord of its consent; and (c) Sublandlord may condition its approval or consent upon the subsequent receipt by Subtenant of Landlord’s unconditional approval or consent to such application. If Sublandlord is sold required or has determined to give its consent or approval, Sublandlord shall cooperate reasonably with Subtenant in endeavoring to obtain Landlord’s consent or approval upon and subject to the Purchaser at own costs undertaking to apply for following terms and obtain the consents conditions: (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Subtenant shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside reimburse Sublandlord for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own out-of-pocket costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Sublandlord in connection with seeking such consent or approval; (ii) Sublandlord shall not be required to make any payments to Landlord or to enter into any agreements or to modify the saleLease or this Sublease in order to obtain any such consent or approval; and (iii) if Subtenant agrees or is otherwise obligated to make any payments to Sublandlord or Landlord in connection with such request for such consent or approval, as well as Subtenant shall have made arrangements for such payments which are reasonably satisfactory to Sublandlord. If Subtenant asks Sublandlord in writing to request Landlord to give Landlord’s consent or approval in any situation where such consent or approval is required hereunder or under the costs to reinstate damage (Lease, if any) to such request contains the property caused by the Purchaser in possession thereof shall be deducted form and set-off against the deposit and other monies (if any, paid herein towards account substance of the purchase price by the Purchaser request prepared for Sublandlord’s signature and is reasonably acceptable to the Assignee) and thereafter the residue (if any) Sublandlord, Sublandlord shall be refunded to the Purchaser free of interestpromptly request such consent or approval from Landlord. For Nothing contained in this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Section 12 shall be deemed final / conclusive and binding upon the Purchaserto require Sublandlord to give any consent or approval because Landlord has given such consent or approval. Subject as aforesaidWhenever either party to this Sublease agrees not to unreasonably withhold its consent, the Purchaser such consent shall have no further claim against the Assignee, their Solicitors also not be unreasonably delayed or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconditioned. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The There shall be excluded from the transactions contemplated by this Agreement any Real Property Lease, Intellectual Property License, Assumed Contract, agreement, lease, license or right which is not assignable or transferable without the consent of any Person, to the extent that such consent shall not have been given prior to the Closing; provided, however, that each of VitalWorks and Purchaser shall have the continuing obligation after the Closing to use commercially reasonable efforts to endeavor to obtain all necessary consents to the assignment thereof (provided that neither VitalWorks nor any of its Subsidiaries nor Purchaser shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party) and, upon obtaining the requisite third party consents thereto, such Real Property Leases, Intellectual Property Licenses, Assumed Contracts, agreements, leases, licenses or rights, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall be transferred and assigned to Purchaser hereunder. It is further agreed and understood that only such consents set forth on Schedule 4.2(c) shall be required to be obtained as a condition to Purchaser’s obligation to close. (b) With respect to any Real Property Lease, Intellectual Property License, Assumed Contract, agreement, lease, license or right that is not included in the Purchased Assets or assigned to Purchaser at the Closing by reason of Section 2.2(a), after the Closing and until any requisite consent is obtained and the foregoing is sold subject and assigned to Purchaser, the parties shall cooperate with each other, upon written request, in endeavoring to obtain for Purchaser, at Table of Contents no cost to VitalWorks, an arrangement to provide for Purchaser substantially comparable benefits thereof, and Purchaser agrees to indemnify VitalWorks in respect of all Liabilities of VitalWorks in respect of each such arrangement and underlying lease, license, contract, agreement or right. (c) Purchaser acknowledges that certain consents to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) transactions contemplated by this Agreement may be required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing parties to the Developer Real Property Leases, Intellectual Property Licenses, Assumed Contracts, agreements, leases, licenses or rights and / or Proprietor that such consents have not been and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can may not be obtained, but in the event of:- i) Any . Purchaser agrees that VitalWorks shall not have any liability whatsoever arising out of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable relating to the Assignee in its absolute discretion, or iii) The sale herein being set aside for failure to obtain any reason whatsoever by the assignee consents that may have been or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee may be required in connection with the saletransactions contemplated by this Agreement or because of the default under or acceleration or termination of any Real Property Lease, Intellectual Property License, Assumed Contract, agreement, lease, license or right, as well as the costs a result thereof. Purchaser further agrees that, except with respect to reinstate damage (if any) Material Contracts for which Required Consents may be required to the property caused by the Purchaser in possession thereof be obtained pursuant to Section 4.2(c), no representation, warranty or covenant of VitalWorks contained herein shall be deducted breached or deemed breached, and set-off against no condition to Purchaser’s obligations to close the deposit and other monies (if any, paid herein towards account of the purchase price transactions contemplated by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Agreement shall be deemed final / conclusive and binding upon not satisfied as a result of (i) the Purchaser. Subject failure to obtain any such consent or as aforesaida result of any such default, acceleration or termination; or (ii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation failure to obtain any consent or any cause whatsoever in relation to the sale being terminated as aforesaidsuch default, acceleration or termination. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent or approval of Landlord, Sublandlord, Sub-Sublandlord or any Superior Party is sold subject required pursuant to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed terms of the progress of Lease, Sublease, or Sub-sublease, if Landlord, Sublandlord, Sub-sublandlord or such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / Superior Party shall withhold its consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever by the assignee whatsoever, Sub-Sub-sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereofapproval. If Landlord, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Sublandlord or Sub-Sublandlord shall withhold its consent or approval in connection with this Sub-Sub-sublease or the saleSub-Sub-sublease Premises in any instance where, as well as under the costs Lease, Sublease or the Sub-Sublease, the consent or approval of Landlord, Sublandlord or Sub-sublandlord may not be unreasonably withheld, and if Sub-Sub-subtenant shall reasonably contend that Landlord, Sublandlord or Sub-sublandlord has unreasonably withheld such consent, Sub-Sub-sublandlord, upon the request and at the sole cost and expense of Sub-Sub-subtenant, shall within fifteen (15) days elect to reinstate damage either (if anyi) timely institute and diligently prosecute any action or proceeding which Sub-Sub-subtenant and Sub-Sub-sublandlord, in their reasonable judgment, deem meritorious, in order to dispute such action by Landlord, Sublandlord or Sub-sublandlord, or (ii) permit Sub-Sub-subtenant, to the property caused by extent allowable under the Purchaser Lease, Sublease and the Sub -sublease, to institute and prosecute such action or proceeding in possession thereof the name of Sub-Sub-sublandlord, provided that Sub-Sub-subtenant shall be deducted keep Sub-Sub-sublandlord informed of its actions and set-off against shall not take any action which might give rise to a default under the deposit and other monies (if anyLease, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors Sublease or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) Sub-sublease. In the event Sub-Sub-sublandlord does not timely elect either options (i) or (ii) as set forth in the previous sentence, Sub-Sub-subtenant may notify Sub-Sub-sublandlord of any of the consents not being obtained from the Developer such failure, and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or nonif Sub-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for reSub-sale again.sublandlord

Consents. a) a The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or and/or the Proprietor and / or and/or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or and/or Proprietor and / or and/or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or Assignee/Bank and/or their solicitors informed of the progress of such applications. No warranty is given by the Assignee Assignee/Bank that any of the consents can be obtained, but in the event of:-of: (i) Any any of the consents not being obtained from the Developer and / or and/or Proprietor and / or and/or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or (ii) Any any of the consents from the Developer and / or and/or Proprietor and/or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee Assignee/Bank in its absolute discretion, ; or (iii) The the sale herein being set aside for any reason whatsoever by the assignee Assignee/Bank or by an Order of Court; Then then the Assignee Assignee/Bank is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If if in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee Assignee/Bank within [14] days upon service of the notice terminating the sale; and (2) The costs / the costs/expenses reasonably incurred by the Assignee Assignee/Bank in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-set- off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee/Bank) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, purpose a certificate signed by any officer of the Assignee Assignee/Bank certifying the amount of such expenses or costs shall be deemed final / final/conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee/Bank, their Solicitors solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Subject to compliance with Section 2.6(b) hereof, there shall be excluded from the transactions contemplated by this Agreement any Real Property Lease, Equipment Lease, Intellectual Property License, Permit, Assumed Contract, Contract or right which is sold subject not assignable or transferable without the consent of any Person other than the Asset Selling Entities, the Conveyed Company or any Subsidiary of Seller or Purchaser, to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing extent that such consent shall not have been given prior to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee Closing; provided, however, that any and / or their solicitors informed each of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer Seller Entities and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assigneecontinuing obligation after the Closing to use commercially reasonable efforts to obtain all necessary consents to the assignment or transfer thereof, it being understood that neither Purchaser, the Seller Entities, the Conveyed Companies nor any of their Solicitors respective Affiliates or Subsidiaries shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain such consents. Upon obtaining the requisite third-party consents thereto, such Real Property Leases, Equipment Leases, Intellectual Property Licenses, Permits, Assumed Contracts, Contracts or rights, if otherwise includable in the Purchased Assets or the Auctioneer transactions contemplated hereby, shall promptly be transferred and assigned to Purchaser hereunder. (b) With respect to any Real Property Lease, Equipment Lease, Intellectual Property License, Permit, Assumed Contract, Contract or right that is not included in the Purchased Assets or assigned to Purchaser at the Closing by reason of Section 2.6(a), after the Closing and until any requisite consent is obtained therefor and the same is transferred and assigned to Purchaser, the Parties shall cooperate with each other, upon written request of Purchaser, in endeavoring to obtain for damagesPurchaser, compensation at no cost to Purchaser, the Seller Entities, the Conveyed Companies or any cause whatsoever of their respective Affiliates or Subsidiaries, an arrangement with respect thereto to provide for Purchaser substantially comparable benefits therein, including, in relation certain circumstances, Purchaser continuing operations in a leased facility prior to obtaining consent to assignment of the lease for such facility. (c) With respect to the sale being terminated as aforesaid. b) In third party Contracts and third party purchase orders under which Purchaser has Assumed Liabilities pursuant to Section 2.4(c), Purchaser agrees to cooperate with Seller in endeavoring to obtain for Seller or its applicable Affiliate, at no cost to Purchaser, the event Seller Entities, the Conveyed Companies or any of their respective Affiliates or Subsidiaries, an arrangement whereby Seller, or its applicable Affiliate, is released by the relevant Person under each Contract or purchase order from all Liabilities which constitute Assumed Liabilities. For the avoidance of doubt, the failure to obtain any release or consent pursuant to this Section 2.6 shall not relieve Purchaser of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited obligations with the Assignee shall be forfeited absolutely respect to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againAssumed Liabilities.

Consents. aExcept as otherwise specifically provided in this Lease, any consent or approval to be given by Landlord under this Lease may be withheld or denied at Landlord’s sole and absolute discretion. Whenever in this Lease the consent or approval of Landlord is required, and it is specifically provided that such consent or approval is not to be unreasonably withheld, delayed or conditioned, but nevertheless Landlord shall refuse or delay or condition such consent or approval, Tenant shall not be entitled to make any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by any setoff, counterclaim or defense) The Property is sold subject to the Purchaser at own costs undertaking to apply for based upon any claim or assertion by Tenant that Landlord unreasonably withheld or delayed or conditioned its consent or approval; and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Tenant’s sole remedy in such circumstances shall be borne and paid by the Purchaser absolutelyan action or proceeding for specific performance, injunctive relief or declaratory judgment. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applicationsu. HOLDING OVER. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside If for any reason whatsoever Tenant holds over or occupies the Premises beyond the Term, Tenant shall have no more rights than a tenant by the assignee or sufferance (or, at Landlord’s sole option, such holding over shall constitute a tenancy from month to month, terminable by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser either party upon 30 days prior written notice thereofto the other); and, in which any case: , Tenant shall be liable for payment of rent during such period in an amount equal to one and one-half (11.5) If in times the meanwhile rent (including Fixed Rent and all additional rent) payable hereunder during the Purchaser has entered into possession final year of the propertyTerm prior to such holding over, then for the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and first two (2) The costs / expenses reasonably incurred by months, or portion thereof, and two (2) times the Assignee rent (including Fixed Rent and all additional rent) payable hereunder during the final year of the Term prior to such holding over, for any subsequent month, or portion thereof, thereafter that Tenant so holds over or occupies the Premises, with such tenancy otherwise on the same terms and conditions as set forth in connection with the saleLease, as well far as the costs to reinstate damage applicable. In addition, if Tenant holds over beyond any such thirty (if any30) to the property caused by the Purchaser day written notice, Tenant shall save Landlord, its agents and employees harmless and will exonerate, defend and indemnify Landlord, its agents and employees from and against any and all damages which Landlord may suffer on account of such hold over. Nothing in possession thereof this Section shall be deducted construed to permit such holding over, or to limit Landlord’s other rights and set-off against the deposit and other monies (if any, paid herein towards remedies on account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidthereof. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which caseBorrower consents: (1a) If To any extension, postponement of time of payment, indulgence or to any substitution, exchange, release of Collateral, or to any addition to or release of any party or persons primarily or secondarily liable. (b) Following the occurrence of and during the continuance of a Default, acceptance of partial payments on any Accounts or instruments and the settlement, comprising or adjustment thereof. (c) Lender has the unrestricted right at any time or from time to time, and without Borrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and Borrower agrees that it will execute, or cause to be executed, such documents, including, without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Lender may deem necessary to effect the meanwhile foregoing. In addition, at the Purchaser request of Lender and any such Assignee, Borrower is to issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has entered into possession retained any of its rights and obligations hereunder following such assignment, to Lender, which new promissory notes are to be issued in replacement of but not in discharge of the property, then liability evidenced by the Purchaser is liable at his own costs promissory note held by Lender prior to reinstate such assignment and are to reflect the property to the original condition as at the date amount of the auction salerespective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred any other documentation required by the Assignee Lender in connection with such assignment, and the sale, as well as the costs to reinstate damage (if any) to the property caused payment by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee is to be deemed to be a party to this Agreement and has all of the Purchaser rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the Assignee) extent that such rights and thereafter the residue (if any) shall be refunded obligations have been assigned by Lender pursuant to the Purchaser free of interestassignment documentation between Lender and such Assignee, and Lender is to be released from its obligations hereunder and thereunder to a corresponding extent. For this purposeLender may furnish any information concerning Borrower in its possession from time to time to prospective Assignees, a certificate signed by provided that Lender may require any officer of such prospective Assignees to agree in writing to maintain the Assignee certifying the amount confidentiality of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidinformation. b(38) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Section 11.14 is hereby amended to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default read as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.follows:

Consents. (a) The Property is sold subject Subject to Section 6.5 hereof, Sellers shall use their commercially reasonable efforts to obtain all Consents described in Section 3.3 without any adverse change in the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / terms or the Proprietor and / conditions of any Assumed Contract or State Authorities or other relevant bodiesLicense. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies Sellers shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that promptly advise Buyer of any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that difficulties experienced in obtaining any of the consents can be Consents and of any conditions proposed, considered, or requested for any of the Consents. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or any claim, right, or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto would constitute a breach thereof or in any way adversely affect the rights of the Buyer thereunder. If such consent (a “Deferred Consent”) is not obtained, but in or if an attempted assignment or transfer thereof would be ineffective or would affect the event of:- rights thereunder so that the Buyer would not receive all such rights, then (i) Any of the consents not being obtained from the Developer Sellers and / or Proprietor Buyer will cooperate, in all reasonable respects, to obtain such Deferred Consents as soon as practicable; provided that neither Sellers nor Buyer shall have any obligation (y) to expend funds to obtain any Deferred Consent, other than ministerial processing fees, and / or State Authorities out-of-pocket expenses to its attorney or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably agents incurred by the Assignee in connection with the saleobtaining any Deferred Consent, as well as the costs to reinstate damage or (if anyz) to agree to any adverse change in any License or Assumed Contract in order to obtain a Deferred Consent, and (ii) after the property caused Closing, until such Deferred Consent is obtained, Sellers and Buyer will cooperate in all reasonable respects to enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the parties the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such Contract (with the Buyer responsible for the economic equivalent of all liabilities and obligations thereunder), including enforcement for the benefit of the Buyer of all claims or rights arising thereunder, and the performance by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account Buyer of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, obligations thereunder on a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidbasis consistent with past practices. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a(i) The Property is sold subject Buyer acknowledges that certain consents to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) transactions contemplated by this Agreement may be required from parties to the Developer and / Contracts or the Proprietor Purchase Orders and / such consents have not been obtained and may not be obtained. Buyer agrees Seller shall not have any liability whatsoever to Buyer (and Buyer shall not be entitled to assert any claims against Seller) arising out of or State Authorities or other relevant bodies. All sums or dues whatsoever owing relating to the Developer and / failure to obtain any consents that may have been or Proprietor and / or the State Authorities or relevant bodies shall may be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee required in connection with the saletransactions contemplated by this Agreement or because of the default, acceleration or termination of any Contract or Purchase Order or loss of right under any Contract or Purchase Order as well as a result thereof (provided that the costs foregoing shall not limit Buyer’s right to reinstate damage (if any) assert a claim under Article 10 for a breach of the representations and warranties expressly set forth in Section 5(a)(ii), to the property caused by the Purchaser in possession thereof extent applicable). Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be deducted and set-off against the deposit and other monies (if anybreached or deemed breached and, paid herein towards account of the purchase price by the Purchaser to the Assigneeexcept as expressly provided in Section 4(a)(ii) and thereafter the residue (if any) shall be refunded to the Purchaser free Section 4(a)(iv), no condition of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs Buyer shall be deemed final / conclusive not to be satisfied as a result of (A) the failure to obtain any consent or as a result of any such default, acceleration or termination or loss of right or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Persons arising out of or relating to the failure to obtain any consent or any such default, acceleration or termination or loss of right. At Buyer’s written request prior to the Closing, Seller shall cooperate with Buyer in any reasonable manner in connection with Buyer’s obtaining any such consents; provided that such cooperation shall not include any requirement of Seller to commence any litigation or arbitration proceeding or offer or grant any accommodation (financial or otherwise) to any third party. (ii) With respect to any Contracts or Purchase Orders that may not be properly assigned to Buyer because of the failure to obtain a required consent (“Nontransferable Contracts”) or any consent that is not obtained, Buyer shall indemnify, defend and binding upon hold harmless Seller from and against any obligation or liability that Seller may have under or in connection with such Nontransferable Contracts or arising out of the Purchaser. Subject failure to obtain such consent as aforesaida result of the transactions contemplated by this Agreement, including any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Persons arising out of or relating to the Purchaser failure to obtain any consent or any default, acceleration or termination or loss of right under any such Nontransferable Contracts (provided that the foregoing shall not limit Buyer’s right to assert a claim under Article 10 for a breach of the representations and warranties expressly set forth in Section 5(a)(ii), to the extent applicable). (iii) With respect to any Nontransferable Contract with respect to which Buyer has requested Seller’s cooperation in accordance with Section 9(a)(i) and with respect to which Seller and Buyer are unable to obtain a consent from the other party or parties, Buyer shall have no further claim against the Assigneeright to require Seller to use reasonable efforts to attempt to perform any such Nontransferable Contract, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated extent it relates to the Business, as aforesaidagent for and for the account of Buyer, for a period up to 90 days following the Closing Date; provided that Buyer shall reimburse Seller for any and all costs, expenses, losses and liabilities incurred by Seller in connection with taking such action. b(iv) In If Seller is unable to obtain (or if Seller reasonably believes it will be unable to obtain) the event of any of consent described on Schedule 4(a)(iv) and Buyer has not waived the consents not being obtained from the Developer condition set forth in Section 4(a)(iv), Seller and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitledBuyer will, at the request of Seller, negotiate in good faith the terms of, and use commercially reasonable best efforts to enter into, an agreement (the “Alternative Agreement”) at or before Closing pursuant to which Seller will engage Buyer to perform all of Seller’s obligations under the Contract set forth on Schedule 4(a)(iv) from and after the Closing and Buyer will be afforded all of Seller’s rights and benefits under such Contract, and Buyer will agree to perform (in such manner as is sufficient to enable Seller to comply with its absolute discretionobligations under such Contract) all of Seller’s obligations under such Contract from and after the Closing, throughout the term of such Contract (or, if earlier, until such consent is obtained) and Seller will provide to treat Buyer all of Seller’s rights and benefits under such default as a repudiation of the contract Contract; provided that Buyer shall reimburse Seller for any and terminate the sale all costs, expenses, losses and liabilities incurred by giving the Purchaser written notice thereof, Seller in which event 10% of the successful bid deposited connection with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againany Alternative Agreement.

Consents. a) The Property is sold subject Each Borrower, as joint and several primary obligor of the Obligations directly incurred by any other Borrower or by any Affiliated Borrower, authorizes Lender, without giving notice to such Borrower or to any other Borrower or any Affiliated Borrower (to the Purchaser at own costs undertaking to apply for and obtain the consents extent permitted hereunder or under any Affiliated Loan Document) or obtaining such Borrower’s consent or any other Borrower’s or Affiliated Borrower’s consent (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer extent permitted hereunder or under any Affiliated Loan Document) and / or Proprietor and / or without affecting the State Authorities or relevant bodies shall be borne and paid liability of such Borrower for the Obligations directly incurred by the Purchaser absolutely. The Purchaser undertakes other Borrower or Affiliated Borrower, from time to keep time to: i. compromise, settle, renew, extend the Assignee that any and / time for payment, change the manner or their solicitors informed terms of payment, discharge the progress of such applications. No warranty is given by the Assignee that performance of, decline to enforce, or release all or any of the consents can be obtained, but Obligations; grant other indulgences to any Borrower in respect thereof; or modify in any manner any documents relating to the event of:-Obligations; i) Any ii. declare all Obligations due and payable upon the occurrence and during the continuance of an Event of Default; iii. take and hold security for the performance of the consents not being obtained from Obligations of any Borrower and exchange, enforce, waive and release any such security; iv. apply and reapply such security and direct the Developer and / order or Proprietor and / manner of sale thereof as Lender, in its sole discretion, may determine; v. release, surrender or State Authorities exchange any deposits or other relevant bodies (property securing the Obligations or on which Lender at any time may have a Lien; release, substitute or add any one or more endorsers or guarantors of the Obligations of any other Borrower or Affiliated Borrower or such Borrower; or compromise, settle, renew, extend the time for reasons not attributable payment, discharge the performance of, decline to enforce, or release all or any obligations of any such endorser or guarantor or other Person who is now or may hereafter be liable on any Obligations or release, surrender or exchange any deposits or other property of any such Person; vi. apply Payments received by Lender from any Borrower or any Affiliated Borrower to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies Obligations, in such order as Lender shall be subject to conditions which are not acceptable to the Assignee determine, in its absolute sole discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee vii. assign this Agreement in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser whole or in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidpart. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. (a) The Property is sold Lenders hereby agree, and are deemed to consent, to the amendments to the Second Lien Term Loan Facility, as set forth on Annex I hereto as set forth therein. (b) The Lenders hereby consent to the acquisition of the Acquired Business (as defined in Section 2 below) pursuant to the Acquired Business Purchase Agreement (as defined in Section 2 below) by the Parent, provided that (i) all of the requirements set forth in Section 5.02(f)(vii) applicable to an acquisition by the Borrower shall be complied with by the Parent with respect to the acquisition of the Acquired Business, except that (A) total cash and noncash consideration not to exceed $6,500,000 may be paid therefor on the Acquired Business Acquisition Date (as defined in Section 2 below) (subject to working capital adjustments in accordance with the Purchaser at own costs undertaking to apply for Acquired Business Purchase Agreement) and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but future cash payments not exceeding in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event aggregate 10% of the successful bid deposited net operating income of the Acquired Business may be paid as required pursuant to the Acquired Business Purchase Agreement, (B) the line of business of the Acquired Business may be a collegiate sports marketing business and (C) the Parent may provide the certificate required pursuant to Section 5.02(f)(vii)(F) up to three Business Days prior to the Acquired Business Acquisition Date, (ii) the Parent and the Borrower shall not enter into or permit any amendment which would increase the consideration payable by the Parent or any other material amendment or other material modification or supplement to the Acquired Business Acquisition Agreement without the prior written consent of the Required Lenders, (iii) the acquisition of the Acquired Business shall have been consummated in accordance with the Assignee material terms of the Acquired Business Purchase Agreement and the Parent shall be forfeited absolutely not have waived or modified any material condition to the Assignee as agreed liquidated damages and closing of the Purchaser transactions contemplated by the Acquired Business Purchase Agreement, (iv) upon consummation of the closing of the transactions contemplated by the Acquired Business Purchase Agreement, (A) the Acquired Business shall have no claims whatsoever against Debt and (B) there shall be no Liens on any assets or properties of the AssigneeAcquired Business, their solicitors or other than Liens expressly permitted by the Auctioneer Loan Documents but which are not Liens of the kind described in relation clause (k) of the definition of Permitted Liens unless separately expressly permitted by another provision of the Loan Documents, and (v) after the Acquired Business Acquisition Date and upon a request made by the Administrative Agent, the Parent and the Borrower shall cause all of the Equity Interests of the Acquired Business to be transferred from the Parent to the sale being terminated Borrower pursuant to documentation reasonably acceptable to the Administrative Agent provided, that such transfer shall not violate the terms or require any consent under any material agreement to which the Acquired Business is a party as aforesaid. The Assignee shall be entitled to put up of the property for re-sale againdate hereof.

Consents. aNotwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Included Contract, any lease with respect to the Leased Real Property, or any Shared Contract (including any part thereof) The Property is sold subject (together, the “Impacted Contracts”) if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or would be ineffective with respect to any party thereto. As to any such Impacted Contract, the Seller and the Purchaser will use commercially reasonable efforts to obtain as promptly as practicable after the Closing the consent of the other parties to such Impacted Contract or, if required, novation thereof to the Purchaser at own costs undertaking or, alternatively, written confirmation from such parties reasonably satisfactory to apply for the Seller and obtain the consents (if any) required from Purchaser that such consent is not required. In no event, however, will any member of the Developer and / Seller Group be obligated to pay any money to any Person or the Proprietor and / to offer or State Authorities grant other financial or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable accommodations to any act of default Person in connection with obtaining any consent, waiver, confirmation, novation or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / approval with respect to any such Impacted Contract. If any consent, waiver, confirmation, novation or State Authorities or other relevant bodies shall be subject approval is not obtained with respect to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the propertysuch Impacted Contract, then the Seller and the Purchaser is liable at his own costs will cooperate in good faith to reinstate the property establish an agency type or other similar arrangement reasonably satisfactory to the original condition as at Seller and the date Purchaser under which the Purchaser would obtain, to the extent practicable, all rights, and assume the corresponding Liabilities thereunder (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Seller would enforce or cause the other members of the auction saleSeller Group, and thereafter peaceably as appropriate, to yield up vacant possession enforce, for the benefit of the property Purchaser, with the Purchaser assuming and agreeing to pay the Assignee within [14] days upon service Seller Group members’ Liabilities and expenses, any and all rights of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account members of the purchase price by Seller Group against a third party to any such Impacted Contract. In such event (a) the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded Seller will promptly pay to the Purchaser free of interest. For when received all moneys relating to the period on, prior to or after the Closing Date received by it under any Impacted Contract not transferred pursuant to this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive Section 2.12 and binding upon the Purchaser. Subject as aforesaid, (b) the Purchaser shall have no further claim against will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation Closing Date but not transferred to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due Purchaser pursuant to reasons attributable to any act of default or omission this Section 2.12. The failure by the Purchaser or non-fulfilment the Seller to obtain any required consent, waiver, confirmation, novation or approval with respect to any Impacted Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againthis Agreement.

Consents. (a) The Property This Sublease is sold subject to, and shall become effective only upon, the written consent of the Prime Lessor in accordance with all applicable terms of the Master Lease to both this Sublease and the Assignment, which consent Landlord and Tenant shall use all reasonable efforts to obtain. Tenant shall promptly furnish to Landlord such information as may be reasonably necessary to obtain such consent, and to enter into such agreements among the Prime Lessor, Landlord and Tenant as the Prime Lessor may reasonably require pursuant to the Purchaser at own costs undertaking Master Lease in connection with giving its consent to apply for this Sublease and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Assignment including, without limitation, an agreement to attorn to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but Prime Lessor as landlord in the event of:- i) of a termination of this Sublease. Any delay in the Prime Lessor's furnishing such consent shall not postpone or extend the Expiration Date. In the event such consent to both this Sublease and the Assignment is denied (or in the event that the consent of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable Landlord to the Assignee in its absolute discretionAssignment is denied), or iii) The sale herein being set aside for any reason whatsoever by this Sublease shall thereupon terminate and be of no further force or effect. In the assignee event such consent to both this Sublease and the Assignment is not obtained on or by an Order of Court; Then prior to the Assignee is absolutely entitled 60th day following the date hereof, then either party shall have the right to terminate the sale by giving the Purchaser give written notice thereof, in which case:canceling this Sublease. (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event that this Sublease shall terminate or be cancelled pursuant to the foregoing Paragraph 15(a), then Tenant shall, within 10 days after demand therefor, reimburse Landlord for all of any its direct, third party out-of-pocket costs (collectively, the "Delivery Costs") actually incurred to (i) deliver the Premises within the timeframe herein contemplated plus (ii) at Landlord's sole option and discretion, restore the Premises to its existing condition as of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodiesApril 17, on expiry of the time period prescribed for completion 1997. As used herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee Delivery Costs shall be entitledbroadly interpreted to include all reasonable out-of-pocket costs actually incurred both at the Building and at other locations of Landlord, at its absolute discretionif any, to treat such default affected as a repudiation direct consequence of Landlord's efforts to deliver the contract and terminate Premises to Tenant. Landlord shall provide Tenant with sufficient documentation to reasonably substantiate the sale by giving Delivery Costs, which shall not exceed the Purchaser written notice thereof, in which event 10% aggregate amount of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again$800,000.

Consents. Standby Purchaser shall have received satisfactory evidence that all consents and approvals of all Persons, including all requisite Governmental Authorities and the consents identified on Schedule E, needed or required for the consummation of the assignment of the Assigned Property shall have been received. Bank of the Ozarks, Inc. (“Seller”) has absolutely sold and assigned to ___________ (“Standby Purchaser”) all of Seller’s right, title, interest and obligations in, to and under the following obligations (the “Loans”): You are instructed to remit all amounts payable with respect to the Loans as follows until otherwise directed in writing by Standby Purchaser: Routing Info: Account #: Bank Name: Bank Address: Reference: Standby Purchaser’s address for notice purposes is: BANK OF THE OZARKS, INC., Seller KNOW ALL MEN BY THESE PRESENTS, that Bank of the Ozarks, Inc. (“Seller”), does hereby irrevocably make, constitute and appoint ____________ (“Standby Purchaser”) and any present or future officer of Standby Purchaser as its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, in the name of Seller, or otherwise to (a) The Property is sold subject take such actions to legalize this Limited Power of Attorney with the Purchaser at own costs undertaking to apply for and obtain Consulate General of Brazil, (b) make such filings in the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Information System – SISBACEN of the progress Central Bank of such applications. No warranty is given by Brazil to effectuate the Assignee that any assignment from Standby Purchaser to Seller of the consents can be obtainedLoans with a Registro de Operacão Financeira number, but (c) collect all sums due under the Loans listed in Exhibit A hereto (the “Loans”), (d) take possession of and to endorse in the event of:- i) Any name of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (Seller any instrument for reasons not attributable to any act payment of default or omission by the Purchaser) monies received on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser Loans, (e) send notices of assignment to the Assigneeobligors under the Loans and (f) file assignments, terminations and thereafter releases of Seller’s interests in the residue (if any) Loans and the property subject thereto. This Limited Power of Attorney shall be refunded to the Purchaser free of interestexpire, automatically and without further action, on ________, 2016. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser Capitalized terms used herein but not defined shall have no further claim against the Assigneemeanings as set forth in the Standby Purchase Agreement between Seller and Standby Purchaser dated __________, their Solicitors or the Auctioneer for damages2015. Dated: ________, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid2016. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property is sold subject Following the execution hereof, the Seller shall make applications to the Purchaser at own costs undertaking Franchising Authority and other third parties who are listed on Schedule 3.3 and whose consent is required for the consummation of the transaction contemplated hereby and shall otherwise use its commercially reasonable efforts to apply for and obtain the consents (if any) required from Seller Consents listed on Schedule 3.3 as expeditiously as possible. Following the Developer and / execution hereof until the earlier of the Closing or the Proprietor and / or State Authorities or other relevant bodiestermination of this Agreement in accordance with Section 8.1, the Parties shall use their commercially reasonable efforts to obtain as expeditiously as possible the Seller Consents. All sums or dues whatsoever owing Notwithstanding anything to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion contrary contained herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: no event shall Seller be required, as a condition of obtaining such Seller Consents, to expend any monies on, before or after the Closing Date (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, other than professional fees and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the saleefforts to obtain such Seller Consents, the applicable customary transfer fee and its administrative costs and expenses, which shall be paid prior to Closing), or to offer or grant any accommodations or concessions materially adverse to the Business; provided, however, that solely with respect to any Seller Consent for the Assumed Contracts, the Seller may grant, and Buyer hereby agrees to accept, accommodations and concessions to obtain any such Seller Consent that are customary and commercially reasonable. Buyer shall use its commercially reasonable efforts to promptly assist Seller and shall take such prompt and affirmative actions as may reasonably be necessary in obtaining such Seller Consents, and, except as set forth in the proviso in the immediately preceding sentence with respect to the Assumed Contracts, in no event shall Buyer be required, as well as a condition of obtaining any such Seller Consent to expend any monies on, before or after the costs Closing, or to reinstate damage (if any) offer or grant any accommodations, concessions, changes or conditions materially adverse to the property caused Business or Buyer (including any amendment, modification, supplement or change to any Franchise or Assumed Contract to which any such Seller Consent related), and in no event shall Seller agree to (a) the payment of any amount by Buyer after Closing or, (b) except as set forth in the Purchaser proviso in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser immediately preceding sentence with respect to the Assignee) and thereafter the residue (if any) shall be refunded Assumed Contracts, any accommodation, concession, charge or condition to any Assumed Contract or Franchise to which such Seller Consent relates attributable to the Purchaser free of interestperiod after Closing in connection with obtaining any such Seller Consents that Buyer would not be required to accept pursuant to this Section 5.3. For this purposeSeller agrees that it shall not, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation prior to the sale being terminated as aforesaid. b) In Closing, without the event prior written consent of any of the consents not being obtained from the Developer and / Buyer, seek amendments or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable modifications to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againFranchise.

Consents. (a) The Property is sold subject Subject to the Section 5.5(d), Parent and Purchaser at own costs undertaking shall, and shall cause their respective Subsidiaries to, reasonably cooperate to apply for and obtain the any consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee third parties in connection with the saleconsummation of the transactions contemplated by this Agreement (including the Pre-Closing Restructuring) under Business Material Contracts (the consents referred to in this Section 5.5(a), as well as collectively, the costs “Third Party Consents”). (b) At or prior to reinstate damage the Closing, Purchaser, the Company and Parent (if anyor their applicable Affiliates) shall use commercially reasonable efforts to enter into a lease, sublease or other occupancy agreement governing each piece of real property set forth on Section 5.5(b) of the Parent Disclosure Schedule (each, a “Shared Location”), upon mutually acceptable terms; provided, however, that neither Parent nor any of its Affiliates shall be required to compensate any third party or offer or grant any accommodation (financially or otherwise, including any arrangement to remain secondarily liable or provide any other credit support) to the property caused by the Purchaser any third party in possession thereof shall be deducted and set-off against the deposit and other monies (if anyorder to obtain such lease, paid herein towards account sublease or occupancy agreement. If such a lease, sublease or occupancy agreement has not been entered into with respect to any Shared Location as of the purchase price by Closing, then promptly following the Purchaser Closing Purchaser, Parent and their respective applicable Affiliates shall (to the Assigneeextent (x) and thereafter the residue (if any) shall be refunded permitted pursuant to the Purchaser free underlying lease on such Shared Location or (y) the applicable landlord’s consent has been obtained) enter into a sublease or other occupancy agreement for such Shared Location at then-prevailing market terms and rates. (c) Notwithstanding anything to the contrary contained herein, including Section 5.3, to the extent that transfers of interest. For this purpose, a certificate signed Company Permits issued by any officer Governmental Entity are required to be made to or from a Transferred Entity in connection with the consummation of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaidtransactions contemplated by this Agreement, the Purchaser parties hereto shall use commercially reasonable efforts to effect such transfers at or prior to the Closing. (d) Notwithstanding anything to the contrary contained herein, neither Parent nor any of its Affiliates shall have no further claim against any obligation to make any payments or incur any Liability in order to obtain any consents of third parties or effect the Assigneetransfers or arrangements contemplated by this Section 5.5, their Solicitors and the failure to receive any such consents or the Auctioneer for damagesto effect any such transfers or arrangements, compensation any Action (commenced or threatened by or on behalf of any cause whatsoever in relation Person arising out of or relating to the sale being terminated as aforesaid. b) In the event of failure to receive such consent), shall not be taken into account with respect to whether any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely condition to the Assignee as agreed liquidated damages and the Purchaser Closing set forth in Article VIII shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againbeen satisfied.

Consents. a) The Property 9.1. Sublandlord agrees that whenever its consent or approval is sold subject required hereunder, or where something must be done to Sublandlord's satisfaction, it shall not unreasonably withhold or delay such consent or approval; provided, however, that whenever the consent or approval of Prime Landlord, the lessor under a superior lease, or the mortgagee under a mortgage, as the case may be, is also required pursuant to the Purchaser at own costs undertaking to apply for and obtain terms of the consents (Lease, if any) required from Prime Landlord, the Developer and / lessor under a superior lease, or the Proprietor and / mortgagee under a mortgage shall withhold its consent or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever whatsoever, Sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Prime Landlord shall withhold its consent or approval in connection with this Sublease or the Sublease Premises in any instance where, under the Lease, the consent or approval of Prime Landlord may not be unreasonably withheld, Sublandlord, upon the request and at the expense of Subtenant, shall either (i) timely institute and diligently prosecute any action or proceeding which Subtenant, in its reasonable judgment, deems meritorious, in order to dispute such action by Prime Landlord, or (ii) permit Subtenant, to the extent allowable under the Lease, to institute and prosecute such action or proceeding in the name of Prime Landlord, provided that Subtenant shall keep Sublandlord informed of its actions and shall not take any action which might give rise to a default under the Lease. 9.2. If Subtenant shall request Sublandlord's consent and Sublandlord has agreed, under the terms of this Sublease, that neither its consent nor its approval shall be unreasonably withheld, and Sublandlord shall fail or refuse to give such consent or approval, and Subtenant shall dispute the reasonableness of Sublandlord's refusal to give its consent or approval, such dispute shall be submitted to an Expedited Arbitration Proceeding (hereinafter defined). If the determination shall be adverse to Sublandlord, Sublandlord, nevertheless, shall not be liable to Subtenant for a breach of Sublandlord's covenant not to unreasonably withhold such consent or approval, and Subtenant's sole remedy in such event shall be the granting of consent or approval by Sublandlord with respect to such request under this Sublease. 9.3. As used herein, the term "Expedited Arbitration Proceeding" shall mean a binding arbitration proceeding before a single arbitrator, conducted in The City of New York under the Commercial Arbitration Rules of the American Arbitration Association (or its successor) and administered pursuant to the Expedited Procedures provisions thereof; provided, however, that with respect to any such arbitration, (i) the list of arbitrators referred to in Section E-4(b) shall be returned within five (5) Business Days from the date of mailing; (ii) the parties shall notify the American Arbitration Association (or its successor) by telephone, within four (4) Business Days, of any objections to the arbitrator appointed and, subject to clause (vii) below, shall have no right to object if the arbitrator so appointed was on the list submitted by the assignee American Arbitration Association (or its successor) and was not objected to in accordance with Section E-4(b) as modified by an Order of Courtclause (i) above; Then (iii) the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession notification of the propertyhearing referred to in Section E-7 shall be four (4) Business Days in advance of the hearing; (iv) the hearing shall be held within seven (7) Business Days after the appointment of the arbitrator; (v) the arbitrator shall have no right to award damages or vary, then modify or waive any provision of this Sublease; (vi) the Purchaser is liable at his own costs decision of the arbitrator shall be final and binding on the parties; and (vii) the arbitrator shall not have been employed by either party (or their respective Affiliates) during the period of three (3) years prior to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of Expedited Arbitration Proceeding. The arbitrator shall have at least ten (10) years experience in New York City in the property to relevant area for the Assignee within [14] days upon service of the notice terminating the sale; and (2) matter being arbitrated. The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof and fees for such arbitrator shall be deducted divided equally between Sublandlord and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidSubtenant. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aThe Company may be obliged to comply with all notification and registration requirements of the Dutch Central Bank (De Nederlandsche Bank N.V.) The Property is sold subject in connection with any possible payments under the Opinion Documents to or from non-residents of the Purchaser at own costs undertaking to apply for and obtain Netherlands in accordance with the consents provisions of the Reporting Requirements Balance of Payments Reports 2003 (if anyRapportagevoorschriften Betalingsbalansrapportages 2003 (RV 2003)) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid issued by the Purchaser absolutely. The Purchaser undertakes Dutch Central Bank pursuant to keep the Assignee that any and / or their solicitors informed Section 7 of the progress of such applicationsExternal Financial Relations Xxx 0000 (Wet financiële betrekkingen buitenland 1994). No warranty is given by Failure to comply with these requirements will not affect the Assignee that any validity or enforceability of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer Opinion Documents. This opinion letter is addressed to you and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee issued in connection with the saleOpinion Documents. It may not be disclosed to or relied upon by any person other than yourselves. Without our prior written consent this opinion letter may not be transmitted to or filed with any person, firm, company or institution other than to your legal advisors for information purposes only or to the extent required by applicable law. Yours faithfully, AKD Xxxxxxx Xxxxxxxxxxx This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized definitional terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as well of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the costs Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to reinstate damage the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (if anyincluding any letters of credit included in such facility) and (ii) to the property caused by the Purchaser in possession thereof shall extent permitted to be deducted assigned under applicable law, all claims, suits, causes of action and set-off against the deposit and any other monies (if any, paid herein towards account right of the purchase price by Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purposeCredit Agreement, a certificate signed by any officer of the Assignee certifying the amount of such expenses other documents or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors instruments delivered pursuant thereto or the Auctioneer for damages, compensation loan transactions governed thereby or in any cause whatsoever in relation way based on or related to the sale being terminated as aforesaid. b) In the event of any of the consents not foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being obtained from referred to herein collectively as the Developer “Assigned Interest”). Such sale and / assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission warranty by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againAssignor.

Consents. (a) The Property is sold subject Company shall have obtained in writing or made all consents, waivers, approvals, orders, permits, licenses and authorizations of, and registrations, declarations, notices to and filings and applications with, any governmental authority or any other person or entity (including, without limitation, security holders and creditors of the Purchaser at own costs undertaking to apply for and obtain the consents (if anyCompany) required to be obtained or made in order to enable the Company to observe and comply with all its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) The Company shall have obtained (i) the consent of the applicable stockholders of the Company and the applicable Exchanging Lenders under the Existing Agreements and Existing Notes to (i) the issuance of the Notes and the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) upon conversion thereof, as provided in this Agreement and the Notes and (ii) the filing of the Fourth Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit B hereto (the “Restated Certificate”) which sets forth the terms of the Series D Preferred Stock and the Reverse Split, and (ii) the waiver of all stockholders of the Company of all antidilution adjustments resulting from the Developer issuance of the Notes and / or the Proprietor and / or Series D Preferred Stock. (c) The Restated Certificate shall have been filed with the Secretary of State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or of the State Authorities or relevant bodies of Delaware. (d) The Senior Lender shall be borne have extended the existing forbearance in a manner and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not terms acceptable to the Assignee in its absolute discretionMajority Lenders to a date not earlier than June 30, or2011. iii(e) The sale herein being set aside Company, MVP II, as Agent for any reason whatsoever by the assignee or by an Order of Court; Then Lenders and the Assignee is absolutely entitled Senior Lender shall have executed Amendment No. 6 to terminate the sale by giving the Purchaser written notice thereofSubordination Agreement, in the form attached hereto as Exhibit C (the “Amendment”), pursuant to which case:all the Indebtedness issued hereunder shall be made subordinate to the Senior Debt. (1f) If in the meanwhile the Purchaser has entered into possession The Board of Directors of the property, then the Purchaser is liable at his own costs to reinstate the property Company shall have consented to the original condition as at issuance of (i) the date of Notes and (ii) the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Series D Preferred Stock issuable in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconversion thereof. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. a) The Property Whenever the consent or approval of Landlord or Sublandlord or any Superior Party is sold subject required pursuant to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed terms of the progress of Lease or Sublease, if Landlord or Sublandlord, or such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / Superior Party shall withhold its consent or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside approval for any reason whatsoever by whatsoever, Sub-sublandlord shall not be deemed to be acting unreasonably if it shall also withhold its consent or approval. If Landlord or Sublandlord shall withhold its consent or approval in connection with this Sub-sublease or the assignee Sub-sublease Premises in any instance where, under the Lease or by an Order Sublease, the consent or approval of Court; Then Landlord or Sublandlord may not be unreasonably withheld, and if Sub-subtenant shall reasonably contend that Landlord or Sublandlord has unreasonably withheld such consent, Sub-sublandlord, upon the Assignee is absolutely entitled request and at the sole cost and expense of Sub-subtenant, shall within fifteen (15) days elect to terminate the sale by giving the Purchaser written notice thereofeither (i) timely institute and diligently prosecute any action or proceeding which Sub-subtenant and Sub-sublandlord, in which case: their reasonable judgment, deem meritorious, in order to dispute such action by Landlord or Sublandlord, or (1ii) If permit Sub-subtenant, to the extent allowable under the Lease and Sublease, to institute and prosecute such action or proceeding in the meanwhile name of Sub-sublandlord, provided that Sub-subtenant shall keep Sub-sublandlord informed of its actions and shall not take any action which might give rise to a default under the Purchaser has entered into possession Lease or Sublease. In the event Sub-sublandlord does not timely elect either options (i) or (ii) as set forth in the previous sentence, Sub-subtenant may notify Sub-sublandlord of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction salesuch failure, and thereafter peaceably if Sub-sublandlord does not notify Sub-subtenant of its election within five (5) Business Days following receipt of such notice, Sub-sublandlord shall be deemed to yield up vacant possession have elected option (ii) above. Sub-subtenant shall indemnify Sub-sublandlord and hold it harmless from and against all losses, damages, claims, liabilities, fines, penalties, suits, demands, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The any nature, arising from or in connection with any action or proceeding instituted under this Article 8 and for any costs / and expenses reasonably incurred by the Assignee Sub-sublandlord, Sublandlord or Landlord in connection with the sale, as well as the costs determination of whether to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by grant any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidconsent requested hereunder. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. aSection 32.1 Wherever it is specifically provided in this Lease that a party's consent is not to be unreasonably withheld, a response to a request for such consent shall also not be unreasonably delayed. If either Landlord or Tenant considers that the other has unreasonably withheld or delayed a response, it shall so notify the other party within ten (10) The Property days after receipt of such response, or, in case such response is sold subject not received, within twenty (20) days after making its request for the response. Subject to the Purchaser at own costs undertaking provisions of Section 32.2 hereof, Tenant hereby waives any claim for damages against Landlord which it may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any such consent. Tenant agrees that its sole remedy in any such case shall be an action or proceeding to apply for and obtain enforce the consents (if any) required from the Developer and / relevant provision of this Lease by specific performance, injunction or the Proprietor and / or State Authorities or other relevant bodiesdeclaratory judgment. All sums or dues whatsoever owing Notwithstanding anything to the Developer contrary provided in this Lease, in any instance where the consent of the Lessor and/or the Mortgagee is required, Landlord shall not be required to give its consent until and / unless such Lessor or Proprietor Mortgagee has given its consent. Landlord agrees to seek the consent of such Lessor and/or Mortgagee if Landlord would otherwise consent in such instance. Section 32.2 Notwithstanding the foregoing provisions of Section 32.1, if Landlord is judged by an arbitrator or court of competent jurisdiction (in any case by an unappealable final judgment) to have willfully and / maliciously acted in an unreasonable manner in withholding consent to an Alteration, assignment or subletting proposed by Tenant, and as a result thereof, Tenant does not proceed (or is delayed in proceeding) with such Alteration, assignment or subletting, as the State Authorities or relevant bodies case may be, Landlord shall be borne and paid responsible for the payment to Tenant of Tenant's actual damages (quantified in sufficient detail by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Tenant's chief financial officer) suffered as a proximate result of the progress of inability to conclude such applications. No warranty is given by the Assignee that any of the consents can be obtainedAlteration, but in the event of:- i) Any of the consents not being obtained from the Developer and / assignment or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the salesubletting, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidcase may be. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. As of the Agreement Effective Date (as hereinafter defined), the Lender hereby consents to each of DAI, Gainor, DMS, DSC, MLI, Facet, MNY, MII, QO or any other domestic subsidiary of Parent: notwithstanding anything set forth to the contrary in clause (e) of Exhibit IV to the Loan and Security Agreement, granting the Springing Guarantees, so long as (i) the principal amount of the Unsecured Convertible Notes so guaranteed shall be no greater than $86,250,000; and (ii) such Springing Guarantees shall be issued on the terms set forth in the Draft Offering Memorandum as modified to reflect the revisions set forth in the xxxx-up attached hereto as Exhibit C. notwithstanding anything set forth to the contrary in clause (z) of Exhibit IV to the Loan and Security Agreement, granting the Springing Guarantee in order for the Parent to successfully issue the Unsecured Convertible Notes and consummate the Repurchase on the terms set forth in the Offer and Solicitation with the proceeds of the Unsecured Convertible Notes; provided, however, that (i) the Borrowers and the Authorized Representative, jointly and severally, each hereby covenant and agree that none of the Net Proceeds received from the issuance of the Unsecured Convertible Notes, or any proceeds thereof, will be used to prepay the Lender Debt or any portion thereof without the prior written consent of the Lender, and (ii) the description of notes set forth in the Draft Offering Memorandum shall not be modified other than (x) to insert omitted pricing information and (y) as contemplated by clause (ii) of subsection (a) The Property is sold subject above, except to the Purchaser at own costs undertaking to apply for and obtain extent such modifications are not, in the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing Lender’s opinion, adverse to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed interests of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaidLender. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.

Consents. With respect to each Required Consent (a) The Property that is sold set forth in Schedule 5.12 or (b) of which Seller otherwise obtains Knowledge prior to the Closing, Seller, prior to the Closing, shall send to the holder of each such Required Consent a notice in material compliance with the contractual provisions and/or law applicable to such Required Consent seeking such holder’s consent (or waiver thereof) to the transactions contemplated hereby. If Seller fails to obtain a Required Consent (or waiver thereof) prior to the Closing, then, in each case, the Asset(s) (or portion(s) thereof) affected by such un-obtained Required Consent shall be excluded from the Assets to be assigned to Buyer at the Closing, and the Base Purchase Price shall be reduced by the Allocated Value of such Asset (or portion thereof) so excluded. In the event that a Required Consent with respect to any Asset (or portion thereof) excluded pursuant hereto that was not obtained (or waived) prior to the Closing is obtained (or waived) within one hundred eighty (180) days following the Closing, then, within ten (10) days after such Required Consent is obtained (or waived), Buyer shall purchase the Asset(s) (or portion(s) thereof) that were so excluded as a result of such previously un-obtained Required Consent and pay to Seller the amount by which the Base Purchase Price was reduced at the Closing with respect to the Asset(s) (or portion(s) thereof) so excluded (subject to adjustment as set forth in Sections 3.3 and 3.4), and Seller shall assign to Buyer the Purchaser Asset(s) (or portion(s) thereof) so excluded at own costs undertaking the Closing pursuant to apply for and obtain an instrument in substantially the consents same form as the applicable Conveyance and/or Deed (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: , the applicable Lease and/or Contract shall not constitute a Retained Asset). If Seller fails to obtain a Customary Consent (1or waiver thereof) If prior to the Closing and the failure to obtain such Customary Consent would not cause (i) the assignment to Buyer of any Asset (or portion thereof) affected thereby to Buyer to be void, (ii) the termination of a Lease or Contract under the express terms thereof, or (iii) result in the meanwhile the Purchaser has entered into possession of the propertya penalty or monetary obligation, then the Purchaser is liable at his own costs Asset (or portion thereof) subject to reinstate the property such un-obtained Customary Consent shall nevertheless be assigned by Seller to the original condition as Buyer at the date Closing as part of the auction sale, Assets and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount of such expenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser Buyer shall have no further claim against the Assigneeagainst, their Solicitors or the Auctioneer for damages, compensation or any cause whatsoever in relation to the sale being terminated as aforesaid. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser Seller shall have no claims whatsoever against liability for, the Assignee, their solicitors or the Auctioneer in relation failure to obtain such Customary Consent. Prior to the sale being terminated as aforesaid. The Assignee Closing, Seller and Buyer shall use their commercially reasonable efforts to obtain all Required Consents and Customary Consents (or waivers thereof); provided, however, that neither Party shall be entitled required to put up incur any liability or pay any money in order to obtain any such Required Consent or Customary Consent (or waiver thereof). Without limitation of the property for re-sale againforegoing, Buyer agrees to provide Seller with any information or documentation that may be reasonably requested by Seller and/or the third party holder(s) of any Required Consent in order to facilitate the process of obtaining such Required Consent (or waiver thereof).

Consents. a) The Property is sold subject Seller shall assign the Transferred Contracts to the Purchaser at own costs undertaking to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities or other relevant bodies. All sums or dues whatsoever owing to the Developer and / or Proprietor and / or the State Authorities or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed Buyer as of the progress of such applicationsClosing. No warranty is given by Seller shall use reasonable efforts, during the Assignee that any of the consents can be obtained, but in the event of:- i) Any of the consents not being obtained period from the Developer and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not acceptable to the Assignee in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever by the assignee or by an Order of Court; Then the Assignee is absolutely entitled to terminate the sale by giving the Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs to reinstate the property to the original condition as at the date of this Agreement until the auction saleClosing, to obtain the consents, waivers, approvals and thereafter peaceably assignments under the Consent Required Contracts and any Lease Agreement to yield up vacant possession of the property be assigned to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee Buyer as may be required in connection with the saleAcquisition so as to assign all rights of and benefits of Tekelec Group, to Buyer, and upon the receipt of such consent, waiver, approval or assignment, as well applicable, such Consent Required Contract shall be moved to SCHEDULE 1.1(bbbbbb) from SCHEDULE 1.1(kk) (or, in the case of Consent Required Contracts which are Tekelec Japan Contracts, such Consent Required Contract shall be removed from SCHEDULE 1.1(kk) upon the receipt of such consent, waiver, approval or assignment, as applicable). Following the costs Closing, Seller and Buyer shall continue to reinstate damage use reasonable efforts for a period of one year to obtain the consents, waivers, approvals and assignments to those Contracts identified as Consent Required Contracts on SCHEDULE 1.1(kk) that were not moved to SCHEDULE 1.1(bbbbbb) (if anyor otherwise removed from SCHEDULE 1.1(kk) as provided above) prior to the property caused by the Purchaser in possession thereof shall be deducted Closing and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded extent that Seller is able to the Purchaser free of interest. For this purposeobtain any such consents, a certificate signed by any officer of the Assignee certifying the amount of waivers, approvals or assignments, such expenses or costs Consent Required Contracts shall be deemed final / conclusive and binding upon to be Transferred Contracts for all purposes under this Agreement from the Purchaser. Subject as aforesaidtime such consent, the Purchaser shall have no further claim against the Assigneewaiver, their Solicitors approval or the Auctioneer for damagesassignment was delivered to Buyer, compensation or any cause whatsoever notwithstanding anything else in relation this Agreement to the sale being terminated as aforesaid. bcontrary (except for Consent Required Contracts which are Tekelec Japan Contracts, which shall be deemed to be removed from SCHEDULE 1.1(kk) In from the event time such consent, waiver, approval or assignment was delivered to Buyer). Seller shall use reasonable efforts, during the period from the date of this Agreement until the Closing, to obtain the consents, in a form reasonably acceptable to Buyer, required under the Sublease Agreement and with respect to Leased Real Property related to Tekelec Japan. Seller shall give any notice required by the terms of any of the consents not being obtained from the Developer and / Transferred Contract or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited Consent Required Contract with the Assignee shall be forfeited absolutely respect to the Assignee as agreed liquidated damages and transactions contemplated by this Agreement or shall obtain appropriate waivers for the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation failure to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale againprovide any such notice.

Consents. a) The Property is sold subject In furtherance of Section 7.1, in each case where any Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates are to be transferred or assigned to a Purchaser but are either not transferable or assignable to such Purchaser, or cannot be purchased or assumed by such Purchaser pursuant to this Agreement, without the consent of the other parties to such Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates that are to be transferred or assigned to such Purchaser pursuant to this Agreement, Sellers will at their expense use commercially reasonable efforts to obtain, prior to the Purchaser at own costs undertaking Closing Date, all such consents of such other party to apply for and obtain the consents (if any) required from the Developer and / or the Proprietor and / or State Authorities transfer of such Assumed Contracts, Leases, Licenses or other relevant bodies. All sums rights or dues whatsoever owing commitments of any Seller or any of its Affiliates to the Developer and / applicable Purchaser pursuant to this Agreement (including, promptly after the date hereof, submitting to the other parties to such Assumed Contracts, Leases, Licenses or Proprietor and / other rights or the State Authorities commitments of any Seller or relevant bodies shall be borne and paid by the Purchaser absolutely. The Purchaser undertakes to keep the Assignee that any and / or their solicitors informed of the progress of such applications. No warranty is given by the Assignee that any of its Affiliates that are to be transferred or assigned to the consents can be obtained, but applicable Purchaser pursuant to this Agreement documentation (in the event of:- i) Any of the consents not being obtained from the Developer substance and / or Proprietor and / or State Authorities or other relevant bodies (for reasons not attributable to any act of default or omission by the Purchaser) on expiry of the time period prescribed for completion herein; or ii) Any of the consents from the Developer and / or State Authorities or other relevant bodies shall be subject to conditions which are not form reasonably acceptable to the Assignee applicable Purchaser) seeking the written waiver, consent, approval and authorization of such other contracting parties to the transfer, assignment, novation or amendment of all applicable claims, rights, benefits and liabilities thereunder of Sellers and their respective Affiliates to the applicable Purchaser); provided, however, that in its absolute discretion, or iii) The sale herein being set aside for any reason whatsoever case where required in writing by the assignee other parties to such Assumed Contracts, Leases, Licenses or by an Order other rights or commitments of Court; Then any Seller that are to be transferred or assigned to a Purchaser pursuant to this Agreement, the Assignee is absolutely entitled applicable Purchaser will expressly assume the future obligations of Sellers or any of their respective Affiliates under any such Assumed Contracts, Leases, Licenses or other rights or commitments of any Seller or any of its Affiliates that are to terminate the sale by giving the be transferred or assigned to such Purchaser written notice thereof, in which case: (1) If in the meanwhile the Purchaser has entered into possession of the property, then the Purchaser is liable at his own costs pursuant to reinstate the property this Agreement to the original condition as at the date extent that such liabilities and obligations did not arise out of the auction sale, and thereafter peaceably to yield up vacant possession of the property to the Assignee within [14] days upon service of the notice terminating the sale; and (2) The costs / expenses reasonably incurred by the Assignee in connection with the sale, as well as the costs to reinstate damage (if any) to the property caused by the Purchaser in possession thereof shall be deducted and set-off against the deposit and other monies (if any, paid herein towards account of the purchase price by the Purchaser to the Assignee) and thereafter the residue (if any) shall be refunded to the Purchaser free of interest. For this purpose, a certificate signed by any officer of the Assignee certifying the amount breach of such expenses Assumed Contracts, Leases, Licenses or costs shall be deemed final / conclusive and binding upon the Purchaser. Subject as aforesaid, the Purchaser shall have no further claim against the Assignee, their Solicitors other rights or the Auctioneer for damages, compensation commitments of any Seller or any cause whatsoever in relation of its Affiliates that are to the sale being terminated as aforesaidbe transferred or assigned to Purchasers pursuant to this Agreement. b) In the event of any of the consents not being obtained from the Developer and / or Proprietor and / or State Authorities or other relevant bodies, on expiry of the time period prescribed for completion herein, due to reasons attributable to any act of default or omission by the Purchaser or non-fulfilment by the Purchaser of any requirements imposed on the purchase of low or low- medium cost property, the Assignee shall be entitled, at its absolute discretion, to treat such default as a repudiation of the contract and terminate the sale by giving the Purchaser written notice thereof, in which event 10% of the successful bid deposited with the Assignee shall be forfeited absolutely to the Assignee as agreed liquidated damages and the Purchaser shall have no claims whatsoever against the Assignee, their solicitors or the Auctioneer in relation to the sale being terminated as aforesaid. The Assignee shall be entitled to put up the property for re-sale again.