Common use of Payment of Purchase Price Clause in Contracts

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lender.

Payment of Purchase Price. Participant has previously paid Lender the sum (a) The purchaser of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance any Stock under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month 5 shall pay the aggregate Shared Committed Advances exceed the aggregate repayments Purchase Price by a wire transfer of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available federal funds to Lender no later a bank account designated by the Selling Shareholder upon a date mutually selected by the Selling Shareholder and the purchaser which is not more than five ninety (590) business days after the delivery determination of the monthly accounting required under Section 9 Purchase Price as hereinbefore provided (such date being herein referred to as the “Closing Date”). Upon receipt of the Purchase Price on the Closing Date, all interest of the Selling Shareholder in the Stock being sold shall terminate, and the Selling Shareholder shall cease to have any further rights as a Shareholder in the Stock being sold. On the Closing Date, the Selling Shareholder shall deliver to the purchaser a certificate or such other datecertificates duly endorsed for transfer representing all of the Stock being sold on that date by the Selling Shareholder. (b) Notwithstanding paragraph (a), as mutually agreed in the case of a sale by Lender and ParticipantSelling Shareholders of Class A Common Stock (in one transaction or a series of related transactions) in an amount equal to representing less than fifty percent (50%) of the total amount outstanding Class A Common Stock, the purchaser shall have the option of paying not less than ten percent (10%) of the net Shared Committed Advance paid total Purchase Price in cash on the Closing Date, and giving the Selling Stockholders the purchaser’s promissory note for the balance of the Purchase Price in not more than 120 equal monthly installments of principal. Simple interest on the unpaid principal balance of the Purchase Price shall accrue from the Closing Date and shall be payable monthly at the base rate of interest established by Lender during Bank of America, N.A., as such monthrate may change from time to time, but in no event less than the minimum rate of interest that is required under the Internal Revenue Code and the regulations thereunder to avoid the imputation of a higher rate. The first installment of principal and interest shall be due on the first day of the first calendar month following the Closing Date, and such installments shall continue on the first day of each month thereafter until the entire principal balance together with interest thereon have been paid, but in any case for a period of not more than ten (10) years from the date of the first installment. The purchaser’s promissory note shall provide that such note shall be payable in full (i) upon the sale of all or substantially all of the assets used by MNG or its direct or indirect Subsidiaries in the operation of their business, (ii) upon the sale of fifty percent (50%) or more of the then outstanding Stock of MNG within any 180 day period, or (iii) upon the offering of any equity securities by MNG or any Subsidiary of MNG for sale to the public after the date hereof. As used in this paragraph, the term “sale” includes an exchange of assets or Stock for assets or stock, whether or not gain or loss attributable to such transaction is recognized for federal income tax purposes. However, the term “sale” shall not include any transaction by which the Stock or assets of MNG become owned by any parties to this Agreement or any transferee permitted under Section 3 hereof or any corporation or other entity that is wholly owned by one or more of the parties to this Agreement. If during the purchaser elects such option, in order to secure the performance by the purchaser of the obligations under his or its promissory note, the purchaser shall place the stock certificate or certificates representing the Stock purchased in escrow with such Person as shall be mutually acceptable to the purchaser and seller, as escrow agent (the “Escrow Agent”), with stock powers duly endorsed in blank, as security for the payment of the unpaid principal balance and interest on the purchaser’s promissory note. The Escrow Agent may require the purchaser and seller to execute and deliver an escrow agreement more fully outlining the obligations of the Escrow Agent and otherwise containing terms and conditions typically found in escrow agreements in commercial transactions and not inconsistent with this Agreement. The promissory note given by each purchaser shall provide that upon default in payment of any calendar month installment of principal or interest if such default shall continue for more than thirty (30) days after written notice of default has been given to the aggregate Shared Committed Advances exceed purchaser by the aggregate repayments holder of the note, the holder of the note at that time may inform the Escrow Agent in writing of the default, and thereupon, the Escrow Agent shall deliver the stock certificates and accompanying stock powers to the holder of the promissory note. Upon such delivery (1) all obligations of the Escrow Agent to all of the parties hereunder shall cease and (2) the holder of the promissory note shall be entitled to pursue whatever remedies it may have in law or equity against the purchaser. Voting and dividend rights (other than the rights to any liquidating dividend) with respect to the pledged Stock shall be vested in the purchaser while such Stock is held in escrow and until there has been a default in payment of interest or principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances promissory note. All Stock pledged hereunder and all the accompanying stock powers shall be carried over returned to the following month or months until they equal or exceed $1,000,000.00 at purchaser upon full satisfaction of the end of any monthpromissory note. In addition to the provisions for payment contained above in this Section, the purchaser, at which time Participant its sole option, may prepay any amount of principal or interest due on the purchaser’s promissory note at any time, without penalty. Any prepayment shall deliver be applied against the remaining principal installments due under the note to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation Selling Shareholder in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, inverse order in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances which such installments fall due. Any prepayment shall be effective as of the day the purchase price for such Participation applied first to pay any interest that is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable arrears, and then shall be absolute and unconditional under applied to reduce the entire principal balance before any and all circumstances and irrespective of any set-off, counterclaim or defense prepayment is applied to payment interest that Participant may have or have had against Lenderis not in arrears.

Payment of Purchase Price. Participant has previously All shares purchased pursuant to Sections 7 or 8 of this Agreement shall be paid Lender for in the sum following manner: A. The purchase price for any shares purchased by the Company pursuant to Section 7 hereof shall be payable pursuant to promissory note(s) properly executed and delivered to the seller as applicable, in one installment of $8,405,785.64 principal and interest, due on the first anniversary of Closing of the sale (as provided for in Section 10C below), provided that the Company shall have the right at any time to prepay the purchase price, plus interest accrued from Closing, in whole or in part without penalty. The promissory note(s) shall bear interest from the date of execution at the rate then required in order to avoid imputed interest recharacterization for federal income tax purposes. If not paid in full on or before any due date, any installment due under any promissory note(s) shall bear interest at the rate per annum of the lower of (i) 2% above the interest rate in effect for payments under the promissory note(s) or (ii) the maximum lawful rate permitted by law, if any, which interest shall accrue from said due date until the date of actual payment. B. The purchase price for any shares purchased by the Company pursuant to Section 8 hereof shall be payable in the manner provided for in such Section 8. C. Unless another date is mutually acceptable to the Company and the selling shareholder, Closing shall occur (i) in the case of a purchase pursuant to Section 7 above, not later than the thirtieth (30th) day following the date of final determination of the per share purchase price, (ii) in the case of a purchase pursuant to Section 8 above, not later than the thirtieth (30th) day following the date which is the last day for exercise of the right to purchase the shares by the Company. D. As a condition to the purchase of its undivided Participation in any shares hereunder, the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in selling shareholder shall deposit the outstanding principal balance under certificates representing the Shared Committed Amount as of the date of the Original Participation Agreementshares to be sold accompanied by executed stock powers, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior any transfer stamps applicable thereto, and an Assignment Separate from Certificate, if necessary, with an escrow agent mutually acceptable to the date of Company and the Original Participation Agreement with respect Shareholder, which escrow agent shall ratably release shares to the Shared Committed Amount. During each calendar month during Company no less frequently than annually as the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5promissory note(s) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderare amortized.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of (a) Upon the date of such purchase and sale, Noteholder Secured Parties shall (i) pay to ABL Lender for the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date account of the Original Participation Agreement with respect ABL Secured Parties as the purchase price therefor the full amount of all of the ABL Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses), (ii) furnish cash collateral to the Shared Committed Amount. During each calendar month during the term of this Agreement, ABL Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances amounts as ABL Lender determines is reasonably necessary to secure ABL Secured Parties in accordance connection with this Section 2. If during any calendar month issued and outstanding letters of credit issued under the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five ABL Documents (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) but not in any event in an amount equal to fifty percent greater than one hundred five (50105%) percent of the total aggregate undrawn face amount of such letters of credit) (ABL Lender agrees to refund this cash collateral to the net Shared Committed Advance Noteholder Secured Parties to the extent any letter of credit expires or is terminated or any amount is reimbursed from other sources), and (iii) agree to reimburse ABL Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the ABL Debt, and/or as to which ABL Secured Parties have not yet received final payment. (b) Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of ABL Lender as ABL Lender may designate in writing to Collateral Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Noteholder Secured Parties to the Participation Loanbank account designated by ABL Lender are received in such bank account prior to 12:00 noon, but by less than $1,000,000.00, such net Shared Committed Advances New York City time and interest shall be carried over calculated to and including such Business Day if the amounts so paid by Noteholder Secured Parties to the following month or months until they equal or exceed $1,000,000.00 at the end of any monthbank account designated by ABL Lender are received in such bank account later than 12:00 noon, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderNew York City time.

Payment of Purchase Price. Participant has previously paid Lender (a) Concurrently with the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term execution of this Agreement, Lender Buyer shall fund all Shared Committed Advances for deliver 50,000 shares of Parent's common stock in the accounts name of both Lender and Participant; provided, however, that Participant Xxxxx Xxxxxx to Sellers as the "Down Payment". The Down Payment shall be obligated non-refundable except to remit the extent otherwise set forth in the next sentence. In the event the Agreement is terminated (i) by Sellers for any reason other than (A) the non-fulfillment of the conditions set forth in Section 7.2 or (B) pursuant to Lender Participant's Participation Percentage Section 3.2(c) or (d) (as modified by the first paragraph of Section 3.2) or (ii) by Buyer as a result of the non-fulfillment of any of the conditions set forth in Section 7.1, Sellers shall promptly return the Down Payment to Buyer. The certificates representing the shares constituting the Down Payment will contain a legend to the effect that such Shared Committed Advances shares are subject to return under the circumstances described in accordance with this Section 2. If during any calendar month 2.3(a). (b) At the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Closing Buyer shall pay to Sellers an amount equal to the Participation Loan Cash Purchase Price by $1,000,000.00 or more, Participant shall deliver wire transfer of immediately available funds to Lender no later an account designated by Sellers and shall deliver certificates in forms reasonably satisfactory to Sellers representing 950,000 shares of Common Stock of Parent and representing the Preferred Stock and shall pay and/or deliver any additional consideration payable or deliverable pursuant to Section 2.1(b). (c) If Buyer delivers to Sellers the Acceptance Notice referred to in Section 2.2(d) or fails to deliver an Objection Notice within the thirty (30) day period required by Section 2.2(d), then (i) in the event the Final Net Worth is less than five the Target Net Worth, Sellers shall within two (52) business days after the delivery of such Acceptance Notice or the monthly accounting required under Section 9 expiration of such thirty (or such other date30) day period, as mutually agreed the case may be, pay to Buyer the amount by Lender and Participantwhich the Target Net Worth exceeds the Final Net Worth, or (ii) in an the event the Final Net Worth exceeds the Target Net Worth, Buyer shall within two (2) business days after the delivery of such Acceptance Notice or the expiration of such thirty (30) day period, as the case may be, pay to Sellers the amount equal by which the Final Net Worth is greater than the Target Net Worth. Alternatively, if Buyer delivers to fifty percent Sellers the Objection Notice referred to in Section 2.2(c), within two (50%2) business days after such delivery, (y) Sellers shall pay to Buyer the amount, if any, by which the undisputed portion of the total Final Net Worth is less than the Target Net Worth, or (z) Buyer shall pay to Sellers the amount, if any, by which the undisputed portion of the Final Net Worth is greater than the Target Net Worth. Within two (2) days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Objection Notice, Sellers shall pay to Buyer, or Buyer shall pay to Sellers, as the case may be, the amount of the net Shared Committed Advance paid by Lender during such monthany further adjustment required. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect The payment pursuant to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances this Section 2.3(c) shall be carried over made in the manner prescribed in Section 2.3(d). (d) Any payment(s) pursuant to the following month Section 2.3(c) shall be made (a) one-half by certified or months until they equal or exceed $1,000,000.00 bank cashier's check, or, at the end of any monthrecipient's option, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line transfer of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable immediately available funds and shall be absolute accompanied by payment of an amount determined by computing simple interest on the amount of that payment at the rate of interest announced publicly by Bank of America in San Francisco from time to time as its "reference rate" (on the basis of a 365-day year) from the Closing Date to the date of payment and unconditional under (b) one-half in Parent's preferred stock (of the same class and series as the Preferred Stock) at the redemption value of $100.00 per share, measured at the redemption value of $100.00 per share (together with any accrued but unpaid dividends as if issued on the Closing Date if payable to Sellers and all circumstances if payable to Buyer increased by any dividends thereon paid to Sellers). If there is additional preferred stock issued by Parent to Sellers, Buyer shall cause such preferred stock to satisfy the representations and irrespective of any set-offwarranties contained in Section 5.3 hereof, counterclaim or defense to payment that Participant may have or have had against Lenderthe extent applicable.

Payment of Purchase Price. Participant has previously paid Lender The Company and/or, if applicable, the sum purchasing Non-Affected Founders and/or STI shall each pay twenty percent (20%) of $8,405,785.64 for the purchase price of the portion of the Repurchase Option Shares to be purchased by him, her or it in cash (the “Initial Payment”) no later than ninety (90) calendar days following the giving of the last notice of the election of the Company and/or the purchasing Non-Affected Founders and/or STI to the Affected Stockholder, or his, her or its undivided Participation in legal representative, of his, her or its election to purchase the Shared Committed AmountRepurchase Option Shares or, if later, the final determination as to the value of the Repurchase Option Shares. Simultaneously with the Initial Payment, the Company and/or the purchasing Non-Affected Founders and/or STI shall each execute and deliver a negotiable promissory note(s) (the “Note(s)”) representing the balance of the purchase price of that portion of the Repurchase Option Shares to be purchased by him, her or it. The foregoing purchase price represents Participant's Participation Percentage Note(s) shall be fully amortized over sixty (60) months and shall bear interest from the date of delivery at a rate equal to the federal long term rate then in effect under Section 1274(d) of the outstanding principal balance under the Shared Committed Amount as of Code on the date of the Original Participation Agreement, less Participant's Participation Percentage Repurchase Option Event. Interest and principal shall be payable in origination fees of $150,000 paid by Borrowers prior to equal monthly installments commencing thirty (30) calendar days after the date of the Original Participation Agreement with respect Initial Payment, provided that the Note(s) shall be subject to prepayment, in whole or in part, without penalty, at any time. Upon the receipt of the Initial Payment and the Note(s), the Affected Stockholder and his, her or its legal representative promptly shall execute all documents required or appropriate to transfer the Repurchase Option Shares to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2purchasers. If during any calendar month the aggregate Shared Committed Advances exceed Affected Stockholder or the aggregate repayments of principal with respect respective legal representative refuses to do so, the Company shall nevertheless enter the transfer on its records. Notwithstanding anything above to the Participation Loan by $1,000,000.00 contrary, in the event of either (a) the permanent and total disability of an Affected Stockholder that is a Founder or more(b) the death of an Affected Stockholder that is a Founder or the death of his or her Deceased Spouse, Participant the Company and/or, if applicable, the purchasing Non-Affected Founders and/or STI shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty each pay one hundred percent (50100%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation the portion of the Repurchase Option Shares to be purchased by him, her or it in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective cash no later than sixty (60) calendar days following giving notice of any setthe election of the Company and/or the purchasing Non-offAffected Founders to such Affected Stockholder or his, counterclaim her or defense its legal representative of his, her or its election to payment that Participant may have or have had against Lenderpurchase the Repurchase Option Shares or, if later, the final determination as to the value of the Repurchase Option Shares.

Payment of Purchase Price. If the Employer (or the Trustee, at the direction of the Advisory Committee) exercises an option to purchase a Participant's Employer Securities pursuant to an offer given under Section 11.03, the purchaser(s) must make payment in lump sum or, if the distribution to the Participant has previously (or to his Beneficiary) constitutes a Total Distribution, in substantially equal installments over a period not exceeding five years. A "Total Distribution" to a Participant (or to a Beneficiary) is the distribution, within one taxable year of the recipient, of the entire balance to the Participant's credit under the Plan. In the case of a distribution which is not a Total Distribution or which is a Total Distribution with respect to which the purchaser(s) will make payment in lump sum, the purchaser(s) must pay the Participant (or Beneficiary) the fair market value of the Employer Securities repurchased no later than 30 days after the date the Participant (or Beneficiary) exercises the option. In the case of a Total Distribution with respect to which the purchaser(s) will make installment payments, the purchaser(s) must make the first installment payment no later than 30 days after the Participant (or Beneficiary) exercises the put option. For installment amounts not paid Lender within 30 days of the sum exercise of $8,405,785.64 for the put option, the purchaser(s) must evidence the balance of the purchase of its undivided Participation in price by executing a promissory note, delivered to the Shared Committed Amountselling Participant at the Closing. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount note delivered at Closing must bear a reasonable rate of interest, determined as of the date Closing Date, and the purchaser(s) must provide adequate security. The note must provide for equal annual installments with interest payable with each installment, the first installment being due and payable one year after the Closing Date. The note further must provide for acceleration in the event of 30 days' default of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior payment on interest or principal and must grant to the date maker of the Original Participation Agreement with respect note the right to prepay the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participantnote in whole or in part at any time or times without penalty; provided, however, that Participant shall be obligated the purchaser(s) may not have the right to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If make any prepayment during any the calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 year or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery fiscal year of the monthly accounting required under Section 9 Participant (or such other date, as mutually agreed by Lender and ParticipantBeneficiary) in an amount equal to fifty percent (50%) of which the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderClosing Date occurs.

Payment of Purchase Price. Participant has previously paid Lender (A) At the sum of $8,405,785.64 Closing, Buyer will pay to DBI, as consideration for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as issuance of the date Preferred Shares, an estimate of the Original Participation AgreementPurchase Price (the "Estimated Purchase Price"), less Participantdetermined by estimating the Working Capital Adjustment based upon DBI's Participation Percentage in origination fees records. (B) Within sixty days after the Closing, DBI shall deliver to Buyer and Shareholders Representative (as defined herein), a calculation of $150,000 paid by Borrowers prior the Purchase Price using the actual Working Capital Adjustment but no other changes to the date Estimated Purchase Price. Within thirty days after delivery of such calculation, Buyer or Shareholders Representative may assert that the calculations delivered by DBI are inaccurate and specify the amount of and the basis for the inaccuracy (the "Disputed Amount") in a written notice delivered to DBI and the other party. During such thirty-day period, and thereafter until the Closing Statement (as defined below) is acknowledged by Buyer and Shareholders Representative, Shareholders Representative and Buyer and their respective agents and advisors shall have full access to all records applicable to the determination of the Original Participation Agreement Working Capital Adjustment. If neither Buyer nor Shareholders Representative delivers such written assertion to DBI within such thirty days, Buyer and Shareholders shall be conclusively presumed to agree to DBI's calculation. (C) If either Buyer or Shareholders Representative delivers such written assertion to DBI within such thirty day period, Buyer and Shareholders Representative shall negotiate in good faith with respect to the Shared Committed Amount. During each calendar month during Disputed Amount and if they are unable to reach agreement within thirty days after delivery of Buyer's or Shareholders Representative's assertion, the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant dispute shall be obligated settled by submitting such dispute to remit Ernst & Young LLP (the "Accountants"), with a direction to Lender Participantdeliver Accountant's Participation Percentage in determination within thirty days of such Shared Committed Advances submission. The decision of Accountants as to the Purchase Price shall be final and binding on the parties. Buyer and the Shareholders shall each pay one-half of the costs of Accountants. The final Purchase Price as adjusted in accordance with this Section 2. If during any calendar month Section, will be reflected on a final statement acknowledged by Buyer and Shareholders Representative (the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five "Closing Statement"). (5D) Within ten (10) business days after following the delivery final determination of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances Working Capital Adjustment in accordance with the procedure set forth above. Participant shall remit provisions of this Section: (1) if the purchase price for its Participation actual Purchase Price exceeds the Estimated Purchase Price, DBI will pay the amount of such excess in cash to the Shared Committed Amount (including any Shared Committed Advance) by wire transferShareholders from whom DBI Common Stock was purchased pursuant to Section 2.1 or DBI Options were canceled pursuant to Section 2.2, in accordance with his or her Percentage Interest (as set forth opposite his or her name on Exhibit C); or (2) if the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit actual Purchase Price is less than the estimated Purchase Price, then each Shareholder from whom DBI Common Stock was purchased pursuant to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect Section 2.1 or DBI Options were canceled pursuant to Section 2.2 shall refund to DBI his or her Percentage Interest (as set forth opposite his or her name on Exhibit C) of such deficit from the Shared Committed Amount escrowed funds under the Line Price Adjustment Escrow Agreement (as defined herein). All payments required to be made by DBI or the Shareholders pursuant to Section 1.4(D) shall bear interest from the Closing Date through the date of Credit Note or any Shared Committed Advances shall be effective as payment at the rate of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lender8% per annum.

Payment of Purchase Price. Participant has previously The Purchase Price payable to the Sellers shall be paid Lender as follows at the Time of Closing: (a) payment of the sum of Three Million Dollars ($8,405,785.64 for 3,000,000) by certified cheque or bank draft; (b) the purchase delivery to the Sellers of its undivided Participation promissory notes from the Buyer in the Shared Committed Amountaggregate amount of Six Hundred and Eighty-five Thousand Dollars ($685,000) payable within ninety (90) days of the Closing Date and such notes shall contain such other terms as are set out in the promissory note in the Promissory Notes Schedule. The foregoing purchase price represents Participant's Participation Percentage in said promissory notes amount shall be reduced by the outstanding principal balance under the Shared Committed Amount as amount of the date Deposit; (c) the allotment and issuance to the Sellers of the Original Participation AgreementFutureLink Shares or non-voting shares of RMC convertible into the FutureLink Shares. The Sellers hereby agree that all offers and sales of the FutureLink Shares or such other shares, less Participant's Participation Percentage in origination fees from the Date of $150,000 paid by Borrowers Closing and prior to the date expiration of a period commencing on the Date of Closing and ending one year thereafter (the "Distribution Compliance Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S (i) unless registration has taken place prior to the expiry of the Original Participation Agreement with respect to Distribution Compliance Period. The certificates representing any such shares shall bear the Shared Committed Amountfollowing legend unless registration has taken place: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. During each calendar month during THE SECURITIES ARE BEING SOLD PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE SELLER IS PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY BE MADE ONLY IN COMPLIANCE WITH THE ACT. THE SELLERS UNDERSTAND AND AGREE THAT IN THE ABSENCE OF THE REGISTRATION OF THE FUTURELINK SHARES OR THE RMC SHARES UNDER THE ACT, SUCH SHARES MAY ONLY BE RESOLD AS PROVIDED FOR IN REGULATION S, PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE ACT, INCLUDING SALES UNDER RULE 144. Sales of FutureLink Shares or the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall RMC shares may be obligated to remit to Lender Participant's Participation Percentage made in such Shared Committed Advances reliance upon Rule 144 but ONLY (i) in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan limited quantities by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days affiliates after the delivery completion of the monthly accounting required under Section 9 Distribution Compliance Period, or (or such other date, as mutually agreed by Lender and Participantii) in an amount equal to fifty percent (50%) limited quantities by non-affiliates after the completion of the total amount Distribution Compliance Period, or (iii) in unlimited quantities by non-affiliates after the first yearly anniversary after the completion of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances Distribution Compliance Period; in each case in accordance with the procedure set forth above. Participant shall remit conditions of the purchase price for its Participation in the Shared Committed Amount Rule, all of which must be met (including any Shared Committed Advance) by wire transferthe requirement, in accordance with if applicable, that adequate information concerning the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect Buyer is then available to the Shared Committed Amount public). The Sellers understands that the FutureLink Shares or the RMC shares have not been registered under the Line of Credit Note or any Shared Committed Advances shall be effective as Act and are being offered and sold pursuant to a "safe harbor" from registration contained in Regulation S promulgated under the Act based in part upon the representations of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSellers contained herein.

Payment of Purchase Price. Participant has previously 17 The Purchase Price shall be paid Lender by Buyer to Seller in two installments: (i) the sum first comprising shares of Common Stock having a FMV of $8,405,785.64 for 650,000 and assumption of the purchase Assumed Liabilities, and (ii) the second comprising shares of its undivided Participation Common Stock having a FMV of $400,000 and cash in the Shared Committed Amountamount of $100,000, the first such installment to be delivered at the Closing and, subject to the provisions of Section 7.7 hereof, the second such in- stallment to be delivered at the first anniversary thereof. The foregoing purchase price represents Participant's Participation Percentage in For the outstanding principal balance under purposes hereof, the Shared Committed Amount as FMV of the date Common Stock shall be determined as follows: (a) The FMV of shares of Common Stock to be delivered at the Closing shall be the average of the Original Participation Agreement, less Participant's Participation Percentage in origination fees daily closing prices of $150,000 paid by Borrowers such shares for each of the trading days during the period beginning on the day which is 60 calendar days prior to the date Closing and ending on the trading day preced- ing the Closing; and (b) The FMV of shares of Common Stock at the first anniversary of the Original Participation Agreement with respect to Closing shall be the Shared Committed Amount. During average of the daily closing prices of such shares for each calendar month of the trading days during the term of this Agreementperiod beginning on the day which is 60 calendar days prior to such anniversary, Lender shall fund all Shared Committed Advances for and ending on the accounts of both Lender and Participanttrad- ing day preceding such anniversary; provided, however, that Participant Buyer shall have the right to elect to pay such second installment of the Purchase Price entirely in cash on said anniversary. The closing price for each day referred to in subsection (a) or (b) above shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery reported closing price of the monthly accounting required under Section 9 Common Stock as reported on the OTC Bulletin Board (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%"OTCBB") of the total amount National Association of Securities Dealers, Inc. or, in case no such closing price is reported on such day, the average of the net Shared Committed Advance paid by Lender during closing bid and asked prices regular way for such month. If during day reported on the OTCBB or, on such principal national securities exchange on which the shares of the Com- mon Stock shall be listed or admitted to trading, or if they are not listed or admitted to trading on any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loannational securities exchange, but by less than are traded in the over-the-counter market, the closing sale 16 While the definition of Acquired Assets may be the ultimate concern for a Buyer, one of the ultimate concerns of the Seller is almost certainly the consideration to be received for such assets. In this case, the parties have agreed to a purchase price with a value of $1,000,000.001,150,000 and the assumption of the Assumed Obligations. However, such net Shared Committed Advances shall be carried over the Purchase Price is made up of primarily Common Stock of the Buyer, with $100,000 of the consideration coming in the form of cash. With the primary consideration for the transaction being Common Stock of the Buyer (which represents a continuing interest in the Rheingold Beer product and business), it is not surprising to note that the following month or months until they equal or exceed $1,000,000.00 at the end Buyer foresees certain members of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance Seller’s management continuing their roles with the procedure set forth abovenew entity that will operate Seller’s current Business following the Closing (see xxxx://xxx.xxxxxxxxxx.xxx/mw/release_html_bl?release_id=89439). Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transferIt could be argued that this transaction is, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective effect, a re- capitalization styles as an asset purchase agreement because of the day purported vision of continued involvement by Seller’s existing management; however, a review of Buyer’s subsequent press releases and website do not make mention of Seller’s management continuing to operate the purchase price for such Participation interest is received by Lender. The obligation of Participant Rheingold Business or to provide Lender with the purchase price of Participant's Participation have assumed a role in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer’s organization.

Payment of Purchase Price. Participant has previously The purchase price of the Shares determined in accordance herewith shall be paid Lender as follows: (a) In the sum of $8,405,785.64 event the Selling Shareholder owes any amount not in dispute prior to the Operative Date to the Corporation, the Shareholders agree in advance that the Corporation shall, without any other specific authorization, offset against the purchase price for the Shares the amount owed by the Selling Shareholder to the Corporation to satisfy the amount due and owing to the Corporation by the Selling Shareholder. (b) Thereafter, the remaining purchase price, if any, shall be paid by the Corporation by delivery to the Selling Shareholder of its undivided Participation in a fully executed promissory note for the Shared Committed Amountremaining unpaid purchase price. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount Such promissory note shall be dated as of the closing date of described herein and shall provide for the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to following: (1) No interest shall accrue on the promissory note; (2) equal monthly installments commencing one (1) month from the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances thereof for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery years; (3) prepayment without penalty; (4) acceleration of the monthly accounting entire principal amount in the event of default of any principal or interest payment; and (5) payment of reasonable attorneys’ fees and costs of collection in the event of default. In the event the Corporation is prevented by law from making any payment to the Selling Shareholder, the Corporation shall not be required under Section 9 (to make such payment but shall make such payment as soon as it is legally permissible for it to do so. If the Corporation delivers a promissory note to the Selling Shareholder in full or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) partial payment of the total amount purchase price, the Corporation shall also deliver to the Selling Shareholder the Shares purchased from the Selling Shareholder reissued in the Corporation’s name endorsed in blank or accompanied by an assignment separate from certificate as collateral. The Shares purchased by the Corporation shall be held by the Selling Shareholder as collateral for so long as an installment of principal or interest of the net Shared Committed Advance paid promissory note delivered by Lender during such monththe Corporation remains unpaid. If during any calendar month In connection herewith, the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Corporation shall complete, execute and deliver a pledge agreement to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over Selling Shareholder reasonably acceptable to both the following month or months until they equal or exceed $1,000,000.00 at Corporation and the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSelling Shareholder.

Payment of Purchase Price. Participant has previously paid Lender In exchange for all of the sum of $8,405,785.64 for the purchase of its undivided Participation interests in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in Acquired Assets, the outstanding principal balance under Buyer shall deliver to the Shared Committed Amount as Seller the Purchase Price comprised of the date of Closing Payment and the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers First Installment Payment as follows: (a) At least three (3) Business Days prior to the date Closing Date, the Seller shall prepare or cause to be prepared and delivered to the Buyer a statement setting forth a reasonable estimate of the Original Participation Agreement Grain Inventory and Grain Contracts. The Grain Inventory and Grain Contracts shall be valued based on actual value as set forth in accordance with Schedule 1.01(a)(xi) and the Fertilizer and Seed Inventory shall be valued based on the lower of Seller’s cost or market, as determined under GAAP. At the Closing, the Buyer shall (i) pay to the Seller in cash by wire transfer to an account or accounts (designated by the Seller in writing at least three (3) Business Days prior to the Closing Date) an amount equal to $2,806,000, and (ii) pay the agreed upon amount for the Grain Inventory and Contracts and the Fertilizer and Seed Inventory (such amounts in (i) and (ii), the “Closing Payment”) and (iii) deliver a promissory note, in the form attached hereto as Exhibit D, in the amount of $287,650, at the rate and subject to the setoff terms provided therein (the “Promissory Note”). Within five (5) Business Days following the Closing, there shall be a true-up valuation of the amount paid under (ii) of this subsection of the Grain Inventory and Grain Contracts and Fertilizer and Seed Inventory, based on a USDA measurement of the Grain Inventory, and mutual agreement with respect to the Shared Committed AmountGrain Contracts, Fertilizer and Seed Inventory. During each calendar month during To the term of this Agreementextent, Lender (a) Buyer has underpaid for such assets, Buyer shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated pay to remit to Lender Participant's Participation Percentage Seller in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect cash by wire transfer to the Participation Loan account designated by $1,000,000.00 Seller, such true-up amount, and (b) Buyer has overpaid for such assets, Seller shall pay to Buyer in cash by wire transfer to the account designated by Buyer, such true-up amount. (b) Subject to the Buyer’s right of setoff as provided in this Agreement and in the Promissory Note, on or morebefore the first annual anniversary of the Closing Date, Participant the Buyer shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of Seller the monthly accounting required under Section 9 (or such other datepayment on the Promissory Note, as mutually agreed by Lender and Participant) in an amount equal to fifty $287,650 plus accrued interest at a simple rate of five percent (505%) of per annum (such amount, the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance“First Installment Payment”) by wire transfer, transfer to an account or accounts designated by the Seller in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect writing at least three (3) Business Days prior to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as first anniversary of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderClosing.

Payment of Purchase Price. Participant 1. Within five New York Business Days of signing this Agreement Seaspan shall pay to Xxxxx free of all banking charges the amount of USD 2,000,000.00 (hereinafter the “First Instalment”), repayment of such amount according to the provisions of this Agreement to be guaranteed by Xxxxx Holding GmbH & Co. KG, Putzbrunn / Germany in a form acceptable to Seaspan. 2. The Purchase Price as calculated in accordance with Exhibit I less the First Instalment and the fifth instalment (delivery instalment) under the Building Contract shall be transferred to a trust account (the “Trust Account”) held by Nord/LB (details of the Trust Account to be indicated timely by Xxxxx) to be received on the Trust Account latest five New York Business Days prior to the time of delivery of the Vessel from the Builder. The Purchase Price so paid shall be held by Nord/LB on behalf of either Seaspan or its remitting bank until the Vessel is delivered from the Builder to Xxxxx and simultaneously from Xxxxx to Seaspan. In case the delivery fails to take place as anticipated within a period of ten New York Business Days from the deposit of the Purchase Price, Seaspan has previously the right to request Nord/LB to return the Purchase Price to the remitting bank. The Purchase Price shall be paid Lender out to Xxxxx by Nord/LB upon presentation to Nord/LB of the sum Protocol of $8,405,785.64 for Delivery and Acceptance duly signed by Seaspan’s and Conti’s authorized representatives. An amount equal to the purchase of its undivided Participation fifth instalment (delivery instalment) under the Building Contract shall be transferred in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in name of Xxxxx by Seaspan to the outstanding principal balance under account nominated by the Shared Committed Amount as of Builder at least two (2) New York Business Days prior to the delivery date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Vessel according to the date of the Original Participation Agreement with respect Building Contract by telegraphic transfer to the Shared Committed Amount. During each calendar month during the term Builder´s Bank remaining for a period of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after with an irrevocable instruction that the delivery said amount shall be released to the Builder against presentation by the Builder to the said Builder’s Bank of a duplicate original of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender Protocol of Delivery and Participant) in an amount equal to fifty percent (50%) Acceptance of the total Vessel duly signed by Conti’s authorized representative and the Builder´s authorized representative and with the further instruction to release the said amount to Seaspan if the aforementioned Protocol of Delivery and Acceptance of the net Shared Committed Advance paid by Lender during Vessel is not presented before expiry of the period of five (5) days calculated from the date of remittance of the funds. Interest, if any, accrued from such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loandeposit, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to for the following month or months until they equal or exceed $1,000,000.00 benefit of Seaspan. Seaspan will provide Xxxxx with evidence of such payment and corresponding instructions at the end time of any monthpayment. However, at which time Participant when the new scheduled delivery date is notified to Xxxxx by the Builder, Xxxxx will notify Seaspan promptly and Seaspan shall deliver to Lender Participant's share of such net Shared Committed Advances make the telegraphic transfer in accordance with the procedure set forth same terms and conditions as said out above. 3. Participant shall remit the purchase price for its Participation Any taxes, fees and expenses in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender connection with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and registration under Seaspan’s flag shall be absolute for Seaspan’s account. 4. Xxxxx shall pay all broker’s fees charged in connection with the purchase and unconditional under sale of the Vessel as contemplated herein, including but not limited to the fees of X. X. Xxxxxxxxx of Hamburg, Germany except any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderbrokers engaged by Seaspan.

Payment of Purchase Price. Participant has previously The Purchase Price shall be paid Lender by Buyer to Seller in two installments: (i) the sum first comprising shares of Common Stock having a FMV of $8,405,785.64 for 650,000 and assumption of the purchase Assumed Liabilities, and (ii) the second comprising shares of its undivided Participation Common Stock having a FMV of $400,000 and cash in the Shared Committed Amountamount of $100,000, the first such installment to be delivered at the Closing and, subject to the provisions of Section 7.7 hereof, the second such installment to be delivered at the first anniversary thereof. The foregoing purchase price represents Participant's Participation Percentage in For the outstanding principal balance under purposes hereof, the Shared Committed Amount as FMV of the date Common Stock shall be determined as follows: (a) The FMV of shares of Common Stock to be delivered at the Closing shall be the average of the Original Participation Agreement, less Participant's Participation Percentage in origination fees daily closing prices of $150,000 paid by Borrowers such shares for each of the trading days during the period beginning on the day which is 60 calendar days prior to the date Closing and ending on the trading day preceding the Closing; and (b) The FMV of shares of Common Stock at the first anniversary of the Original Participation Agreement with respect to Closing shall be the Shared Committed Amount. During average of the daily closing prices of such shares for each calendar month of the trading days during the term of this Agreementperiod beginning on the day which is 60 calendar days prior to such anniversary, Lender shall fund all Shared Committed Advances for and ending on the accounts of both Lender and Participanttrading day preceding such anniversary; provided, however, that Participant Buyer shall have the right to elect to pay such second installment of the Purchase Price entirely in cash on said anniversary. The closing price for each day referred to in subsection (a) or (b) above shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery reported closing price of the monthly accounting required under Section 9 Common Stock as reported on the OTC Bulletin Board (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%"OTCBB") of the total amount National Association of Securities Dealers, Inc. or, in case no such closing price is reported on such day, the average of the net Shared Committed Advance paid by Lender during closing bid and asked prices regular way for such month. If during day reported on the OTCBB or, on such principal national securities exchange on which the shares of the Common Stock shall be listed or admitted to trading, or if they are not listed or admitted to trading on any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loannational securities exchange, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation are traded in the Shared Committed Amount (including any Shared Committed Advance) by wire transferover-the-counter market, the closing sale price of the shares of Common Stock or, in accordance with case no sale is publicly reported, the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to average of the Shared Committed Amount under representative closing bid and asked quotations for the Line shares of Credit Note Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") system or any Shared Committed Advances shall be effective as comparable system, of if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the day shares of Common Stock or, in case no sale is publicly reported, the purchase price average of the closing bid and asked prices as furnished by the National Quotation Bureau, incorporated, or if such organization is no longer in business, by such other source or sources as the Board of Directors ("Board") of the Company may reasonably select for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderpurpose.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement(i) Buyers shall pay to Seller, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers on or prior to the date of this Purchase Agreement, a nonrefundable deposit in the Original Participation Agreement amount of $50,000,000 (the “Deposit”). (ii) On any Closing Date on which an Interest is transferred hereunder, Buyers shall pay Seller the Closing Payment with respect to each Interest being sold by Seller on the applicable Closing Date. On the first Closing Date, an amount equal to the Deposit shall be credited against the aggregate Closing Payments due from Buyers to Seller on such first Closing Date. (iii) The Buyers shall pay to Seller the Deferred Purchase Price Amount with respect to each Interest sold by Seller to a Buyer on a Closing Date in quarterly installments made no later than ten (10) Business Days after the end of each applicable calendar quarter, with each such quarterly installment due and calculated as follows (each such payment as described in this Paragraph 4(b)(iii), a “Deferred Purchase Price Payment”): (A) For each calendar quarter during the 12 month period beginning on the first day of the first full calendar quarter following the Closing Date at which such Portfolio Property is transferred to a Buyer (the “Start Date”) and ending one (1) day prior to the first anniversary of the Start Date (e.g., if the applicable Closing Date occurs on June 30, 2013, then the Start Date with respect to such Interest would be July 1, 2013), Buyers shall pay Seller the following: (1) for each of the first three calendar quarters during such 12 month period, an amount equal to 15% of the aggregate Distributions received by Buyers from the applicable Partnership during such calendar quarter and (2) for the final calendar quarter during such 12 month period, an amount equal to the greater of (x) 15% of the aggregate Distributions received by Buyers from the applicable Partnership during such calendar quarter and (y) the sum of (A) 15% of the applicable Deferred Purchase Price Amount minus (B) the Deferred Purchase Price Payments made with respect to the Shared Committed Amount. During first, second and third calendar quarters of such 12-month period for the applicable Interest (B) For each calendar month quarter during the term 12 month period beginning on the first anniversary of this Agreementthe Start Date and ending one (1) day prior to the second anniversary of the Start Date, Lender Buyers shall fund all Shared Committed Advances pay Seller the following: (1) for each of the first three calendar quarters during such 12 month period, an amount equal to 15% of the aggregate Distributions received by Buyers from the applicable Partnership during such calendar quarter and (2) for the accounts final calendar quarter during such 12 month period, an amount equal to the greater of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month (x) 15% of the aggregate Shared Committed Advances exceed Distributions received by Buyers from the aggregate repayments applicable Partnership during such calendar quarter and (y) the sum of principal (A) 15% of the applicable Deferred Purchase Price Amount minus (B) the Deferred Purchase Price Payments made with respect to the Participation Loan first, second and third calendar quarters of such 12-month period for the applicable Interest. (C) For each calendar quarter during the 12 month period beginning on the second anniversary of the Start Date and ending one (1) day prior to the third anniversary of the Start Date, Buyers shall pay Seller the following: (1) for each of the first three calendar quarters during such 12 month period, an amount equal to 15% of the aggregate Distributions received by $1,000,000.00 Buyers from the applicable Partnership during such calendar quarter and (2) for the final calendar quarter during such 12 month period, an amount equal to the greater of (x) 15% of the aggregate Distributions received by Buyers from the applicable Partnership during such calendar quarter and (y) the sum of (A) 15% of the applicable Deferred Purchase Price Amount minus (B) the Deferred Purchase Price Payments made with respect to the first, second and third calendar quarters of such 12-month period for the applicable Interest. (D) For each calendar quarter during the 12 month period beginning on the third anniversary of the Start Date and ending one (1) day prior to the fourth anniversary of the Start Date, Buyers shall pay Seller the following: (1) for each of the first three calendar quarters during such 12 month period, an amount equal to 50% of the aggregate Distributions received by Buyers from the applicable Partnership during such calendar quarter and (2) for the final calendar quarter during such 12 month period, an amount equal to the then outstanding unpaid balance of the applicable Deferred Purchase Price Amount (if any). (iv) Notwithstanding the provisions of Paragraph 4(b)(iii) to the contrary, (A) at such time as the Buyers have made aggregate Deferred Purchase Price Payments with respect to an Interest equal to the Deferred Purchase Price Amount for such Interest, then no further payments shall be due to Seller from a Buyer with respect to such Interest and (B) at such time as Buyers have made Deferred Purchase Price Payments equal to the aggregate Deferred Purchase Price Amounts for all of the Interests transferred to Buyers, then no further payments shall be due to Seller from a Buyer with respect to the Purchase Price, the Deferred Purchase Price Amount, or more, Participant the Interests. (v) All payments shall deliver be made by wire transfer of immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSeller’s account designated on Schedule II.

Payment of Purchase Price. Participant has previously All Shares purchased pursuant to Sections 3, 4, or 5 of this Agreement shall be paid Lender for in the sum following manner: (a) The purchase price for any Shares purchased by the Company pursuant to Section 3 or 5 hereof shall be payable pursuant to promissory note(s) properly executed and delivered to the seller of $8,405,785.64 the deceased Shareholder’s personal representative, as applicable (the “Selling Shareholder”), in one installment of principal and interest, due on the first anniversary of Closing of the sale (as provided for in Section 6(c) below), provided that the Company shall have the right at any time to prepay the purchase price, plus interest accrued from Closing, in whole or in part without penalty. The promissory note(s) shall bear interest from the date of its undivided Participation execution at the rate then required in order to avoid imputed interest recharacterization for federal income tax purposes. If not paid in full on or before any due date, any installment due under any promissory note(s) shall bear interest at the rate per annum of the lower of (i) 2% above the interest rate in effect for payments under the promissory note(s) or (ii) the maximum lawful rate permitted by law, if any, which interest shall accrue from said date until the date of actual payment. (b) The purchase price for any Shares purchased by the Company pursuant to Section 4 hereof shall be payable in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage manner provided for in such Section 4. (c) Unless another date is mutually acceptable to the Company and the Selling Shareholder, Closing shall occur (i) in the outstanding principal balance under case of a purchase pursuant to Section 3 above, not later than the Shared Committed Amount as thirtieth (30th) day following the date of final determination of the per share purchase price, (ii) in the case of a purchase pursuant to Section 4 above, not later than the thirtieth (30th) day following the date which is the last day for exercise of the right to purchase the Shares by the Company, and (iii) in the case of a purchase pursuant to Section 5 above, 120 days following the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior deceased Shareholder’s death. (d) As a condition to the date purchase of any Shares hereunder, the Original Participation Agreement Selling Shareholder shall deposit the certificates representing the Shares to be sold accompanied by executed stock powers, any transfer stamps applicable thereto, and an Assignment Separate from Certificate, if necessary, with respect an escrow agent mutually acceptable to the Shared Committed Amount. During each calendar month during Company and the term of this AgreementSelling Shareholder, Lender which escrow agent shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect ratably release Shares to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender Company no later less frequently than five (5annually as the promissory note(s) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderare amortized.

Payment of Purchase Price. Participant has previously paid Lender On each Purchase Date and Mandatory Purchase Date, the sum of $8,405,785.64 Bonds tendered or deemed tendered to the Tender Agent for purchase shall be purchased by the Tender Agent with funds received by the Tender Agent hereunder for the purchase price thereof. Funds for the payment of its undivided Participation the purchase price shall be paid by the Tender Agent solely from the following sources: in the Shared Committed Amountcase of an optional tender for purchase, first, proceeds of the sale of the Bonds remarketed pursuant to Section 425, and second, amounts made available by the Borrower; in the case of a mandatory tender for purchase pursuant to subsection (a) of Section 423, solely from amounts made available by the Borrower; and in the case of a mandatory tender for purchase pursuant to subsection (c) Section 423, first, proceeds of the sale of the Bonds remarketed, and, second, amounts made available by the Borrower. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan payable by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the wire transfer upon delivery of the monthly accounting required under Section 9 (Bonds subject to optional or such other date, as mutually agreed by Lender and Participant) in an amount equal mandatory tender for purchase to fifty percent (50%) the Tender Agent; provided that the Tender Agent shall have been provided with wire transfer instructions. If the ownership of the total amount Bonds is no longer maintained in book-entry form by the Securities Depository, Bonds delivered for payment of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation shall be accompanied by an instrument of transfer thereof in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect form satisfactory to the Shared Committed Amount under Tender Agent executed in blank by the Line owner thereof and with all signatures guaranteed by a bank, trust company or member firm of Credit Note or The New York Stock Exchange, Inc. The Tender Agent may refuse to accept delivery of any Shared Committed Advances Bonds for which an instrument of transfer satisfactory to it has not been provided and shall be effective as of the day the purchase price for such Participation interest is received by Lender. The have no obligation of Participant to provide Lender with pay the purchase price of Participant's Participation such Bonds until a satisfactory instrument is delivered. The Tender Agent shall hold all Bonds delivered to it pursuant to Section 422 or 423 in any Shared Committed Advance is irrevocable trust for the benefit of the registered owners thereof until moneys representing the purchase price of such Bonds shall have been delivered to, or for the account of, or to the order of, such registered owners of Bonds, and, thereafter, shall deliver such Bonds in accordance with Section 426. The Tender Agent shall hold all remarketing proceeds received from the Remarketing Agent in a separate and segregated account pending payment of the purchase price of the Bonds. Moneys held to pay the Purchase Price of the Bonds do not constitute Revenues, shall not be commingled with other moneys and shall not be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderinvested by the Tender Agent.

Payment of Purchase Price. Participant has previously The provisions of Section 3.C. of the Purchase Agreement are hereby amended to provide that, of the remaining balance of the Purchase Price, up to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) may, upon mutual consent of Purchaser and Seller, be paid Lender by Purchaser’s delivery to Seller of an equivalent value of publicly traded common stock in Purchaser’s parent entity, Xxxxxxx Real Estate Investment Trust Inc., which is a publicly traded real estate investment trust (NASDAQ: WHLR) (“Xxxxxxx REIT”), upon the sum terms and conditions contained herein (the “Stock”), as calculated based on the closing price of $8,405,785.64 such publicly traded common stock on the business day immediately before the Closing Date. If applicable, the issuance of such Stock shall occur at Closing and in escrow through the Escrow Agent (or in such other timing and manner that is acceptable to Seller and Purchaser). Purchaser shall cause Xxxxxxx REIT to deliver the original stock certificates at Closing and such other documents as are reasonable and customary in such stock transactions. In addition, and only in the event shares of Xxxxxxx REIT common stock are issued for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of Pruchase Price, at Closing, Purchaser shall cause Xxxxxxx REIT to execute and join in a customary “Registration Rights Agreement” with Seller; and, after Closing, Purchaser shall cause Xxxxxxx REIT to promptly cause the Original Participation AgreementStock to be “registered” no later than ninety (90) days after Closing (such that Seller shall not be restricted from selling the Stock, less Participant's Participation Percentage except as otherwise provided in origination fees of $150,000 paid by Borrowers prior this paragraph). After Closing, Purchaser shall be required to cause Xxxxxxx REIT to take any and all actions necessary to effectuate the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term intent of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, paragraph. Seller agrees that Participant Seller shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five wait at least (5but not more than) business (i) ninety (90) days after the delivery from Closing before liquidating one-third of the monthly accounting required under Section 9 Stock, (or such other dateii) one hundred and twenty (120) days from Closing before liquidating two-thirds of the Stock, as mutually agreed by Lender and Participant(iii) in an amount equal to one hundred and fifty (150) from the Closing before liquidating one hundred percent (50100%) of the total amount Stock. The parties shall comply with all applicable laws in effectuating the terms of this paragraph. For the sake of clarity, the parties hereto explicitly acknowledge that the Purchaser shall have the right to pay all or any portion of the net Shared Committed Advance paid by Lender during such month. If during any calendar month remaining balance of the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month Purchase Price in cash or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfertransfer or other immediately available U.S. funds rather than any portion thereof by the issuance of the Stock, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note and if any such Stock (or any Shared Committed Advances portion thereof) is not available for any reason, then Purchaser shall be effective as pay the applicable remaining balance of the day the purchase price for such Participation interest is received Purchase Price in cash or by Lenderwire transfer or other immediately available U.S. funds. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and This paragraph shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendersurvive Closing.

Payment of Purchase Price. Participant has previously paid Lender The parties acknowledge that Purchasers have already deposited the sum of Purchase Price with McMurdo Law Group, LLC (the “Escrow Agent”), to be held in escrow by Escrow Agent pending the Closing. At the Closing, Escrow Agent shall pay, and Purchasers shall cause Escrow Agent to pay, the Purchase Price as follows: 2.4.1. Four Hundred and Five Thousand ($8,405,785.64 for 405,000), be released immediately at the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Closing to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementSeller, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure wire transfer instructions for the Seller set forth aboveon Exhibit E. 2.4.2. Participant shall remit The remaining Twenty Five Thousand ($25,000) will be released immediately upon the purchase price filing of the Company’s quarterly report on Form 10-Q for its Participation in the Shared Committed Amount period ended September 30, 2017 (including any Shared Committed Advancethe “Immediate Report”) by wire transferto the Seller, and in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit transfer instructions for the Seller set forth on Exhibit E, provided that such Immediate Report is timely filed with the Securities and Exchange Commission (“SEC” or the “Commission”). In the event that the Immediate Report is not timely filed with the SEC, Purchasers shall notify the Escrow Agent in writing to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation release $25,000 to the Purchaser or as otherwise instructed in the release notice within 5 business days upon the occurrence of such failure. The Escrow Agent shall notify the Seller within 2 business days upon receipt of the release notice. The Seller shall notify the Purchasers and the Escrow Agent in writing within 5 business days upon the receipt of such notification from the Escrow Agent if it considers itself has satisfied its obligation under Section 3.14 of this Agreement wixx xxxxect and thus disputes such release. If the Seller timely notifies the Escrow Agent about the dispute, the Escrow Agent shall withhold $25,000 until the dispute is resolved and the Seller and Purchasers have to come to a mutual agreement about the release of $25,000. If the Seller does not or fails to notify the Escrow Agent within 5 business days of the receipt of the notice from the Escrow Agent, the Escrow Agent shall promptly release $25,000 pursuant to the Shared Committed Amount under release notice from the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderPurchasers.

Payment of Purchase Price. Participant has previously paid Lender (a) On each Purchase Date, the sum Purchase Price payable by Buyer to any Originator in respect of $8,405,785.64 for the purchase of its undivided Participation any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 (the “Purchase Price”) on such Purchase Date shall be an amount equal to the product of (x) the estimated Outstanding Balance of such Receivables on the applicable Purchase Date indicated in the Shared Committed Amount. Estimated Sales Report for the Calculation Period within which such Purchase Date occurs, multiplied by (y) one minus the Discount Factor in effect on such Purchase Date. (b) The foregoing purchase price represents Participant's Participation Percentage Purchase Price with respect to the Receivables purchased by Buyer on any Purchase Date in accordance with the applicable Estimated Sales Report shall be reconciled on the applicable Settlement Date based on the information contained in the outstanding principal balance applicable Purchase Report, in the following manner: (i) by wire transfer of immediately available funds to such Originator on such Purchase Date or Settlement Date, as applicable, to the extent that Buyer has funds available for such purpose after satisfying Buyer’s obligations under the Shared Committed Credit and Security Agreement that are then due and payable, it being understood that after satisfying Buyer’s obligations under the Credit and Security Agreement that are then due and payable such available funds shall first be applied in respect of the Purchase Price relating to the Receivables purchased by Buyer from the Canadian Originator; (ii) at the request of one or more US Originators, by causing the Letter of Credit Issuer to issue a Letter of Credit, subject to the terms and conditions (including any limitations therein on the amount of any such issuance) for issuing Letters of Credit under the Credit and Security Agreement, in favor of one or more beneficiaries selected by the applicable US Originator(s) in the stated amount requested by such US Originator(s) (or, if applicable and permitted by the Credit and Security Agreement, by causing the expiration date of an existing Letter of Credit to be extended at the request of such US Originator(s)), in which event the face amount of each such Letter of Credit shall be applied as a payment of the Purchase Price payable by Buyer to such US Originator(s) and, in the event of a request by more than one US Originator, such payment shall be applied pro rata in proportion to the amounts of the Purchase Prices payable to such US Originators that are satisfied by delivery of each such Letter of Credit; (iii) on the applicable Settlement Date, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the lowest of (A) the remaining unpaid portion of the aggregate Purchase Price for the Receivables sold by such Originator during the applicable Calculation Period (after giving effect to clauses (i) and (ii) above), (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount and (C) an amount equal to the Subordinated Note Limit with respect to such Originator. Each Originator is hereby authorized by Buyer to, on each Settlement Date, endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of advances made thereunder on such Settlement Date, as well as the date and amount of each payment with respect thereto during the Calculation Period to which such Settlement Date relates; provided that the failure to make such notation shall not affect any obligation of Buyer thereunder; and (iv) on each Settlement Date, by accepting a contribution to Buyer’s capital from such Originator in an amount equal to the remaining unpaid portion of such Purchase Price for such Receivables (after giving effect to clauses (i), (ii), and (iii) above). In the event that Buyer does not have sufficient cash available to pay the estimated Purchase Price payable on any Purchase Date based on the Estimated Sales Report, Buyer shall be entitled to defer its obligation to pay some or all of the shortfall until a later Purchase Date in such Calculation Period to the extent Buyer has surplus cash available on such later Purchase Date. (c) Buyer shall be permitted to offset against the Purchase Price payable by it to any Originator in respect of the purchase of any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 any credits and adjustments arising under Section 1.3(d) or Section 1.4 and any other amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid. (d) In the event one or more Originators request that any purchases hereunder be paid for by the issuance or extension of Letters of Credit as described herein, such Originator(s) shall, on a timely basis, provide Buyer with such information as is necessary for Buyer to obtain or extend such Letter of Credit from the Letter of Credit Issuer pursuant to the Credit and Security Agreement. No Originator shall have a reimbursement obligation in respect of any such Letter of Credit. In the event that any Letter of Credit expires without being fully drawn or is surrendered for cancellation without being fully drawn, Buyer shall pay to the applicable Originator(s) on the next succeeding Settlement Date an amount equal to the undrawn balance of such Letter of Credit as of the date of such expiration or surrender; provided that in the Original Participation Agreementevent such Letter of Credit was requested by more than one Originator, less Participant's Participation Percentage Buyer shall pay to each such Originator an amount equal to such Originator’s proportionate share of such undrawn balance of such Letter of Credit that was allocated hereunder to such Originator. Such payment may be paid in origination fees of $150,000 paid by Borrowers prior cash when Buyer has and to the extent of funds that are not needed to satisfy Buyer’s obligations under the Credit and Security Agreement (to the extent then due and payable) or, at Buyer’s election, by using the proceeds of a Subordinated Loan from such Originator(s). On each Settlement Date with respect to a Calculation Period during which a Letter of Credit is outstanding, the applicable Originator(s) shall pay to Buyer the Letter of Credit Fees (as defined in the Credit and Security Agreement) payable by the Buyer on such date of the Original Participation Agreement with respect to the Shared Committed AmountLetters of Credit issued on behalf of such Originator(s); provided that in the event any such Letter of Credit was requested by more than one Originator, each such Originator shall pay to the Buyer its proportionate share of such Letter of Credit Fees based on the amount of such Letter of Credit that is allocable to each such Originator. During Buyer shall be entitled, at its election, to offset the amount of such Letter of Credit Fees against the principal balance of the Subordinated Note related to such Originator(s) or against the amount of cash next payable with respect to the purchase of Receivables from such Originator(s). (e) Subject to the limitations set forth in Section 1.3(b)(iii), each calendar month during Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the term applicable Termination Date. The related Subordinated Loans owing to each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of this Agreementits related Subordinated Note and shall be payable solely from cash available to Buyer after payment of all amounts due in respect of the related Senior Claim (as defined in the related Subordinated Note) or to become due in respect of the related Senior Claim within thirty (30) days of the date of proposed payment on the related Subordinated Note. (f) From and after the applicable Termination Date, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant no Originator shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any monthmay, at which time Participant shall deliver its option) sell Receivables to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer.

Payment of Purchase Price. Participant has previously paid Lender Payment of the sum purchase price (the "Purchase Price") shall be as follows: (a) At Closing, Purchaser shall deliver a payment of $8,405,785.64 21,500,000, subject to adjustment as provided in Section 2.3 (the "Closing Cash Payment"), by wire transfer of immediately available federal funds to Sellers, in accordance with their respective ownership of the Shares as set forth on Annex I. The Cash Closing Payment shall be reduced on a dollar-for-dollar basis by the amount of the aggregate payment to be made for any outstanding Options in accordance with Section 2.1(b), and such amount shall be paid by Purchaser to Sellers or the purchase Company, as mutually agreed, for use in making the cash payment referred to in Section 2.1(b). (b) At Closing, Purchaser shall issue to each Seller that is an "accredited investor" as that term is defined in Rule 501 of its undivided Participation Regulation D promulgated under the Securities Act shares of Convertible Preferred Stock of Purchaser ("Convertible Preferred Stock") the number of which shares of Convertible Preferred Stock shall be determined by multiplying such Seller's percentage interest of Shares in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers Company immediately prior to the date Closing, but after redemption of the Original Participation Agreement with respect Shares in the ESOP Plan by the Company as contemplated in Section 2.1(d) above, as set forth on Annex I times 3,500,000 and dividing that product by twelve (12). If a Seller is not an "accredited investor," then, notwithstanding anything to the Shared Committed Amountcontrary herein, such Seller will not receive Convertible Preferred Stock as a portion of the Purchase Price paid to such Seller and instead will receive an amount of immediately available federal funds equal to the product of their percentage interest of Shares in the Company immediately prior to the Closing as set forth on Annex I times $3,500,000. During each calendar month during The Convertible Preferred Stock shall have the term rights and preferences set forth in the certificate of this Agreement, Lender shall fund all Shared Committed Advances designation for the accounts Convertible Preferred Stock attached hereto as Exhibit A (the "Certificate of both Lender Designation") as corrected, which shall be the same class of shares as acquired in connection with this transaction by KRG Capital Fund I, L.P. and Participantits affiliated funds. In connection with the issuance of the Convertible Preferred Stock to Sellers pursuant to this Section 2.2(b), Sellers shall each be required to execute a subscription agreement in the form attached hereto as Exhibit B (the "Subscription Agreement"). (i) Within thirty (30) days after the delivery of audited financial statements of the Company for the fiscal year ending December 31, 2000 and, in no event later than April 15, 2001, Purchaser shall pay, or shall cause the Company to pay, to Sellers an amount not to exceed $10,000,000 (the "Earnout Amount") equal to the product of either (A) four (4) or (B) four and two tenths (4.2) if the MER Acquisition occurs before March 31, 2000 and the amount, if any, by which 2000 EBITDA exceeds 1999 EBITDA. In the event that the Earnout Amount earned in accordance with the preceding sentence is less than $10,000,000, then, for the twelve-month period ending December 31, 2001, Purchaser shall pay, or shall cause the Company to pay to Sellers within thirty (30) days after the delivery of audited financial statements of the Company for the fiscal year ending December 31, 2001 and, in no event later than April 15, 2002, the further Earnout Amount of the product of either (X) three (3) or (Y) three and fifteen hundredths (3.15) if the MER Acquisition occurs before March 31, 2000 and the amount, if any, by which 2001 EBITDA exceeds 2000 EBITDA; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances the aggregate Earnout Amount paid or payable in accordance with this Section 22.2(c)(i) shall not exceed $10,000,000. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances The Earnout Amount shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lender.allocated among Sellers on a pro rata basis

Payment of Purchase Price. Participant has previously paid Lender With respect to any Receivables coming into existence after the sum of $8,405,785.64 for date hereof, the purchase of its undivided Participation Purchaser shall pay the Purchase Price therefor in the Shared Committed Amountfollowing manner: (i) first, by the application of any unused Purchase Price Credits; (ii) second, by delivery of immediately available funds, to the extent of funds available to the Purchaser from (x) its subsequent sale of an interest in the Receivables under the Purchase Agreement, (y) Collections arising from any Receivables previously sold to the Purchaser in which the Purchaser has retained an interest, or (z) other cash on hand; and (iii) third, by an increase in the Deferred Purchase Price. The foregoing purchase price represents Participant's Participation Percentage in Seller is hereby authorized by the outstanding principal balance under Purchaser to endorse on the Shared Committed Amount schedule attached to the Deferred Purchase Price Note an appropriate notation evidencing the date and amount of each advance thereunder, as of well as the date of each payment with respect thereto, provided that the Original Participation Agreement, less Participant's Participation Percentage failure to make such notation shall to affect any obligation of the Purchaser thereunder. Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in origination fees of $150,000 paid full by Borrowers prior the Purchaser to the Seller on the date such Receivable came into existence, and payment of such Purchase Price shall be made as provided in this Section 2.02(c), final settlement of the Original Participation Agreement Purchase Price between the Purchaser to the Seller shall be effected on a monthly basis on each Settlement Date with respect to all Receivables coming into existence during the Shared Committed Amount. During each calendar month preceding such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to the Purchase Agreement for the calendar month then most recently ended. On each Settlement Date, the Purchaser and the Seller shall cause a reconciliation to made in respect of all purchases that shall have been made during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant calendar month then most recently ended. Although settlement shall be obligated effected on Settlement Dates, any net increase or decrease in the amount owing under the Deferred Purchase Price Note made pursuant to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (52.02(c) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over deemed to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances have occurred and shall be effective as of the day last Business Day of the purchase price for calendar month to which such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendersettlement relates.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Subject to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term terms and conditions of this Agreement, Lender in reliance on the representations and warranties of Seller, and in consideration of the obligations of Seller herein, Purchasers will pay the Purchase Price for all of the Stock to Seller as follows: (a) (i) the American Purchaser shall fund all Shared Committed Advances for pay the aggregate sum of U.S. $100,625.00 in cash to the Seller on the Closing Date and (ii) the Canadian Purchaser shall pay the aggregate sum of U.S. $249,375.00 in cash to the Seller on the Closing Date (collectively, the “Cash Portion of the Purchase Price”); (b) (i) the American Purchaser shall pay U.S. $690,000.00 to Seller by transferring the first U.S. $690,000.00 in collections of accounts receivable of both Lender Decca Inc. which occur on or after the Closing Date, and Participant; provided, however, that Participant which shall be obligated forwarded to remit to Lender Participant's Participation Percentage Seller immediately after receipt by the American Purchaser or Decca Inc. via bank wire transfer. This payment obligation shall be documented by a limited recourse secured promissory note made by the American Purchaser in such Shared Committed Advances the original principal amount of U.S. $690,000.00 in accordance with this Section 2. If during any calendar month favor of Seller (the aggregate Shared Committed Advances exceed “American Receivables Note”), the aggregate repayments of principal with respect American Receivables Note being in a form mutually acceptable to the Participation Loan by $1,000,000.00 or moreAmerican Purchaser and Seller, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other dateacting reasonably, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances secured in accordance with the procedure set forth aboveterms of the Security Agreement. Participant In the event there is an adjustment to the Purchase Price for the stock of Decca Inc. in accordance with Section 2.2 hereof, such adjustment, upward or downward, shall remit be effected by increasing or decreasing the purchase price for its Participation amount of the American Receivables Note by the amount of the adjustment to the Purchase Price, and (ii) the Canadian Purchaser shall pay U.S. $1,710,000.00 to Seller by transferring the first U.S. $1,710,000.00 in collections of accounts receivable of Decca Ltd. which occur on or after the Closing Date, and which shall be forwarded to Seller immediately after receipt by the Canadian Purchaser or Decca Ltd. via bank wire transfer. This payment obligation shall be documented by a limited recourse secured promissory note made by the Canadian Purchaser in the Shared Committed Amount original principal amount of U.S. $1,710,000.00 in favor of Seller (including any Shared Committed Advance) by wire transferthe “Canadian Receivables Note” and, together with the American Receivables Note, the “Receivables Notes”), the Canadian Receivables Note being in a form mutually acceptable to the Canadian Purchaser and Seller, acting reasonably, and secured in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect terms of the Security Agreement. In the event there is an adjustment to the Shared Committed Amount under Purchase Price for the Line stock of Credit Note Decca Ltd. in accordance with Section 2.2 hereof, such adjustment, upward or any Shared Committed Advances downward, shall be effective as effected by increasing or decreasing the amount of the day Canadian Receivables Note by the purchase price for such Participation interest is received amount of the adjustment to the Purchase Price. (c) (i) the American Purchaser shall pay U.S. $531,875.00 to Seller by Lender. The obligation issuing on the Closing Date a secured promissory note made by the American Purchaser in the original principal amount of Participant U.S. $531,875.00 (the “American Note”) in favor of Seller (the “American Note Portion of the Purchase Price”), the American Note being in a form mutually acceptable to provide Lender American Purchaser and Seller, acting reasonably, and secured in accordance with the purchase price terms of Participant's Participation the Security Agreement, and (ii) the Canadian Purchaser shall pay U.S. $1,318,125.00 to Seller by issuing on the Closing Date a secured promissory note made by the Canadian Purchaser in any Shared Committed Advance is irrevocable the original principal amount of U.S. $1,318,125.00 (the “Canadian Note” and, together with the American Note, the “Notes”) in favor of Seller (the “Canadian Note Portion of the Purchase Price”), the Canadian Note being in a form mutually acceptable to Canadian Purchaser and shall be absolute Seller, acting reasonably, and unconditional under any and all circumstances and irrespective secured in accordance with the terms of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderthe Security Agreement.

Payment of Purchase Price. Participant has previously paid Lender Buyer shall pay the sum Purchase Price to Seller as follows: (a) At Closing, Buyer shall deliver to Seller an assignment of $8,405,785.64 the Assigned Shares to Seller (for all Assigned Shares which are not certificated) and originals of all certificated securities representing the purchase of its undivided Participation Assigned Shares (if any) together with stock powers endorsed in the Shared Committed Amountblank necessary to transfer such certificates. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement dividends receivable with respect to the Shared Committed Amount. During Assigned Shares for the month of November shall be prorated by Seller and Buyer at the Closing effective as of the Closing Date. (b) Buyer shall pay or cause the Company to pay to Seller on the last day of each calendar month during the term of this Agreementquarter, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty (A) one percent (501%) of the total principal amount of all mortgage loans originated or brokered by the net Shared Committed Advance paid Company or any of its Affiliates and funded by Lender Parent during such monthcalendar quarter for the first Two Hundred Million Dollars ($200,000,000) of mortgage loans funded during each calendar year; and (B) one-half of one percent (.5%) of the principal amount of all mortgage loans originated or brokered by the Company and funded by Parent during such calendar quarter in excess of Two Hundred Million Dollars ($200,000,000) during each calendar year, commencing on the last day of the calendar quarter in which the Closing Date occurs and continuing on the last day of each calendar quarter thereafter until Seller has received Eight Million Two Hundred Fifty Thousand Dollars ($8,250,000) (the “Total Installment Payment”) pursuant to this Section 2.2(b). If during any calendar month In no event shall Buyer be obligated to pay or cause the aggregate Shared Committed Advances exceed Company to pay to Seller more than the aggregate repayments Total Installment Payment pursuant to this Section 2.2(b). (c) The Promissory Note, duly executed by the Company shall constitute the balance of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Purchase Price. The Promissory Note shall be carried over to secured by the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount Unit Pledge Agreement. (including any Shared Committed Advanced) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances The Total Installment Payment shall be effective as of secured by the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderUnit Pledge Agreement.

Payment of Purchase Price. Participant has previously paid Lender (a) The purchaser of any Stock under this Section 5 shall have the sum option to pay the Purchase Price in one of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amounttwo methods. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as first method, called Option 1, shall consist of full payment of the date Purchase Price by a wire transfer of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available federal funds to Lender no later a bank account designated by the Selling Shareholder upon a date mutually selected by the Selling Shareholder and the purchaser which is not more than five ninety (590) business days after the delivery determination of the monthly accounting required under Section 9 Purchase Price as hereinbefore provided (such date being herein referred to as the "Closing Date"). Upon receipt of the Purchase Price on the Closing Date, all interest of the Selling Shareholder in the Stock being sold shall terminate, and the Selling Shareholder shall cease to have any further rights as a shareholder in the Stock being sold. At the closing on the Closing Date, the Selling Shareholder shall deliver to the purchaser a certificate or such other date, as mutually agreed certificates duly endorsed for transfer representing all of the Stock being sold on that date by Lender and Participantthe Selling Shareholder. (b) in an amount equal to fifty The second method of payment for Stock called Option 2 shall consist of paying not less than ten percent (5010%) of the total amount Purchase Price in cash on the Closing Date, and by giving the Selling Stockholder the purchaser's promissory note for the balance of the net Shared Committed Advance paid by Lender during such monthPurchase Price in not more than 120 equal monthly installments of principal. If during any calendar month Simple interest on the aggregate Shared Committed Advances exceed the aggregate repayments of unpaid principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as balance of the day Purchase Price shall accrue from the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable Closing Date and shall be absolute payable monthly at the base rate of interest established by Bankers Trust Company, as such rate may change from time to time, but in no event less than the minimum rate of interest that is required under the Internal Revenue Code and unconditional under the regulations thereunder to avoid the imputation of a higher rate. The first installment of principal and interest shall be due on the first day of the first calendar month following the Closing Date, and such installments shall continue on the first day of each month thereafter until the entire principal balance together with interest thereon have been paid, but in any and case for a period of not more than ten (10) years from the date of the first installment. The purchaser's promissory note shall provide that such note shall be payable in full (i) upon the sale of all circumstances and irrespective or substantially all of any set-offthe assets used by ANI or its direct or indirect subsidiaries in the operation of their business, counterclaim (ii) upon the sale of 50% or defense to payment that Participant may have or have had against Lender.more of the then outstanding Stock of ANI within

Payment of Purchase Price. Participant has previously paid Lender (a) On the sum of $8,405,785.64 for Onshore Payment Date and concurrently with the purchase of its undivided Participation in payment by the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as Onshore Investor of the date Onshore Purchase Price, the Purchaser shall cause to be issued and delivered to the Company an irrevocable, unconditional, US$ denominated stand-by letter of credit (the “SBLC”) in favor of the Original Participation AgreementCompany in form and substance satisfactory to the Company and issued by an internationally reputable bank acceptable to the Company with (i) a USD denominated face value amount of not less than the shortfall of the Initial Cash Payment Amount (as defined below) from the Aggregate Purchase Price (the “SBLC Amount”); and (ii) an expiry date which is no earlier than the date that is 30 Business Days after the Onshore Payment Date (the “SBLC Expiry Date”). (b) As soon as practicable after the Onshore Purchase Price has been received by the Purchaser, less Participant's Participation Percentage and in origination fees of $150,000 paid by Borrowers any event prior to the date of Closing, the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementPurchaser shall, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month 2.03(c), pay the aggregate Shared Committed Advances exceed Company by wire transfer of immediately available USD funds in an amount not less than RMB5,400,000,000 equivalent (calculated at the aggregate repayments of principal with respect Relevant Exchange Rate) which amount will be notified by the Purchaser in writing to the Participation Loan Company at least one (1) Business Day prior to the Onshore Payment Date (the “Initial Cash Payment Amount”) to a bank account (the “Company Bank Account”) designated in writing by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than the Company at least five (5) business days Business Days prior to the Onshore Payment Date. (c) The Purchaser shall ensure that, within five (5) Business Days after the delivery of Purchaser has received the monthly accounting required under Section 9 (or such other dateOnshore Payment, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) RMB equivalent of the total amount Initial Cash Payment Amount (from the proceeds it receives from the Onshore Investment or otherwise) be in an onshore RMB bank account of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Purchaser available to be remitted to the Participation LoanCompany pending currency exchange and remittance procedures at the applicable financial institutions, but and shall otherwise use its best efforts to procure that the Initial Cash Payment Amount is received by less the Company in the Company Bank Account no later than $1,000,000.00, such net Shared Committed Advances shall be carried over the Onshore New Share Registration Date. (d) The Purchaser hereby irrevocably undertakes to pay to the following month Company (subject only to the satisfaction or months until they equal or exceed $1,000,000.00 at waiver by the end of any monthPurchaser, at which time Participant shall deliver to Lender Participant's share or before the Onshore Payment Date, of such net Shared Committed Advances in accordance with each of the procedure conditions set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed AdvanceARTICLE VII) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect transfer of immediately available USD funds to the Shared Committed Company Bank Account, an amount equal to the SBLC Amount under as soon as practicable after the Line of Credit Note or Onshore Payment Date and in any Shared Committed Advances event no later than 5 Business Days prior to the SBLC Expiry Date, and the Company shall be effective entitled to draw on the SBLC for its full amount in the event that the Company shall not have received such amount in the Company Bank Account as of the day 5th Business Day prior to the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSBLC Expiry Date.

Payment of Purchase Price. Participant has previously Prior to the purchase of the Premises by the Purchaser, the Seller and the Purchaser shall develop and agree with a schedule of values for the Facility based upon the line items in the MCE, which shall be initialled by the Seller and the Purchaser to evidence their agreement ("Schedule of Values"). Based upon applications for payment submitted to the Architect by the Seller and verified by the Purchaser, and Certificates for Payment issued by the Architect, the Seller shall submit applications for payment requesting the Purchaser or the Purchaser's lender, as the case may be, to make progress payments on account of certain items on the Schedule of Values based upon a percent complete basis as certified by the Architect to the Seller. Certain other items on the Schedule of Values will be paid Lender as incurred. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Each Application for Payment shall be based upon the most recent Schedule of Values submitted by the Seller and approved by the Purchaser, which approval shall not be unreasonably withheld or delayed. Applications for Payment shall show the amount due for each item shown on said Schedule of Values as of the end of the period covered by the Application for Payment. The amount of each such progress payment which is to be paid based on a percent complete basis shall be the sum of $8,405,785.64 (i) the product of multiplying that portion of such item properly allocable to completed work for such item by the percentage of completion of that item, and (ii) the portion of such item properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the work or suitably stored off the site, minus the aggregate of previous payments made by the Purchaser for such item and minus such retainage as is agreed upon by the Seller and the Purchaser. Purchaser shall use its best efforts to have the Certificates for Payment approved by and paid by any lender providing construction financing. The failure by any such construction lender to approve or pay any such Certificate for Payment shall not relieve the Purchaser of the obligation to make such payment. In the event that Purchaser does not approve an Application for Payment, the Purchaser will within five (5) business days notify the Seller, in writing, of the reasons for the purchase withholding of its undivided Participation such approval. If Seller and Purchaser cannot agree on a revised amount within five (5) business days after Seller's receipt of Purchaser's objection the Purchaser will promptly execute an Application for Payment for the amount for which Purchaser feels is due and pay the same in accordance with the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term terms of this Agreement, Lender shall fund all Shared Committed Advances . If the Purchaser does not issue an Application for the accounts Payment or a written notification to Seller of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances its reason for withholding an Application for Payment in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments Agreement, through no fault of principal with respect to the Participation Loan by $1,000,000.00 or moreSeller, Participant shall deliver immediately available funds to Lender no later than within five (5) business days after the delivery receipt by Purchaser of an Application for Payment, then Seller may, without prejudice to any of Seller's other rights or remedies, upon seven additional business days written notice to the Purchaser, stop the work under this Agreement until payment of the monthly accounting required under amount owing has been received. Any such period of stoppage shall be added to the period of time during which Physical Completion is to occur as set forth in Section 9 (or such other date2.8. At the time of transfer of title, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) the balance of the total amount of the net Shared Committed Advance Purchase Price shall be paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Purchaser to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) Seller by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note certified check or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderother mutually acceptable means.

Payment of Purchase Price. Participant has previously (a) Subject to the provisions of Section 3(b) below, Investor agrees to pay the aggregate Purchase Price for the Purchased Shares to Clearwire. The Purchase Price shall be paid Lender in immediately available funds by wire transfer to the Company in accordance with the wiring instructions provided by the Company. (b) At the Closing, Investor shall pay an amount equal to the lesser of (i) the Purchase Price or (ii) that amount that is 30% of Cash on Hand (as defined below) immediately following the Closing, but in no event less than $150,000,000 (such amount, the "Closing Date Payment"), and shall receive that number of Purchased Shares at the Closing that is the same proportionate percentage as the Closing Date Payment is to the Purchase Price. In the event that the Closing Date Payment is less than the Purchase Price, and at any time thereafter the Company receives additional cash from whatever source derived (a "Cash Infusion"), then, upon not less than three (3) business days' prior written notice from the Company, Investor shall pay to the Company an amount equal to the lesser of (a) the sum of $8,405,785.64 for the purchase of its undivided Participation Purchase Price less the Closing Date Payment and any payments previously made in a Subsequent Closing or (b) the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in amount equal to the outstanding principal balance under the Shared Committed Amount as amount of the date Cash Infusion divided by 70% and then multiplied by 30%, and shall receive in exchange therefor a number of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Purchased Shares equal to the date amount of the Original Participation Agreement with respect to the Shared Committed Amount. During such payment divided by $6.00 (each calendar month during the term of this Agreementsuch payment, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participanta "Subsequent Closing"); provided, however, that Participant Investor shall not be obligated to remit consummate any Subsequent Closing if such Subsequent Closing would involve an amount less than the smaller of (X) $50,000,000 and (Y) the total remaining balance of the Purchase Price to Lender Participantbe paid hereunder. Investor's Participation Percentage obligation to pay any portion of the Purchase Price at a Subsequent Closing shall be subject to satisfaction of the applicable conditions set forth in such Shared Committed Advances in accordance with this Section 25 hereof. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Notwithstanding anything contained herein to the Participation Loan by $1,000,000.00 or morecontrary, Participant in no event shall deliver immediately available funds Investor be obligated to Lender no later than five (5) business days after the delivery pay any amount in excess of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of Purchase Price for the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderPurchased Shares.

Payment of Purchase Price. Participant has previously (a) The Purchase Price for the Receivables sold on the Closing Date shall be paid Lender the sum (i) by payment of $8,405,785.64 40,064,000 in immediately available funds, (ii) through an advance under the Subordinated Note (such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Advance") in the amount of $1,542,684.75 and (iii) the balance of the Purchase Price shall be deemed paid as a contribution to the capital of the Purchaser by the Seller of Receivables. (b) The Purchase Price for the purchase Receivables sold by the Seller on any date after the date hereof (each, a "Purchase Date") shall be paid either (i) in cash or (ii) if Purchaser does not have sufficient cash to pay the Purchase Price, by means of its undivided Participation (A) an Advance under the Subordinated Note or (B) with the consent of the Seller, capital contributed by the Seller to the Purchaser in the Shared Committed Amountform of a contribution of the additional Receivables or (iii) with the consent of the Seller, any combination of the foregoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date and the Seller is not willing to consent to the payment of such insufficiency by means of a capital contribution, such insufficiency shall be evidenced by the making of an Advance on such Purchase Date in an original principal amount equal to such cash shortfall owed to the Seller, provided, however that (i) at all times prior to December 31, 1997, the Seller and the Purchaser agree to act in good faith to minimize the amount of Advances made under the Subordinated Note so as to cause the Purchaser's Net Worth to be not less than 10% of the highest aggregate Outstanding Principal Balance of all Eligible Receivables shown on any Cycle Certificate delivered by the Servicer under the Transfer Agreement during the preceding twelve months and (ii) from and after December 31, 1997, no Advance shall be made if immediately thereafter the Net Worth of the Purchaser would be less than 10% of the highest aggregate Outstanding Principal Balance of all Eligible Receivables shown on any Cycle Certificate delivered by the Servicer under the Transfer Agreement during the preceding twelve months. All Advances made by the Seller to the Pur- chaser shall be evidenced by a single subordinated note, duly executed on behalf of the Purchaser, in substantially the form of Exhibit B annexed hereto, delivered and payable to the Seller in a principal amount equal to $75,000,000 (the "Subordinated Note"). The foregoing purchase price represents Participant's Participation Percentage in Seller is hereby authorized by the outstanding principal balance under Purchaser to endorse on the Shared Committed Amount as schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of the Original Participation Agreementeach Advance, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to as well as the date and amount of the Original Participation Agreement each payment with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participantthereto; provided, however, that Participant the failure of any Person to make such a notation shall not affect any obligations of the Purchaser thereunder. Any such notation shall be obligated conclusive and binding as to remit to Lender Participant's Participation Percentage in the date and amount of such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments Advance, or payment of principal with respect to the Participation Loan by $1,000,000.00 or moreinterest thereon, Participant shall deliver immediately available funds to Lender no later than five absent manifest error. (5c) business days after the delivery The terms and conditions of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender Subordinated Note and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed all Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances thereunder shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lender.follows:

Payment of Purchase Price. Participant has previously The ___________ _________________________ Purchase Price for Receivables shall be paid Lender or provided for on each Addition Date (other than Addition Dates arising under Section 2.2(b)), and each Settlement Date, as the sum case may be, in either of $8,405,785.64 for the purchase of its undivided Participation following ways (or any combination thereof) as Buyer and Seller may mutually agree from time to time: (i) by payment in cash in immediately available funds; or (ii) in the Shared Committed Amountevent that the total Purchase Price is not paid in full in cash as aforesaid, by the sale, transfer, and assignment by Buyer to Seller on each Addition Date (other than Addition Dates arising under Section 2.2(b)) and each Settlement Date, as the case may be, of participation interest in and to Buyer's interest in the Trust, including, without limitation, Buyer's interest in the Exchangeable Certifi- cate, in the principal amount of such cash shortfall, as such principal amount may be adjusted from time to time hereunder. The foregoing characteristics of such participation interest shall be as follows: (a) the principal amount of the participa- tion interest outstanding from time to time shall accrue interest from the initial date of purchase price represents Participant's Participation Percentage until payment thereof, payable monthly on each Settlement Date in respect of the number of days unpaid during the preceding Monthly Period, at a monthly rate of interest (calculated on the basis of a 30-day month) equal to the lesser of (A) 0.75% or (B) the monthly percentage return equivalent to the amount paid to Buyer as holder of the Exchangeable Certificate pursuant to subsection 4.3(c)(iii) of the Servicing Agreement in respect of collections of Finance Charge Receivables during the Monthly Period prior to such Settlement Date, after deducting from such payments the amount of Servicing Fee paid or payable by Buyer with respect to such Monthly Period pursuant to Section 3.2 of the Servicing Agreement, the amount of the Default Amount allocated to the Exchangeable Certificate with respect to such Month- ly Period, and the amount of any fees or other amounts payable by Buyer to any Letter of Credit Bank or Repurchase Letter of Credit Bank with re- spect to such Monthly Period; (b) the accrued interest payable with respect to any Monthly Period shall be paid in cash on the Settlement Date next following the end of such Monthly Period; (c) the outstanding principal balance under amount of such participation interest shall be payable as, if and when the Shared Committed Amount as Buyer receives any of the date following amounts from the Trustee or the Servicer: (i) payments with respect to Principal Receivables allocable to the Exchangeable Certificate; (ii) payments of any portion of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 Finance Charge Re- ceivables paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementExchangeable Certificate, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in representing an amount equal to fifty percent any Default Amount allocable to the Exchangeable Certif- icate; (50%iii) payments of any amounts paid to Buyer pursuant to subsections 4.3(c)(i)(B), 4.5(b), or 4.5(c) of the total amount Servicing Agreement; and (iv) the proceeds arising from the sale by Buyer of any Investor Certificates received upon an exchange of the net Shared Committed Advance paid Exchangeable Certificate; (d) unless otherwise agreed by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Buyer and Seller, all additions to, subtractions from and other adjustments to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances principal balance of the participation interest shall be carried over deemed for all pur- poses hereof to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day Settlement Date in the purchase price for Monthly Period during which the event giving rise to such Participation interest is received by Lender. The addition, subtraction or adjust- ment occurs; and (e) the obligation of Participant Buyer to provide Lender with repay the purchase price holder of Participant's Participation the participation interest from the amounts paid to Buyer in any Shared Committed Advance is irrevocable respect of Finance Charge Receivables, Principal Receivables, and other sourc- es of funds described in items (a) and (c) immedi- ately preceding in the manner prescribed in this Section 3.3 shall be absolute the sole and unconditional under exclusive remedy available to Seller or any holder of the participa- tion interest and no further or additional recourse shall be available against Buyer. Buyer, at its option, may prepay all circumstances and irrespective or any portion of the principal balance of the participation interest at any set-off, counterclaim or defense to payment that Participant may have or have had against Lendertime.

Payment of Purchase Price. Participant has previously paid Lender (a) Two (2) days prior to the sum Closing Date, Seller will deliver to Purchaser a schedule (the "SCHEDULE OF ESTIMATED NET TANGIBLE EQUITY") setting forth Seller's good faith estimate of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount Net Tangible Equity as of the date Closing Date (the "ESTIMATED NET TANGIBLE EQUITY"). Simultaneous with the Closing, in consideration for the transfer of the Original Participation AgreementPurchased Assets to Purchaser, Purchaser shall pay to: (i) BNY Financial Corporation, by wire transfer in immediately available funds to The Bank of New York, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Account Number 8090653114, Routing Number 000000000, Reference O'Brien International, Inc., an amount equal to the amount of all outstanding amounts due under the Credit Agreement as of the Closing Date and (ii) Seller, by wire transfer in immediately available funds to Parent's Account Number 3750330166, Routing Number 000000000 at NationsBank of Texas, N.A., an amount equal to the Estimated Net Tangible Equity as set forth on the Schedule of Estimated Net Tangible Equity plus $400,000 (the "PURCHASE PRICE") less Participant's Participation Percentage any amounts remitted to BNY Financial Corporation pursuant to this Section 2.5(a). (b) As soon as practicable and in origination fees no event later than forty-five (45) days after the Closing Date, Seller shall deliver to Purchaser (i) a balance sheet as of the Closing Date of Seller (the "FINAL BALANCE SHEET") and (ii) a schedule, with notes thereto, derived from such Final Balance Sheet setting forth the Net Tangible Equity as of the Closing Date (the "CLOSING DATE STATEMENT OF NET TANGIBLE EQUITY"). Inventories reflected on the Closing Date Statement of Net Tangible Equity will be stated at direct standard cost plus capitalized fixed cost. Purchaser and Seller agree that in lieu of any other Inventory reserve, the Closing Date Statement of Net Tangible Equity shall reflect a reserve of $150,000 paid by Borrowers prior to 325,000 against the date Inventory. Purchaser and Seller agree that the net fixed assets included in the Closing Date Statement of Net Tangible Equity will include the 1989 write-up calculated on a basis consistent with the Interim Financial Statements and the memo set forth on Schedule 2.5(b) hereto. The warranty reserve will be $500,000 in the Closing Date Statement of Net Tangible Equity. Purchaser and Seller and their respective representatives will jointly determine the time of, and will observe and participate in, all physical inventories taken in connection with the preparation of the Original Participation Agreement with respect Final Balance Sheet and Closing Date Statement of Net Tangible Equity. The Final Balance Sheet and Closing Date Statement of Net Tangible Equity delivered pursuant to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant Section 2.5 shall be obligated to remit to Lender Participantaudited and accompanied by a report of Ernst & Young LLP, Seller's Participation Percentage independent accountants ("SELLER'S AUDITORS") which states that the Purchased Assets and Assumed Liabilities included therein and the related notes thereto are stated, without exception, in such Shared Committed Advances accordance with GAAP or otherwise in accordance with this Section 2Agreement, except that such notes may be limited in nature, consistent with the Financial Statements. In rendering the foregoing audit and report, Seller's Auditors shall permit Xxxxxx Xxxxxxxx LLP, Purchaser's independent accountants ("PURCHASER'S AUDITORS"), to review at their request, following receipt of the report of Seller's Auditors, all workpapers, schedules and calculations of Seller's Auditors related to such report. (c) If Purchaser does not dispute such audited Closing Date Statement of Net Tangible Equity within the time period and in the manner described below, such Closing Date Statement of Net Tangible Equity will be the "CLOSING SCHEDULE." If Purchaser disputes such Closing Date Statement of Net Tangible Equity or any item included therein, such dispute shall be resolved in the following manner: (i) Purchaser shall notify Seller in writing within twenty-one (21) days after Purchaser's receipt of the Closing Date Statement of Net Tangible Equity, which notice shall specify in reasonable detail the nature of the dispute; (ii) during any calendar month the aggregate Shared Committed Advances exceed thirty (30) day period following Seller's receipt of such notice, Seller and Purchaser shall attempt to resolve such dispute; and (iii) if at the aggregate repayments end of principal with respect such thirty (30) day period Seller and Purchaser shall have failed to resolve such dispute in writing, the matter shall be referred to the Participation Loan offices of Price Waterhouse LLP (the "REFEREE"). The Referee shall act as an arbitrator and shall issue its report resolving all disputes as to the Closing Date Statement of Net Tangible Equity within thirty (30) days after such dispute is referred to it. The Closing Date Statement of Net Tangible Equity, as modified by $1,000,000.00 or moreany adjustments determined to be appropriate by the Referee, Participant shall deliver immediately available funds then be the Closing Schedule. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Referee hereunder shall be borne equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties. The decision of the Referee in accordance with the provisions hereof shall be final and binding (absent manifest error) and there shall be no right of appeal therefrom. (d) From the Closing Date until the final determination of the Closing Schedule, each party hereto will grant to Lender no the other and its respective representatives reasonable access during usual business hours to the agents and employees of such party and to the books, records and files of the Business in its possession to enable such party to review and otherwise satisfy itself as to the accuracy of the Closing Date Statement of Net Tangible Equity and the preparation thereof. (e) In the event that the Net Tangible Equity as reflected on the Closing Schedule (the "CLOSING NET TANGIBLE EQUITY") is less than the Estimated Net Tangible Equity used for purposes of determining the Purchase Price pursuant to Section 2.5(a) hereof, then the amount of the Purchase Price, as previously determined pursuant to Section 2.5(a) hereof, shall be decreased by the amount by which the Closing Net Tangible Equity is less than the Estimated Net Tangible Equity. In the event that the Closing Net Tangible Equity is more than the Estimated Net Tangible Equity used for purposes of determining the Purchase Price pursuant to Section 2.5(a) hereof, then the amount of the Purchase Price, as previously determined pursuant to Section 2.5(a) hereof, shall be increased by the amount by which the Closing Net Tangible Equity is more than the Estimated Net Tangible Equity. No later than five (5) business days after the delivery date of the monthly accounting required under Section 9 (final determination of the Closing Schedule, Seller or such other dateParent shall pay Purchaser or Purchaser shall pay Seller, as mutually agreed appropriate, by Lender and Participant) in an wire transfer of immediately available funds, the amount of such deficiency or excess, as the case may be, with interest thereon at a per annum rate equal to fifty percent (50%) of the total amount of Prime Rate, accrued from the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Closing Date to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end date of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lenderpayment. The obligation of Participant to provide Lender with "PRIME RATE" shall mean the purchase price of Participant's Participation rate announced by The Chase Manhattan Bank, N.A., as its corporate base interest rate at New York, New York then in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendereffect.

Payment of Purchase Price. Participant has previously paid Lender On Closing Date the Purchaser shall pay to the Seller the sum of Three Hundred Thousand One Hundred Dollars ($8,405,785.64 300,100.00) for the items set forth in paragraphs 2(a) and 2(d), less the amount of Five Thousand Dollars ($5,000.00), the xxxxxxx money paid and eighty percent (80%) of the estimated value of the items mentioned in paragraphs 2(b), 2(c) and 2(e), but in no event more than Three Million Three Hundred Sixty Thousand Dollars ($3,360,000.00). As soon as the inventory is extended and agreed upon and the total dollar value of the items set forth in paragraphs 2(b), 2(c), 2(d) and 2(e) is established, but in no event later than ten (10) working days after Closing Date, the Purchaser shall pay the unpaid balance of the total purchase of its undivided Participation in price. Thirty (30) working days after Closing Date, Purchaser shall pay the Shared Committed AmountSeller the adjustments, if any, on adjustable items such as utilities and rentals. The foregoing purchase price represents ParticipantPurchaser agrees that it shall turn over to the Seller the Seller's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as proportionate part of the date of the Original Participation Agreementcigarette marketing sales rebates, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior if any, that were earned to the date Date of the Original Participation Agreement with respect Closing and paid to Purchaser. Such funds shall be turned over to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance Seller with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than an accounting within five (5) business days after of their receipt. The Purchaser shall remit to the delivery Seller the dollar amount of credit for goods returned for credit by Seller prior to Date of Closing and for which the credit can only be used by purchasing goods. At Closing, the Purchaser shall pay the Seller the amount of credits the Seller has on the major advertised cigarette brands. On all other credits of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of Seller the total Purchaser shall pay the Seller the amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 credits at the end of any month, at the month in which time Participant shall deliver to Lender Participant's share the credits were used. A list of such net Shared Committed Advances in accordance with credits will be furnished by the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect Seller to the Shared Committed Amount under Purchaser. The parties at the Line time of Credit Note or taking the inventory, will determine the credited merchandise that the buyer will accept. If there is a credit that belongs to the Seller that the Purchaser cannot use, the Seller shall have the right to have the Purchaser purchase goods against the credit, providing the Seller will buy the goods purchased from the Purchaser. This sale of merchandise by the Seller will not violate any Shared Committed Advances shall be effective as Agreement Not To Compete by the principals of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSeller.

Payment of Purchase Price. Participant has previously paid Lender The Buyer shall pay the sum of $8,405,785.64 for the purchase of its undivided Participation Purchase Price in the Shared Committed Amount. following manner: (a) The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant Cash Payment shall be obligated paid on the Closing Date in cash. Any cash to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments be paid shall be sent by wire transfer of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later the Seller pursuant to the written wire transfer instructions delivered by the Seller to the Buyer not less than five (5) business days after prior to the delivery scheduled Closing Date. If the Seller desires to use a portion of such initial cash payment to release any liens on the assets, written pay-off letters and appropriate wire transfer instructions must be delivered to KTI not less than five business days prior to the scheduled Closing Date. (b) Shares of KTI Common Stock having a fair market value of Two Million Five Hundred and no/100 Dollars ($2,500,000.00) shall be issued to the Seller on the Closing Date. The number of shares to be issued and delivered shall be computed by dividing Two Million Five Hundred Thousand and no/100 Dollars ($2,500,000.00) by the average closing sale price per share of KTI's Common Stock for the ten-day period immediately preceding the day before the Closing Date. KTI will also execute and deliver a registration rights agreement relating to such shares of Common Stock in substantially the form of Exhibit C hereto (the "Registration Rights Agreement") (c) The Incentive Payment shall be paid to the Seller in the manner and at the time specified in Section 2. 1. The Seller shall provide written instructions as to the name in which such shares are to be registered, the taxpayer identification number of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) proposed registered owner of the total amount stock and such owner's address for dividends. Instructions for registration must be in writing and delivered to the Buyer not less than five business days prior to the scheduled payment date. (d) In addition to the payments referred to in Section 2.4 (a), (b), and (c) above, on the Closing Date, the Buyer shall also make the following payments on behalf of the net Shared Committed Advance paid Seller: (i) The Buyer shall make a payment of $650,000.00 to Valley National Bank, which currently is providing the Buyer with a line of credit (the "Line of Credit"); provided, that such payment shall only be made if (i) the amount owed by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed Seller on the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount Closing Date under the Line of Credit Note or any Shared Committed Advances is not greater than $972,000.00 and (ii) the Seller provides such evidence as the Buyer shall be effective as reasonably request to demonstrate that the Seller is paying the remaining balance of the day Line of Credit on the purchase price Closing Date. (ii) The Buyer shall make a payment of $100,000.00 to Valley National Bank, which currently is providing the Buyer with a loan with a principal amount of $115,000.00; provided, that such payment shall only be made if (i) the amount owed on such loan on the Closing Date is not greater then $115,000.00, and (ii) the Seller provides such evidence as the Buyer shall reasonably request to demonstrate that the Seller is paying the remaining balance of the loan an the Closing Date. (iii) The Buyer shall make a payment of approximately $50,600.00 to two lenders for two vehicles presently used by Messrs. Ferdxxxxx Xxxxxxxxxx xxx Vincxxx Xxxxxxx. xx full payment of the Seller's debt relating thereto (with any amount owed in excess thereof being the sole responsibility of the Seller). At Closing, the Seller shall convey title to such Participation interest is received by Lender. The obligation of Participant vehicles to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderMessrs. Ferdxxxxx Xxxxxxxxxx xxx Vincxxx Xxxxxxx (xxe "Vehicle Conveyance").

Payment of Purchase Price. Participant has previously paid Lender (a) At the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Closing Buyer shall pay to Seller an amount equal to the date Purchase Price by wire transfer of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later an account designated by Seller. 4 (b) If Buyer delivers to Seller the Acceptance Notice referred to in Section 2.2(d) or fails to deliver an Objection Notice within the thirty (30) day period required by Section 2.2(d), then (i) in the event the Final Net Worth is less than five the Target Net Worth, Seller shall within two (52) business days after the delivery of such Acceptance Notice or the monthly accounting required under Section 9 expiration of such thirty (or such other date30) day period, as mutually agreed the case may be, pay to Buyer, the amount, if any, by Lender and Participantwhich the Target Net Worth exceeds the Final Net Worth, or (ii) in an amount equal the event the Final Net Worth exceeds the Target Net Worth, Buyer shall within two (2) business days after the delivery of such Acceptance Notice or the expiration of such thirty (30) day period, as the case may be, pay to fifty percent Seller the amount, if any, by which the Final Net Worth is greater than the Target Net Worth. Alternatively, if Buyer delivers to Seller the Objection Notice referred to in Section 2.2(c), within two (50%2) business days after such delivery, (y) Seller shall pay to Buyer the amount, if any, by which the undisputed portion of the total Final Net Worth is less than the Target Net Worth, or (z) Buyer shall pay to Seller the amount, if any, by which the undisputed portion of the Final Net Worth is greater than the Target Net Worth provided that in no event shall the amount be greater than $750,000. Within two (2) days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Objection Notice, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, the amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect further adjustment required. (c) Any payment pursuant to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Section 2.3(b) shall be carried over to the following month made by certified or months until they equal or exceed $1,000,000.00 bank cashier's check, or, at the end of any monthrecipient's option, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line transfer of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable immediately available funds and shall be absolute and unconditional under any and all circumstances and irrespective accompanied by payment of any setan amount determined by computing simple interest on the amount of that payment at the rate of interest announced publicly by Bank of America in San Francisco from time to time as its "reference rate" (on the basis of a 365-off, counterclaim or defense day year) from the Closing Date to payment that Participant may have or have had against Lenderthe date of payment.

Payment of Purchase Price. Participant has previously paid Lender (a) The purchaser of any Stock under this Section 5 shall have the sum option to pay the Purchase Price in one of $8,405,785.64 two methods. The first method, called Option 1, shall consist of full payment of the Purchase Price by a wire transfer of immediately available federal funds to a bank account designated by the Selling Shareholder upon a date mutually selected by the Selling Shareholder and the purchaser which is not more than ninety (90) days after the determination of the Purchase Price as hereinbefore provided (such date being herein referred to as the "Closing Date"). Upon receipt of the Purchase Price on the Closing Date, all interest of the Selling Shareholder in the Stock being sold shall terminate, and the Selling Shareholder shall cease to have any further rights as a Shareholder in the Stock being sold. At the Closing or the Closing Date, the Selling Shareholder shall deliver to the purchaser a certificate or certificates duly endorsed for transfer representing all of the Stock being sold on that date by the Selling Shareholder. (b) The second method of payment for Stock called Option 2 shall consist of paying not less than ten percent (10%) of the total Purchase Price in cash on the Closing Date, and by giving the Selling Stockholder the purchaser's promissory note for the purchase balance of its undivided Participation the Purchase Price in not more than 120 equal monthly installments of principal. Simple interest on the Shared Committed Amountunpaid principal balance of the Purchase Price shall accrue from the Closing Date and shall be payable monthly at the base rate of interest established by Bank of America, N.A., as such rate may change from time to time, but in no event less than the minimum rate of interest that is required under the Internal Revenue Code and the regulations thereunder to avoid the imputation of a higher rate. The foregoing purchase price represents Participant's Participation Percentage in first installment of principal and interest shall be due on the outstanding first day of the first calendar month following the Closing Date, and such installments shall continue on the first day of each month thereafter until the entire principal balance under the Shared Committed Amount as together with interest thereon have been paid, but in any case for a period of not more than ten (10) years from the date of the Original Participation Agreementfirst installment. The purchaser's promissory note shall provide that such note shall be payable in full (i) upon the sale of all or substantially all of the assets used by MNG or its direct or indirect subsidiaries in the operation of their business, less Participant's Participation Percentage in origination fees (ii) upon the sale of $150,000 paid 50% or more of the then outstanding Stock of MNG within any 180 day period, or (ii) upon the offering of any equity securities by Borrowers prior MNG or any subsidiary of MNG for sale to the public after the date hereof. As used in this paragraph, the term "sale" includes an exchange of assets or Stock for assets or stock, whether or not gain or loss attributable to such transaction is recognized for federal income tax purposes. However, the term "sale" shall not include any transaction by which the Stock or assets of MNG become owned by any parties to this Agreement or any Transferee permitted under Section 3 hereof or any corporation or other entity that is wholly owned by one or more of the Original Participation Agreement parties to this Agreement. If the purchaser elects Option 2, in order to secure the performance by the purchaser of the obligations under his or its promissory note, the purchaser shall place the stock certificate or certificates representing the Stock purchased in escrow with the law firm of Hughes Hubbard & Reed LLP, 0000 X Sxxxxx, N.W., Xashingtxx, X.X. 00000-0000, xx xxxx xxxxx xxxxxx xx xxxity as shall be mutually acceptable to the purchaser and seller, as escrow agent (the "Escrow Agent"), with stock powers duly endorsed in blank, as security for the payment of the unpaid principal balance and interest on the purchaser's promissory note. The Escrow Agent may require the purchaser and seller to execute and deliver an escrow agreement more fully outlining the obligations of the Escrow Agent and otherwise containing terms and conditions typically found in escrow agreements in commercial transactions and not inconsistent with this Agreement. The promissory note given by each purchaser shall provide that upon default in payment of any installment of principal or interest if such default shall continue for more than thirty (30) days after written notice of default has been given to the purchaser by the holder of the note, the holder of the note at that time may inform the Escrow Agent in writing of the default, and thereupon, the Escrow Agent shall deliver the stock certificates and accompanying stock powers to the holder of the promissory note. Upon such delivery (1) all obligations of the Escrow Agent to all of the parties hereunder shall cease and (2) the holder of the promissory note shall be entitled to pursue whatever remedies it may have in law or equity against the purchaser. Voting and dividend rights (other than the rights to any liquidating dividend) with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant pledged Stock shall be obligated to remit to Lender Participant's Participation Percentage vested in the purchaser while such Shared Committed Advances Stock is held in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments escrow and until there has been a default in payment of interest or principal with respect to the Participation Loan by $1,000,000.00 or more, Participant promissory note. All Stock pledged hereunder and all the accompanying stock powers shall deliver immediately available funds be returned to Lender no later than five (5) business days after the delivery purchaser upon full satisfaction of the monthly accounting required under Section 9 (or such other datepromissory note. In addition to the provisions for payment contained above in this Section, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total purchaser, at its sole option, may prepay any amount of principal or interest due on the net Shared Committed Advance paid by Lender during such monthpurchaser's promissory note at any time, without penalty. If during any calendar month Any prepayment shall be applied against the aggregate Shared Committed Advances exceed remaining principal installments due under the aggregate repayments of principal with respect note to the Participation Loan, but by less than $1,000,000.00, Selling Shareholder in the inverse order in which such net Shared Committed Advances installments fall due. Any prepayment shall be carried over applied first to the following month or months until they equal or exceed $1,000,000.00 at the end of pay any monthinterest that is in arrears, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances and then shall be effective as of applied to reduce the day the purchase price for such Participation entire principal balance before any prepayment is applied to interest that is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation not in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderarrears.

Payment of Purchase Price. Participant has previously paid Lender At the Closing, Buyer shall deliver to Seller a wire transfer of immediately available funds (in United States dollars) equal to the sum of $8,405,785.64 for (i) the purchase of its undivided Participation in Other Assets Purchase Price and (ii) the Shared Committed AmountInventory/Receivables Advance (as defined below). The foregoing purchase price represents Participant's Participation Percentage in On the outstanding principal balance under 15th calendar day after the Shared Committed Amount as of Closing (or the date of first business day following such 15th calendar day, if such 15th calendar day is not a business day) (the Original Participation Agreement"Accounts Receivable Payment Date"), less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant Buyer shall deliver to Seller a wire transfer of immediately available funds (in United States dollars) equal to Lender no later than five (5) business days after the delivery remainder of the monthly accounting required under Section 9 (or such other dateAccounts Receivable Purchase Price, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances determined in accordance with the procedure set forth aboveterms of this Agreement. Participant On the 15th calendar day after the Closing (or the first business day following such 15th calendar day, if such 15th calendar day is not a business day) (the "Inventory Payment Date"), Buyer shall remit deliver to Seller a wire transfer of immediately available funds (in United States dollars) equal to the purchase price for its Participation in remainder of the Shared Committed Amount (including any Shared Committed Advance) by wire transferInventory Purchase Price, as determined in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit terms of this Agreement. The Inventory/Receivables Advance shall equal (i) [$7.9 million] in the event that the aggregate Inventory Purchase Price and Accounts Receivable Purchase Price, as determined pursuant to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under the provisions of this Agreement wixx xxxxect as of a date not less than 15 nor more than 20 days prior to the Shared Committed Amount under Closing Date equals or exceeds $7.9 million or (ii) the Line amount of Credit Note or any Shared Committed Advances shall be effective the aggregate Inventory Purchase Price and Accounts Receivable Purchase Price as determined pursuant to the provisions of this Agreement as of a date not less than 15 nor more than 20 days prior to the day Closing Date in the purchase price for event such Participation interest aggregate Inventory Purchase Price and Accounts Receivable Purchase Price is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderless than $7.9 million.

Payment of Purchase Price. Participant has previously (a) On July 1, 2011, the Purchaser paid Lender to the sum Shareholders a deposit of Two Hundred Fifty Thousand Dollars ($8,405,785.64 for 250,000.00) (the purchase “Deposit”). Provided that the Closing occurs on or before July 31, 2011, the Deposit shall be applied toward the Initial Cash Consideration, reducing the amount of cash to be paid to the Shareholders on the Closing Date to $20,052,000, plus or minus the Estimated Working Capital Deficit/Surplus, as the case may be. If the Closing occurs after July 31, 2011, the Purchase Price and the Initial Cash Consideration shall each be increased by the amount of the Deposit. (b) On the Closing Date, the Purchaser shall pay or cause to be paid to the Shareholders the Initial Cash Consideration and shall issue to the Shareholders the Equity Consideration, and the Company shall issue the Company Note. (c) On or before March 31, 2013 or another date mutually agreed upon by Purchaser and the Shareholders, the Purchaser shall prepare and deliver to the Shareholders a written statement of its undivided Participation calculation in reasonable detail of the Shared Committed AmountEarn-Out, or lack thereof, including an Earn-Out Threshold Adjustment, if any, based upon the components of EBITDA set forth under Exhibit 1.2(d) (the “Earn-Out Calculation Statement”). Upon ten days’ advance notice, Purchaser shall provide Shareholders and their representatives with full access, during regular business hours, to the books, records and accounts of the Company to enable the Shareholders and their representatives to audit the Purchaser’s calculation of EBITDA and the Earn-Out. The foregoing purchase price represents Participant's Participation Percentage in Shareholders shall have thirty (30) days following the outstanding principal balance under the Shared Committed Amount as date they complete their audit of the date Purchaser’s Earn-Out calculation, to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in writing in reasonable detail their own proposed calculation of the Original Participation AgreementEarn-Out and support therefor (the “Earn-Out Dispute Notice”). Within five (5) Business Days following Purchaser’s delivery of Earn-out Calculation Statement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Purchaser shall pay to the date Shareholders the Earn-out calculated by Purchaser or, in a challenge scenario, the undisputed portion, with the balance of the Original Participation Agreement with respect disputed portion paid as set forth below. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Earn-Out (including any dispute regarding the applicability or amount of any Earn-Out Threshold Adjustment) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by a nationally recognized accounting firm or a financial advisor mutually selected by the Purchaser and the Shareholders (the “Accounting Referee”), provided, that the Accounting Referee’s work shall be limited to accepting either the Earn-Out Calculation Statement, or the Earn-Out calculation proposed by the Shareholders. The Accounting Referee’s determination regarding the Earn-Out shall be final and binding on the parties to this Agreement. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees and expenses of the Accounting Referee for its work performed pursuant to this Section 1.3(c) shall be borne by the non-prevailing party. Within five (5) Business Days following the determination of an Earn-Out by the Accounting Referee, the Purchasers shall pay to the Shared Committed Amount. During each calendar month during Shareholders an amount equal to the term Earn-Out. (d) All payments required under Section 1.3 or any other provision of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant Agreement shall be obligated to remit to Lender Participant's Participation Percentage made in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments cash by wire transfer of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, bank account as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over designated in writing by the Person to which the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest applicable payment is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderdue.

Payment of Purchase Price. Participant has previously paid Lender the sum The closing of $8,405,785.64 for the purchase shall take place at the principal place of its undivided Participation business of the Company, or at such other place as the parties may agree, and at a time and date designated by the parties. Unless the parties mutually agree otherwise, the purchase price shall be paid in eight (8) equal and consecutive quarterly installments of principal and interest beginning ninety (90) days after the death and/or disability, attempted transfer or event of dissociation, and the determination of the purchase price has been made. The purchase price shall be evidenced by a promissory note made by the purchaser(s) to the order of the seller and shall bear interest at the prime rate as published in the Shared Committed AmountWall Street Journal at the date of the sale or, if greater, the rate of interest applicable under Section 1274 of the Code. Payments may be anticipated, in whole or in part, at any time and from time to time, without penalty. The foregoing note shall provide that upon default of any payment of interest or principal, the note shall become due and payable immediately, at the option of the holder of the note. Upon payment of the purchase price, the Withdrawing or Dissolving Member's Membership Share (or any portion thereof) shall be conveyed to the purchaser(s). Until the purchase price represents Participantis paid in full, the seller's Participation Percentage Membership Share shall be held by the seller as collateral security for payment of the note, but in no case may the seller participate in the outstanding principal balance under management of the Shared Committed Amount Company as long as the note is not in default. Any closing adjustments which are then usual and customary shall be made between the seller and the purchaser(s) on and as of the date of closing. The seller shall pay any transfer, gains or similar taxes arising out of or in connection with the Original Participation Agreement, less Participant's Participation Percentage sale and transfer of his Membership Share. Except as specifically provided in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant such sale shall be obligated subject to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery all liabilities and obligations of the monthly accounting required under Section 9 (Company, matured and unmatured, absolute or contingent. All Members agree to execute and deliver all certificates and other instruments reasonably necessary to effectuate any transaction contemplated herein. Without limiting the foregoing, any Member transferring his Membership Share shall transfer such other date, as mutually agreed by Lender interest free and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end clear of any monthliens, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note encumbrances or any Shared Committed Advances shall be effective as interests of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable third party and shall execute or cause to be absolute and unconditional under executed any and all circumstances documents required to fully transfer good and irrespective clear title to such Membership Share to the purchaser(s), including, but not limited to, any documents required to release any interest of a Member's spouse or any set-off, counterclaim or defense to payment that Participant other party who may have or have had against Lenderclaim an interest in such Member's Membership Share.

Payment of Purchase Price. Participant has previously paid Lender a. In the sum event of $8,405,785.64 for a sale of Buyer, either through the purchase sale of all or substantially all of its undivided Participation assets which it acquired from Seller as a result of the Asset Purchase Agreement and/or this Agreement, or a transaction or series of related transactions pursuant to which the members of Buyer cease to own the majority of the outstanding membership interest of Buyer or its acquirer or successor (any such sale of Buyer, a "Sale"), in which the Shared Committed Amount. The foregoing cash purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as payable to Buyer or TSP upon completion of the date Sale is at least US$2,500,000, Seller shall become entitled to receive the remaining balance of the Original Participation amount described in Paragraph 2(b) of the Asset Purchase Agreement, within five business days following completion of the Sale or at such later time as may be agreed between Buyer and Seller. b. In the event of a Sale in which the cash purchase price payable to Buyer or TSP upon completion of the Sale is less Participant's Participation Percentage than US$2,500,000, Seller, on the one hand, and Buyer or TSP, on the other hand, agree to confer in origination fees of $150,000 paid by Borrowers good faith prior to the date closing of such Sale for the purpose of arriving at a definitive written agreement regarding the allocation of the Original Participation Agreement with respect purchase price between Buyer or TSP, on the one hand, and Seller, on the other hand. c. Buyer and TSP covenant that neither of them will enter into any agreement contemplating a Sale referred to in subparagraph 6(b) above unless such agreement requires, as a condition precedent to the Shared Committed Amount. During each calendar month during the term closing of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, howeversuch Sale, that Participant Seller shall have executed an agreement contemplated by subparagraph 6(b) above regarding the allocation of the purchase price in such Sale. d. If the terms of the payment of the purchase price for any Sale do not provide for full payment on the closing of such Sale, then any such Sale agreement shall provide, in addition to its other terms, that Seller shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal entitled to fifty percent (50%) of the total amount purchase price money payable to Buyer or TSP after the closing of such Sale, when payable, until the remaining balance of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances amount described in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed AdvanceParagraph 2(b) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation Asset Purchase Agreement has been paid in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderfull.

Payment of Purchase Price. Participant has previously (a) At the Closing, Buyer shall pay to Seller (subject to adjustment as provided in Section 1.3(b)) the Purchase Price, which shall be paid Lender in the sum form of (i) a certificate representing 2,000,000 shares of Parent Common Stock (the "Common Stock"), (which solely for the purposes of this Section 1.3(a) shall be deemed to have an aggregate value of $8,405,785.64 for 20,000,000) and (ii) the purchase balance in cash. In the event of its undivided Participation any change in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of Common Stock between the date of this Agreement and the Original Participation AgreementClosing by reason of any stock dividend, less Participant's Participation Percentage stock split, subdivision, reclassification, recapitalization, combination, exchange of shares or the like (an "Adjustment Event"), the number of shares of Common Stock referenced in origination fees Section 1.3(a)(i) shall be appropriately adjusted so that Seller will receive the same proportionate amount of $150,000 paid by Borrowers the Common Stock Seller was entitled to receive immediately prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than Adjustment Event. (b) Within five (5) business days after the delivery determination of the monthly accounting required under Section 9 Final Working Capital Statement (or such other date, as mutually agreed by Lender and Participanthereinafter defined) in accordance with Section 1.5 hereof, (i) if the amount of the Closing Date Working Capital (as hereinafter defined) calculated in accordance with Section 1.5 is less than 97% of the Target Working Capital (as hereinafter defined), then Seller shall pay to Buyer an amount equal to fifty percent (50%) the difference between 97% of the total Target Working Capital and the Closing Date Working Capital plus interest or (ii) if the amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances Closing Date Working Capital calculated in accordance with Section 1.5 is greater than 103% of the procedure set forth aboveTarget Working Capital, Buyer shall pay to Seller an amount equal to the difference between 103% of the Target Working Capital and the Closing Date Working Capital plus interest. Participant Any payment under this Section 1.3(b) shall remit include interest on the purchase price for its Participation amount of that payment at the prime rate of interest (as published in the Shared Committed Amount "Money Rates" table of The Wall Street Journal on the Closing Date) beginning on the Closing Date (including as hereinafter defined) and ending on the date of any Shared Committed Advancesuch payment. Any payments required under this Section 1.3(b) shall be paid in cash. (c) All cash payments required under this Section 1.3 shall be made by wire transfer, transfer of immediately available federal funds to such bank account(s) as shall be designated in accordance with writing by the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect recipient at least three days prior to the Shared Committed Amount under Closing or promptly upon the Line of Credit Note or any Shared Committed Advances shall be effective as determination of the day Final Balance Sheet (as hereinafter defined), as the purchase price for such Participation interest is received by Lendercase may be. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and Section 1.4 Target Working Capital. "Target Working Capital" shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderequal $15,289,000.

Payment of Purchase Price. Participant has previously (a) Purchaser shall pay to Seller, for any month after Closing, the net of (i) any Accounts Receivable collected by the Company during such month, (ii) less Accounts Payable paid Lender during such month and (iii) less the sum of $8,405,785.64 25,000 for the purchase months of its undivided Participation in January through June 2005, until all Accounts Receivable are collected or, from an accounting standpoint, written off and all Accounts Payable are paid or excused. If the Shared Committed Amountforegoing net amount is a negative number for any month, Seller shall pay such amount to Purchaser. Payment by Purchaser (or Seller) shall be made on the 15th day of the month following each month for which the above payments are calculated, except that payment for January 2005 shall be made on February 28, 2005. The foregoing purchase price represents Participant's Participation Percentage Purchase Price is thus contingent on collection by Purchaser of Accounts Receivable. Purchaser and Company agree not to assign any Accounts Receivable, compromise or settle any Accounts Receivable, or to take any other action that would delay or prevent the collection of any such Accounts Receivable by the Company, without the prior written consent of Seller. Purchaser agrees to diligently pursue the collection of each Account Receivable, to report to Seller by the close of business Monday of each week the results of collection activity for the immediately preceding week, to promptly provide to Seller a copy of each item of written correspondence to or from each customer regarding payment or non-payment of any Account Receivable, and to respond to reasonable inquiry made by Seller from time to time on the status of collections. Seller shall be entitled, in furtherance of the outstanding principal balance under collection process, to contact the Shared Committed Amount obligor on any Account Receivable that Seller reasonably deems to be a slow pay account. In consideration for its diligent pursuit of collections, Purchaser shall be entitled to retain a collection fee on each Account Receivable collected, as follows (based on the age of such receivable as of December 14, 2004): 5% on each receivable aged 0-30 days or accrued on or after December 14, 2004, 15% on each receivable aged 31-60 days, 20% on each receivable aged 61-90 days, and 35% on each receivable aged 91-120 days. For the date purposes of the Original Participation Agreementforegoing, less Participant's Participation Percentage any Retainage amounts shall be treated as receivables aged 0-30 days, irrespective of the actual duration of the Retainage. Receivables aged greater than 120 days as of December 14, 2004 shall not be counted in origination fees of $150,000 paid by Borrowers prior determining the Purchase Price. Company shall be entitled to engage third parties to assist in collection efforts, such as attorneys or collection agencies, subject to the date prior written approval of Seller respecting collection agency or attorney and their respective fees, and in such event the amount of the Original Participation Agreement Account Receivable collected, for all purposes hereunder (including calculation of the percentage collection fee due Purchaser) shall be determined net of the third party collection fee described in this sentence. In the event that the Company is released in any month from any amount of any Account Payable existing as of Closing (or Purchaser agrees to excuse Seller from reimbursement for such amount), Purchaser shall be entitled to a credit (or payment) of 50% of any amount so released. Purchaser shall cause the Company to assign to Seller any Accounts Receivable which are uncollected 12 months after the Closing Date. (b) Notwithstanding anything herein to the contrary, with respect to Service Agreements of the Shared Committed Amount. During each calendar month during Company, in the term event that the Company has with any service customer and/or its Affiliates (i) Accounts Receivables for which payments are due Seller hereunder and (ii) accounts receivable for which no payments are due Seller, herunder, all payments received by the Company arising out of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant such Service Agreements from any such service customer and/or its Affiliates shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2allocated first to, and credited toward, Accounts Receivable for which payments are due Seller hereunder. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery For purposes of the monthly accounting required under Section 9 (or such other dateforegoing, as mutually agreed by Lender a “Service Agreement” shall mean any agreement between the Company and Participant) in an amount equal to fifty percent (50%) owner of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share a facility for regularly scheduled maintenance of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note facility or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderportion thereof.

Payment of Purchase Price. Participant has previously paid Lender (a) On the Closing Date, the Purchaser and the Stockholder shall pay to the Bank, in U.S. Dollars, either in cash or by wire transfer in immediately available funds, the Purchase Price as follows: (i) the sum of $8,405,785.64 for 150,000.00 (the purchase "Initial Payment"). The Initial Payment shall, be non-refundable and shall be credited against the outstanding balance of its undivided Participation the Revolving Note; and (ii) the balance of the Purchase Price shall be payable pursuant to the terms of a Promissory Note substantially in the Shared Committed Amountform of Exhibit A, annexed hereto (the "Note") pursuant to which Purchaser and Stockholder shall jointly and severally agree to pay to the order of the Bank, the sum of $1,350,000.00 on or before October 30, 1998 (the "Maturity Date"), with interest only payable monthly until the Maturity Date at the Base Rate of the Bank plus one (1%) percent. The foregoing purchase price represents ParticipantMonthly payments of interest made pursuant to the Note shall be credited against the Company's Participation Percentage in the outstanding principal balance monthly obligations under the Shared Committed Amount as Revolving Note. Upon payment in full of the date of Note on the Original Participation AgreementMaturity Date, less Participant's Participation Percentage the Bank will discharge its liens against the Collateral. (iii) Purchaser and Stockholder agree that in origination fees of $150,000 paid by Borrowers prior addition to this Agreement and the Note, they shall execute a security agreement, subordination agreement and financing statements on Form UCC- 1, all in form acceptable to the date of Bank, to evidence and/or secure such indebtedness (collectively with the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of Note and this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender "Settlement Documents"). (b) Purchaser and Participant; providedStockholder jointly and severally acknowledge and agree that, however, that Participant shall be obligated subject to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery satisfaction of the monthly accounting required under Section 9 (or such other dateconditions precedent to Closing and performance by Bank hereunder, as mutually agreed by Lender all of Purchaser's and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender ParticipantStockholder's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation obligations under this Agreement wixx xxxxect to and the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and other Settlement Documents shall be absolute and unconditional under any and all circumstances and irrespective of the amounts evidenced by the Note and all other amounts payable by Purchaser and Stockholder under this Agreement shall be paid without notice or demand and without any set-offabatement, reduction, suspension, diminution, deferral, setoff, defense, counterclaim or defense recoupment whatsoever, including, without limitation, any abatement, reduction, suspension, diminution, deferral, setoff, defense, counterclaim or recoupment due or alleged to payment that Participant be due to, or by reason of, any past, present or future claims which Purchaser and/or Stockholder may have against the Company, the Bank, any other Obligor or any other Person or entity, either under this Agreement or otherwise, for any reasons whatsoever; nor, be otherwise affected for any reason whatsoever, including any defect of title in or damage to or loss of possession or loss of use or destruction of the Collateral or any part or item thereof, any liens or rights of others with respect to the Collateral or any part or item thereof, any prohibition or interruption of or other restriction against Purchaser's or Stockholder's use, operation or possession of the Collateral or any part or item thereof, or any interference with such use, operation or possession by any person or entity (including without limitation confiscation, requisition or other taking by any governmental authority, any person acting under governmental authority or otherwise, or action of any public or private person whether by eviction by paramount title or for any other reason whatsoever), the invalidity or unenforceability or lack of due authorization of this Agreement, or any other agreement executed in connection herewith, any defect in the title to, compliance with plans or specifications for condition, design or fitness for use of all or any of the Collateral, any insolvency, bankruptcy, reorganization or other proceeding against the Company or any other Obligor or any other Person or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention and agreement of the parties hereto, and the basis of the bargain, that the amounts evidenced by the Note and other amounts payable by Purchaser and/or Stockholder under this Agreement and the other Settlement Documents shall continue to be payable (and shall be payable) in all events in the manner and at the times provided herein. To the extent permitted by applicable law, Purchaser and Stockholder hereby waive any and all rights which either may now have had against Lenderor which at any time hereafter may be conferred upon either of them by statute or otherwise, to terminate, cancel, quit or surrender this Agreement. Each payment made by the Purchaser and/or Stockholder hereunder and the under the other Settlement Documents shall be final and Purchaser and/or Stockholder shall not seek to recover all or any part of such payment (except for any excess payment made in error) from Bank, or any holder or former holder of the Loan Documents for any reason whatsoever. Without limiting the generality of the foregoing, Purchaser and Stockholder covenant that each will remain obligated under this Agreement and the other Settlement Documents in accordance with its and their terms, and will not take any action to terminate, rescind or avoid this Agreement and the other Settlement Documents for any reason, notwithstanding any insolvency, bankruptcy reorganization or other proceeding affecting the Company or any other Obligor, or any property of the Company or any other Obligor or any action which may be taken by any receiver, trustee or liquidator (or other similar official) or by any court.

Payment of Purchase Price. Participant has previously paid Lender (a) At the sum Closing Buyer ------------------------- shall pay to Seller an amount equal to the Closing Payment, as calculated in accordance with Section 2.3(b). (b) At the Closing Seller shall provide to Buyer an estimated balance sheet of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount Company as of the Computation Date (the "Closing Balance Sheet"), together with a certification by the chief financial officer of Seller, or another executive officer serving in a similar capacity, that, to the best of his Knowledge, the Closing Balance Sheet has been prepared in accordance with statutory accounting practices prescribed or permitted by the Delaware Insurance Department (including all rules and regulations applicable thereto), consistently applied with the practices utilized in the preparation of the Insurance Annual Statements as of December 31, 1998. In addition, Seller shall provide to Buyer an estimate of the Purchase Price based on the provisions of Section 2.2 and the Closing Balance Sheet. An amount equal to such estimated Purchase Price (the "Closing Payment") shall be paid by Buyer to Seller at the Closing. (c) As soon as practical but in no event more than sixty (60) days after the Closing Date, Seller shall deliver to Buyer a balance sheet of the Company as of the Computation Date (the "Final Balance Sheet") and a statement of the Purchase Price calculated as of the Computation Date (the "Closing Statement") in the manner provided in this Agreement. In preparing the Final Balance Sheet and the Closing Statement and in computing the Purchase Price, the Tax liabilities of the Company (i) shall be those accruable as of the Computation Date determined in a manner consistent with Seller's past practices as if the Computation Date were the last day of a separate tax year and (ii) shall not include any Tax liabilities arising from the business of the Company after the Computation Date or any actions (including elections) of the Company or Buyer on or after the Closing or other events after the Computation Date. In no event shall the Closing Statement include any liability for reinsurance claims or losses not Known by the Company on the date of this Agreement nor shall Seller have any liability under Article IX or otherwise for such claims or losses, other than reserves or claims liabilities established by the Original Participation Company in accordance, and consistent, with the Insurance Annual Statements for the year ended December 31, 1998 for claims Known on the date hereof and other than as expressly provided in Section 5.18 or Section 7.6 with respect to Post-execution Claims. For purposes of this Agreement, less Participantif reserves or claims liabilities under Reinsurance Treaties or Retrocession Agreements, including, without limitation, the reserves or claims liabilities relating to accident and health reinsurance, of the Company established in accordance with the Company's Participation Percentage current reserving practices are insufficient, Seller shall not have any liability to Buyer or the Company therefor nor shall the Purchase Price be reduced therefor. Without limiting the foregoing, Buyer agrees that if the Delaware Insurance Department requires that the reinsurance reserves or claims liabilities be increased with respect to any reported claims or other claims Known to the Company or Seller on the date thereof, including without limitation the reserves or claims liabilities relating to accident and health reinsurance, Seller shall not have any liability to Buyer or the Company therefor, including without limitation under Article IX hereof, nor shall the Purchase Price be reduced therefor. (d) If Buyer reasonably believes that the Final Balance Sheet and/or the Closing Statement were not computed in origination accordance with the standards set forth in Sections 2.3(b) and 2.3(c), Buyer shall so notify Seller within twenty (20) days after its receipt of the Final Balance Sheet and the Closing Statement, which notice shall specify the items to which it objects and the basis for such objection (the "Objection Notice"). If no Objection Notice is received by Seller within such twenty-day period, the Purchase Price set forth in the Closing Statement shall be final, conclusive and binding on all of the parties. If an Objection Notice is received by Seller within such twenty- day period, Buyer and Seller shall promptly attempt in good faith to reconcile the differences between the Final Balance Sheet and/or the Closing Statement and the Objection Notice and any such reconciliation shall be final, binding and conclusive. If Buyer and Seller are unable to reconcile the differences between the Final Balance Sheet and/or the Closing Statement and the Objection Notice within thirty (30) days after receipt of the Objection Notice by Seller, Buyer and Seller shall jointly select, engage and each pay one-half of the expenses of an independent nationally recognized accounting firm (the "Designated Accountants") experienced in auditing the financial statements of insurance companies to resolve any remaining differences and to determine the Purchase Price as of the Computation Date pursuant to such resolution and the undisputed items on the Final Balance Sheet and/or the Closing Statement. If Seller and Buyer cannot agree on the selection of the Designated Accountants within forty- five (45) days after receipt of the Objection Notice by Seller, the appointment of such Designated Accountants shall be submitted to the American Arbitration Association (the "Arbitrator") pursuant to their commercial arbitration rules. The decision of the Arbitrator as to the selection of the Designated Accountants shall be final and binding upon the parties and the fees of $150,000 paid the Arbitrator shall be borne equally by Borrowers Seller and Buyer. The Designated Accountants shall complete the resolution of such differences within thirty (30) days after being retained, and the resulting determination of the Purchase Price shall be final, binding and conclusive. The purchase price determined pursuant to this Section 2.3(d) and Section 2.3(c) shall constitute the final "Purchase Price". (e) For the purpose of making a final calculation of the Purchase Price and preparing the Final Balance Sheet and to fulfill its obligations under Section 2.3, Seller shall be given reasonable access to Buyer's or the Company's premises, systems, books and records. (f) On or prior to the fifth Business Day following the determination of the final Purchase Price pursuant to this Section 2.3, (i) if the Purchase Price exceeds the Closing Payment, Buyer will pay to Seller an amount equal to such excess, and (ii) if the Closing Payment exceeds the Purchase Price, Seller will pay to Buyer an amount equal to such excess; in either case, with interest from the Closing Date to the date of payment at a rate calculated based on a per annum rate computed on the Original Participation Agreement with respect basis of a 365 day year equal to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery average of the monthly accounting required under Section 9 (or high and low bid rates for 90-day federal funds on the Closing Date as such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation bid rates are published in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line Eastern edition of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderWall Street Journal.

Payment of Purchase Price. Participant has previously paid Lender The Purchase Price shall be payable as follows: (a) Within five (5) Business Days (as defined below) following the Effective Date, Purchaser shall make an initial deposit by wire transfer of immediately available funds in the sum of Two Million Five Hundred Thousand and No/100 Dollars ($8,405,785.64 for 2,500,000.00) (the purchase of its undivided Participation in “Deposit”) with Chicago Title Insurance Company (the Shared Committed Amount“Escrow Agent”). The foregoing purchase price represents Participant's Participation Percentage Deposit shall be deposited by Escrow Agent and maintained and/or disbursed in accordance with the outstanding principal balance under terms of this Agreement. The Deposit will be fully refundable during the Shared Committed Amount Due Diligence Period (as of defined below). In the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers event Purchaser elects to terminate this Agreement prior to the date Due Diligence Expiration Date (as defined below), then the Deposit shall be returned to Purchaser by the Escrow Agent within three (3) Business Day following Escrow Agent’s receipt of notice from Purchaser of its election to terminate this Agreement, after which neither Party shall have any further rights or obligations hereunder, other than those rights and obligations, if any, which specifically survive termination of this Agreement. In the Original Participation event Purchaser does not elect to terminate this Agreement with respect prior to the Shared Committed AmountDue Diligence Expiration Date, then the Deposit shall be non-refundable, except if the Closing fails to occur due to (i) a default by Seller, (ii) an event of condemnation occurs consistent with Section 12 herein, or (iii) an event of casualty occurs consistent with Section 13 herein, in which case the provisions of Section 3(c) shall control and shall be applied against the Purchase Price at Closing. (b) The Purchase Price shall be paid by wire transfer of immediately available funds at Closing. (c) If, following the Due Diligence Expiration Date, the Closing does not occur due to a breach of, or default under, this Agreement by Purchaser or its designee, which is not cured within ten (10) days after Seller’s delivery of written notice to Purchaser setting forth in reasonable detail the nature of such breach or default, then Seller may, as Seller’s sole remedy hereunder for such breach or default, terminate this Agreement and retain the Deposit, as liquidated damages, in which case, neither Party shall have any further rights, duties or obligations under this Agreement except for those rights and obligations, if any, which expressly survive termination of this Agreement. During each calendar month during Notwithstanding the term foregoing, Seller shall not be required to give Purchaser notice and an opportunity to cure in the event of a default by Purchaser in its obligations under Section 7(c) hereof. IN THE EVENT SELLER IS ENTITLED TO RETAIN THE DEPOSIT PURSUANT TO THE FOREGOING, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A BREACH OR DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES AND DOES NOT CONSTITUTE A PENALTY. (d) If, following the Due Diligence Expiration Date, the Closing does not occur due to a breach of, or default under, this Agreement by Seller, which is not cured within ten (10) days after Purchaser’s delivery of written notice to Seller setting forth in reasonable detail the nature of such breach or default, then Purchaser may either (i) enforce specific performance of this Agreement, Lender or (ii) terminate this Agreement and receive the return of the Deposit (or so much thereof as is then being held by Escrow Agent) and in which event Seller shall fund reimburse Purchaser for all Shared Committed Advances actual out-of-pocket expenses paid to third parties in connection with Purchaser’s due diligence work in an amount not to exceed Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), in which case neither Party shall have any further rights, duties or obligations under this Agreement except for the accounts those rights and obligations, if any, which expressly survive termination of both Lender and Participant; provided, however, that Participant this Agreement. Purchaser shall be obligated deemed to remit have elected to Lender Participant's Participation Percentage terminate this Agreement unless it has commenced an action for specific performance within thirty (30) days after the date on which the Closing fails to occur. (e) If, Purchaser has not delivered a timely Termination Notice to Seller pursuant to Section 4(g) below prior to the Due Diligence Expiration Date, and thereafter, the Closing does not occur and the failure to close is not due to either (i) a breach of, or default under, this Agreement by either Seller or Purchaser (which is addressed in such Shared Committed Advances Sections 3(c) and 3(d)), or (ii) a casualty or condemnation (which are addressed in accordance with Section 12 and Section 13), then this Agreement shall terminate and, unless this Agreement is terminated pursuant to Section 212 or Section 13, Seller shall be entitled to retain the Deposit, except if the failure to close is due to a Seller default under this Agreement in which event Purchaser shall be entitled to retain the Deposit, after which neither Party shall have any further rights or obligations hereunder, other than those rights and obligations, if any, which specifically survive termination of this Agreement. (f) The Parties hereto covenant and agree that in performing any of its duties under this Agreement, the Escrow Agent shall not be liable for any loss, costs, or damage which it may incur as a result of serving as the Escrow Agent hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. If during Accordingly, the Escrow Agent shall not incur any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal liability with respect to the Participation Loan by $1,000,000.00 (i) any action taken or more, Participant shall deliver immediately available funds omitted to Lender no later than five (5) business days after the delivery be taken in good faith upon advice of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal its counsel given with respect to any questions relating to the Participation Loanduties and responsibilities of the Escrow Agent hereunder, or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by less than $1,000,000.00a proper person or persons and to conform with the provisions of this Agreement. In the event of a dispute between the Parties hereto sufficient in the sole discretion of the Escrow Agent to justify it doing so, such net Shared Committed Advances the Escrow Agent shall be carried over entitled to tender unto the registry or custody of any court of competent jurisdiction the Deposit, together with such legal pleadings as it deems appropriate, and thereupon be discharged. This Agreement, together with such further instructions, if any, as the Parties shall provide to the following month or months until they equal or exceed $1,000,000.00 at Escrow Agent by written agreement executed by both Pxxxxxxxx and Seller and delivered to Escrow Agent, shall constitute the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect escrow instructions to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderEscrow Agent.

Payment of Purchase Price. Participant has previously paid Lender (a) On the sum of $8,405,785.64 for Closing Date, Purchaser shall pay Seller an amount equal to the purchase of its undivided Participation Purchase Price less the General Holdback and the Shareholder Non- Competition Payment. (b) On the Disbursement Date (as defined below), (i) if the Book Value stated in the Shared Committed Closing Statement exceeds the Base Amount. The foregoing purchase price represents Participant, Purchaser shall pay to Seller the General Holdback (less amounts retained by Purchaser to satisfy claims pursuant to Section 12 or paid or payable by ---------- Purchaser to a Tax Authority on Seller's Participation Percentage account) and the amount by which the Book Value stated in the outstanding principal balance under Closing Statement exceeds the Shared Committed Base Amount, or (ii) if Base Amount as exceeds the Book Value stated in the Closing Statement, Purchaser shall pay Seller the General Holdback less (A) the amount by which the Base Amount exceeds the Book Value stated in the Closing Statement and (B) amounts retained by Purchaser to satisfy claims ---------- pursuant to Section 12 or paid or payable by Purchaser to a Tax Authority on Seller's account. If the General Hold back is not sufficient to cover the amount, if any, by which the Base Amount exceeds the Book Value stated in the Closing Statement, Seller shall pay to Purchaser the amount of such deficiency on the date of that the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances Book Value is determined in accordance with this Agreement. Neither party shall be required to make any payment of any amount subject to arbitration pursuant to Section 22.2 until the ----------- conclusion of such arbitration. If during any calendar month The "Disbursement Date" shall mean the aggregate Shared Committed Advances exceed later of (i) the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days 120th day after the delivery of Closing Date, and (ii) the monthly accounting required under Section 9 (date Purchaser receives either a Tax Certificate showing that no Taxes are due from Seller or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of appropriate release documents from the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderproper Tax Authorities.

Payment of Purchase Price. Participant x. Xxxxxxxx has previously paid Lender SCOLP the sum of $8,405,785.64 15,000,000 for the purchase of its undivided Participation in the Shared Committed AmountParticipation Loan. The foregoing Trust has paid Lender the sum of $2,500,000 for the purchase price represents Participant's of its undivided Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed AmountLoan. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and each Participant; provided, however, that each Participant shall be obligated to remit to Lender such Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. . b. If during any calendar month the aggregate Shared Committed Advances multiplied by Xxxxxxxx'x Participation Percentage exceed the aggregate repayments of principal with respect to the Participation Loan multiplied by Xxxxxxxx'x Participation Percentage by $1,000,000.00 500,000.00 or more, Participant Xxxxxxxx shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and ParticipantXxxxxxxx) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such monthmonth multiplied by Xxxxxxxx'x Participation Percentage. If during any calendar month the aggregate Shared Committed Advances multiplied by Xxxxxxxx'x Participation Percentage exceed the aggregate repayments of principal with respect to the Participation LoanLoan multiplied by Xxxxxxxx'x Participation Percentage, but by less than $1,000,000.00500,000.00, such net Xxxxxxxx'x pro rata portion of the aggregate Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 500,000.00 at the end of any month, at which time Participant Xxxxxxxx shall deliver to Lender ParticipantXxxxxxxx'x share of such net Shared Committed Advances in accordance with the procedure set forth above. c. If during any calendar month the aggregate Shared Committed Advances multiplied by the Trust's Participation Percentage exceed the aggregate repayments of principal with respect to the Participation Loan multiplied by the Trust's Participation Percentage by $100,000.00 or more, the Trust shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and the Trust) in an amount equal to the total amount of the net Shared Committed Advance paid by Lender during such month multiplied by the Trust's Participation Percentage. If during any calendar month the aggregate Shared Committed Advances multiplied by the Trust's Participation Percentage exceed the aggregate repayments of principal with respect to the Participation Loan multiplied by the Trust's Participation Percentage, but by less than $100,000.00, the Trust's pro rata portion of the aggregate Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $100,000.00 at the end of any month, at which time the Trust shall deliver to Lender the Trust's share of such net Shared Committed Advances in accordance with the procedure set forth above. . d. Each Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan One, 000 Xxxxxxxx Xxxxxx, Detroit, MI 48226 ABA #072000326 000000000 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Home Services, Inc. Account #1530503 0000000 Each Participant's Participation under this Agreement wixx xxxxect with respect to the Shared Committed Amount under the Line of Credit Note Origen Notes or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of each Participant to provide Lender with the purchase price of such Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that such Participant may have or have had against Lender.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as Payment of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 Purchase Price as contemplated above shall be paid by Borrowers wire transfer in US Dollars in immediately available funds on the Closing Date to the account so designated by Sellers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and ParticipantClosing Date; provided, however, that Participant in the event that (a) at the time of Closing CME Media Enterprises B.V. or its Affiliates have sold, whether to SBS Broadcasting S.A. or its Affiliates or another Person, the convertible notes due December 10, 2001 issued by International Trading and Investment Holdings S.A. in the aggregate amount of US$40,000,000 (the "ITI Notes"), and US$12,500,000 of the proceeds from such sale (the "Escrow Amount") have been placed in escrow pursuant to Article III of the Option Agreement between SBS Broadcasting S.A. and Central European Media Enterprises Ltd. dated February 21, 2000 (the "Option Agreement"), then the Purchase Price shall be obligated paid as follows: (i) if the Purchase Price is greater than the Escrow Amount, the entire Escrow Amount shall be released to remit Sellers and, in addition, Purchaser shall pay to Lender Participant's Participation Percentage Sellers by wire transfer in such Shared Committed Advances US Dollars in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later the account so designated by Sellers prior to the Closing Date the difference between the Purchase Price and the Escrow Amount; and (ii) if the Purchase Price is less than five (5) business days after the delivery Escrow Amount, such portion of the monthly accounting required under Section 9 Escrow Amount equalling the Purchase Price shall be released to Sellers and the remainder of the Escrow Amount shall be released to Central European Media Enterprises Ltd.; or (b) at the time of Closing CME Media Enterprises B.V. or such other dateits Affiliates have not sold, as mutually agreed by Lender whether to SBS Broadcasting S.A. or its Affiliates or another Person, the ITI Notes, then at the Closing CME shall execute and Participant) deliver to Sellers the CME Promissory Note in an principal amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Purchase Price and shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall execute and deliver to Lender Participant's share of such net Shared Committed Advances in accordance with Sellers the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderPledge Agreement.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount Purchase Price (as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 adjusted pursuant to Section 8.08) shall be paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 Non-Defaulting Member (or such other dateMember's nominee(s)) at the closing, as mutually agreed by Lender in cash or one (1) or more certified or bank cashier's checks drawn and Participantmade payable to the order of the Defaulting Member for an amount equal to twenty percent (20%) (or more at the election of the Non-Defaulting Member) of the Purchase Price and a nonrecourse promissory note in an amount equal to fifty percent the balance of such Purchase Price executed by the Non-Defaulting Member (50%or such Member's nominee(s)). Any promissory note shall bear simple (non-compounded) interest at the then current prime rate as most recently reported by the Western Edition of the total amount Wall Street Journal (or, if less, the maximum non-usurious rate then permitted by law for such loans), and shall be repayable only from such funds as may thereafter be received by the Non-Defaulting Member on account of the net Shared Committed Advance paid Non-Defaulting Member's purchase of the Interest of the Defaulting Member hereunder, which funds would otherwise have been received by Lender during the Defaulting Member from the Company but for such monthpurchase. If during any calendar month Except for the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender ParticipantNon-Defaulting Member's proportionate share of such net Shared Committed Advances funds, the Defaulting Member shall have no recourse whatsoever against any other property or assets of the Non-Defaulting Member for the repayment of such promissory note. Until such time as all principal and accrued interest under such promissory note has been paid in accordance full, payments thereunder shall be made quarterly, commencing with the procedure set forth abovefirst calendar quarter from the date of closing. Participant Each such quarterly payment shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect be equal to the Shared Committed Amount Non-Defaulting Member's proportionate share of the aggregate amount of such funds received and collected by the Non-Defaulting Member (if any) that would have otherwise been received by the Defaulting Member but for such purchase during the calendar quarter period immediately preceding the date of such payment. All payments under such promissory note shall first be credited against accrued interest and thereafter against principal. Notwithstanding anything contained hereinabove to the Line contrary, if any such promissory note has not been paid in full (together with all accrued interest thereon) on or before the expiration of Credit Note or any Shared Committed Advances five (5) years from the date of closing, such promissory note shall be effective as of deemed canceled in full, and the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and Defaulting Member shall be absolute and unconditional under any and all circumstances and irrespective entitled to no further payments of any set-off, counterclaim principal or defense to payment that Participant may have or have had against Lenderinterest thereunder.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 Purchase Price shall be paid by Borrowers prior Buyer into the escrow for this Agreement ("Escrow") to be maintained by Chicago Title Insurance Company ("Escrow Holder") at the date Closing (as hereinafter defined) by wire transfer of the Original Participation Agreement immediately available funds in accordance with respect wiring instructions to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participantbe provided by Escrow Holder; provided, however, that Participant Buyer shall adjust the funds to be obligated wired pursuant to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 22.2 for the following: (i) the amount of credits due to Buyer, or debits due from Buyer (as the case may be) for prorations and other credits and debits hereunder, and (ii) the amount of the Xxxxxxx Money Deposit (as hereinafter defined) plus earnings thereon, to be released to Seller as part of the Purchase Price. If during any calendar month At the aggregate Shared Committed Advances exceed the aggregate repayments option of principal with respect Seller, such option to be exercised not later than ten (10) days prior to the Participation Loan by $1,000,000.00 or moreScheduled Closing Date ("Equity Election Date"), Participant shall deliver immediately available funds Seller may elect to Lender no later receive not more than twenty-five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (5025%) of the total amount Purchase Price in the form of operating partnership units of Ocwen Partnership, L.P. (the net Shared Committed Advance paid "Partnership"). The number of units to be received by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed Seller at the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Closing shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances calculated in accordance with the procedure set forth aboveterms of that certain Amended and Restated Agreement of Limited Partnership of Ocwen Partnership, L.P. (the "Partnership Agreement"). Participant Upon written request by Seller, Buyer shall remit deliver a copy of the purchase price for Partnership Agreement and any related documentation not later than one (1) week prior to the Equity Election Date. Seller agrees to execute and deliver or otherwise provide, as required or reasonably requested by Buyer, any and all documentation and instruments necessary in Buyer's or the Partnership's discretion to effect its Participation in admission to the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, Partnership as a limited partner in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as terms of the day Partnership Agreement and any applicable law, including without limitation any applicable state and federal securities laws. In the purchase price for event of such Participation election by Seller, Seller agrees to abide by the terms and provisions of the Partnership Agreement upon Seller's admission as a limited partner. Seller shall not, prior to Closing, assign this right to receive the interest is received by Lender. The obligation in the Partnership without the prior written consent of Participant to provide Lender with the purchase price Partnership, which consent may be withheld in the sole discretion of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderthe Partnership.

Payment of Purchase Price. Participant has previously paid Lender The Buyer shall pay the sum Purchase Price as follows: a. At Closing, Buyer will pay to Seller $91,353.31 in cash, issue 35,625 Shares ("Shares") of the Buyer's $8,405,785.64 0.001 par value common stock to Seller, cancel a $15,000 receivable due from Seller to Buyer and Buyer will pay to McDonald's $51,146.69 in cash as payment in full of all rents and other charges owed by Seller to McDonald's under the Sublease for the purchase period of its undivided Participation in the Shared Committed AmountApril 1, 1996 to November 1, 1996. The foregoing purchase price represents Participant's Participation Percentage in Purchase Price shall be reduced by any sales, use or other taxes that may be imposed upon the outstanding principal balance under the Shared Committed Amount as sale of the date of Purchased Assets by any federal, state, or local government or any subdivision thereof. The Buyer shall cause the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Shares to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business registered within 120 days after the delivery of the monthly accounting required under Section 9 (or such other dateClosing Date, as mutually agreed defined below, pursuant to a registration statement to be filed with the Securities and Exchange Commission ("Commission") for the purpose of registering the Shares under the Securities Act of 1933 as amended (the "Act") and the Buyer shall bear the actual costs and expenses, including attorney's fees, incurred by Lender Buyer in connection with the filing and Participantprosecution of such registration statement. The date on which the registration statement is declared effective by the Commission shall be referred to hereinafter as the "Registration Date;" b. If the Registration Date has not occurred by the 125th day after the Closing Date, Buyer will pay Seller an additional $142,500.00 in cash and Seller will return the Shares to Buyer. c. If the Registration Date has occurred by the 120th day after the Closing Date, Seller will have ninety (90) days from the Registration Date to sell the Shares through and at the direction of a broker-dealer in an amount equal securities to fifty percent (50%) be selected by Buyer. On the 91st day after the Registration Date, so long as Seller has followed all direction or obtained the consent of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect broker-dealer as to the Participation Loanselling of said Shares, but by a transaction will occur whereby Seller will receive from Buyer no less and no more than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end balance of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation $142,500.00 in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and immediately available funds in one of the following manners: 1. If, by the close of business on the 90th day after the Registration Date, all circumstances and irrespective of the Shares have been sold at the direction and/or consent of such broker-dealer for an amount less than $4.00 per Share ($142,500.00), net of any setbrokerage fees or other associated costs, then Buyer shall pay to Seller, in immediately available funds, the difference between $142,500.00 and the net price for which all Shares were sold. 2. If a portion of the Shares have been sold at the direction and/or consent of such broker-offdealer and the amount received for said Shares is less than $142,500.00, counterclaim net of any brokerage fees or defense other associated costs, then Buyer shall pay to payment that Participant may Seller the difference between the price received and $142,500.00 and Seller shall return all right, title and interest in all remaining Shares to Buyer. 3. If, by the close of business on the 90th day after the Registration Date, Seller has sold all, or a portion of said Shares, at the direction and/or consent of such broker-dealer, for a sum equal to or greater than $142,500.00, net of any brokerage fees or other associated costs, Buyer will have no obligation to purchase any Shares from Seller, nor to pay Seller any additional cash. If Seller retains ownership of any Shares, said Shares will remain the property of Seller. 4. Buyer's agreement to reimburse Seller for the difference between the price sold and $4.00 per Share is strictly contingent upon Seller complying with all direction from such broker-dealer with respect to whether or have had against Lendernot to sell the Shares within the first ninety (90) days after the Registration Date. If Seller acts in contradiction to the direction of such broker-dealer or without such broker-dealer's consent, Buyer is released from all further obligations under Section 2.3 ( c ) of this Agreement. 5. If the 90th or 91st day falls on a weekend or a holiday when the market is closed, the next business day in which the Shares can be traded will be considered the 90th or 91st day.

Payment of Purchase Price. Participant has previously paid Lender (a) The sale of the sum Initial Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of $8,405,785.64 the Initial Mortgage Loans into the Trust Estate, the deposit of the Original Pre-Funded Amount and the Interest Coverage Amount into the Pre-Funding Account and the Capitalized Interest Account, respectively, and the issuance of the Securities. The purchase price (the "Purchase Price") for the purchase Initial Mortgage Loans to be paid by the Purchaser to the Seller on the Closing Date shall be an amount equal to $224,829,362.69 in immediately available funds, together with the Certificates, in respect of its undivided Participation the Cut-Off Date Principal Balances thereof. The Purchase Price paid for any Subsequent Mortgage Loan by the Indenture Trustee, at the direction of the Issuer, shall be one-hundred percent (100%) of the Subsequent Cut-Off Date Principal Balance thereof (as identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Agreement provided by the Seller). In the case of each Additional Balance transferred hereunder created on or after the Cut-Off Date (or the Subsequent Cut-Off Date in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage case of a Subsequent Mortgage Loan) and prior to the commencement of the Rapid Amortization Period, the Purchase Price thereof shall be the principal amount of the related Draw under the related Loan Agreement on the later of the Closing Date (or the related Subsequent Transfer Date in the outstanding principal balance under the Shared Committed Amount as case of a Subsequent Mortgage Loan) and the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees creation of $150,000 paid such Additional Balance. (b) In consideration of the sale of the Initial Mortgage Loans by Borrowers prior the Seller to the date of Purchaser on the Original Participation Agreement with respect Closing Date, the Purchaser shall pay to the Shared Committed Amount. During each calendar month during Seller on the term Closing Date by wire transfer of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five a bank account designated by the Seller, the amount specified above in paragraph (5a) business days after for each Initial Mortgage Loan; provided, that such payment may be on a net funding basis if agreed by the delivery Seller and the Purchaser. In consideration of the monthly accounting required under Section 9 sale of any Subsequent Mortgage Loan by the Seller to the Issuer, the Issuer shall pay to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller, the amount specified above in paragraph (a) for each Subsequent Mortgage Loan. With respect to each Additional Balance transferred hereunder with respect to any Initial Mortgage Loan or Subsequent Mortgage Loan, the Issuer as assignee of the Purchaser shall pay or cause to be paid to the Seller or its designee the Purchase Price specified above for such other dateAdditional Balance in one of the following ways, as mutually agreed by Lender applicable: (i) a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and ParticipantSection 2.6(a) hereof in an amount equal to fifty percent the related Draw, if then available from Principal Collections during the related Collection Period on the Mortgage Loans, or from funds on deposit in the Funding Account, and (50%ii) to the extent aggregate Draws exceed Principal Collections and the amount on deposit in the Funding Account for such Collection Period, an increase in the Variable Funding Balance of the total amount Variable Funding Notes of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments related Class or an issuance of principal with respect to the Participation Loannew Variable Funding Notes, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day Payment Date corresponding to the purchase price for Collection Period in which such Participation interest is received by Lender. The obligation Additional Balances were created, equal to the amount of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendersuch excess.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant Purchase Price shall be obligated to remit to Lender Participant's Participation Percentage payable as follows: (i) By federal wire transfer in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) on the Closing Date, or if the Closing Date is not a business days after day, on the delivery first business day following the Closing Date, of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty the sum of (A) Fifty-Six Million Dollars ($56,000,000), less the amount withheld pursuant to subsection 1(e)(iii) below; (B) the outstanding balance immediately prior to the Closing of the Promissory Notes; and (C) the balance immediately prior to the Closing of the Prepaid Expenses (excluding insurance if Purchaser has elected to not take such prepaid expense), PROVIDED, HOWEVER, that Purchaser agrees that if the Closing is delayed beyond January 2, 1996 due to any failure by Purchaser to perform or comply with any obligation of Purchaser in this Agreement, and all conditions for the benefit of Purchaser set forth in Section 5 of this Agreement have been satisfied or waived on or before January 2, 1996, then Purchaser agrees to pay at the Closing, if and when it occurs, interest on such amount from January 2, 1996 until the Closing Date at a rate of eight percent (508%) per annum and in such event all earnings accruing to Company after December 31, 1995 accrue to the benefit of Purchaser if the transaction is consummated; (ii) By the execution and delivery to Company at the Closing of a Liabilities Undertaking in the form of Exhibit 1(e)(ii) hereto (the "LIABILITIES UNDERTAKING"); and (iii) By federal wire transfer in immediately available funds on the date that is six (6) months after the Closing Date, or if such date is not a business day, on the first business day following such date, of an amount equal to Five Hundred Thousand Dollars ($500,000), PROVIDED, HOWEVER, that Purchaser, in its sole discretion, may unilaterally increase the amount to be so withheld from the portion of the total Purchase Price to be paid at Closing if Purchaser determines in its sole discretion based on its due diligence investigation of Seller that any additional amount should be so withheld to satisfy potential claims of Purchaser, PROVIDED FURTHER, notwithstanding the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00foregoing, such net Shared Committed Advances funds shall constitute a nonexclusive source of funds to satisfy any obligations of Company or the Shareholders to indemnify Purchaser pursuant to Section 8 hereunder and Purchaser shall be carried over entitled to the following month exercise all rights of offset against such amount for any amount required to satisfy any claims for indemnification asserted by Purchaser pursuant to Section 8 that are not otherwise resolved or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective satisfied as of the day time of the purchase price for such Participation interest is received payment otherwise required to be made by Lender. The obligation of Participant Purchaser to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense Company pursuant to payment that Participant may have or have had against Lenderthis subsection 1(e)(iii).

Payment of Purchase Price. Participant has previously The Purchase Price shall be paid Lender and satisfied as follows: (a) as to $1,206,418.31 (the sum “Deposit Amount”), by payment of the Deposit Amount in one or more installments by the Purchaser to the Vendor, such Deposit Amount to be a non- refundable deposit against the Purchase Price; (b) unless the transaction contemplated by this Agreement shall be completed before payment of such amount, by payment of $8,405,785.64 for 700,000 (the purchase of its undivided Participation in “Extension Amount”) by the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Purchaser to the date of Vendor on or before October 10, 2019, such Extension Amount to be a non-refundable deposit against the Original Participation Agreement with respect Purchase Price; (c) as to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent $4,000,000, by the Purchaser issuing to the Vendor on the Closing Date a promissory note in the principal amount of $4,000,000 (50%) the “Promissory Note”), which note shall mature and be due and payable on the twelve-month anniversary of the total amount Closing Date (provided that the Purchaser will pay to the Vendor all proceeds of any financing or of any sale of debt or equity securities of the Purchaser received by the Purchaser at any time prior to repayment in full of all amounts owing under the Promissory Note, net Shared Committed Advance paid by Lender during of reasonable expenses incurred in connection therewith, within three Business Days of receipt of such month. If during any calendar month proceeds) bearing interest at a rate of 10% per annum for the aggregate Shared Committed Advances exceed period from the aggregate repayments of principal with respect Closing Date to the Participation Loanmaturity date of such Promissory Note and at a rate of 20% per annum from and after such maturity date, but by less than $1,000,000.00, such net Shared Committed Advances the principal and interest of which shall be carried over exchangeable at any time and from time to time, at the option of the holder, in whole or in part, for publicly tradable voting common shares of the Purchaser Parent (the “Purchaser Parent Shares”) based on the volume-weighted average trading price of the Purchaser Parent Shares on the OTCQX for the five trading days prior to the following month or months until they equal or exceed $1,000,000.00 at Closing Date, the end obligations of the Purchaser pursuant to the Promissory Notes being secured by joint and several unconditional guarantees of the Purchaser Parent and Xxxxxxx Xxxxxx (each a “Note Guarantee”), of which the Note Guarantee of the Purchaser Parent will also guarantee delivery to the holder of the Promissory Notes of any month, at which time Participant shall deliver Purchaser Parent Shares issuable pursuant thereto; and (d) an amount equal to Lender Participant's share $14,793,581.69 less the sum of (i) if and to the extent that such net Shared Committed Advances amount is paid to the Purchaser in accordance with clause (b) above, the procedure Extension Amount and (ii) the estimated Closing Indebtedness set forth above. Participant shall remit the purchase price for its Participation out in the Shared Committed Amount Estimated Closing Indebtedness Statement (including any Shared Committed Advance) as defined below), by wire transfer, in accordance with payment of such amount by the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit Purchaser to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation the Vendor on the Closing Date. All payments under this Agreement wixx xxxxect to the Shared Committed Amount under the Line Section 2.3 will be made by certified cheque, bank draft or wire transfer of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderimmediately available funds.”

Payment of Purchase Price. Participant has previously (a) Upon the fulfillment of the conditions set forth in Article III, the Purchase Price for Designated Receivables and the Receivables Property shall be paid Lender or provided for by the sum Issuer in the manner provided below on each Business Day (each such day, a "PAYMENT DATE"). (b) The Purchase Price for Designated Receivables and Receivables Property shall be paid by the Issuer on each Payment Date as follows: (i) by netting the amount of $8,405,785.64 any Seller Adjustment Payments or Seller Repurchase Payments pursuant to SECTION 2.5 or 2.6 against such Purchase Price; (ii) to the extent available for such purpose, in cash from Collections released to the purchase Issuer pursuant to the Indenture; (iii) to the extent available for such purpose, in cash from the net proceeds of the issuance of a Series of Investor Notes or an increase in the Invested Amount thereof; (iv) in cash from the proceeds of capital contributed by Goodyear to the Issuer, if any, in respect of its undivided Participation equity interest in the Shared Committed AmountIssuer; and (v) by means of an addition to the principal amount of the Subordinated Note in an aggregate amount equal to the remaining portion of the Purchase Price; PROVIDED HOWEVER that the Issuer may pay the Purchase Price by means of additions to the principal amount of the Subordinated Note only if, at the time of such payment and after giving effect thereto, (A) the Issuer shall be in compliance with Section 8.19 of the Base Indenture and (B) the aggregate principal amount outstanding of the Subordinated Note would not exceed 30% of the outstanding principal amount of the Purchased Receivables on such Payment Date. The foregoing purchase price represents Participant's Participation Percentage On each Settlement Date, the Seller shall determine the net increase or the net reduction in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender Subordinated Note occurring during such month. If during any calendar month the aggregate Shared Committed Advances exceed immediately preceding Settlement Period and shall note that increase or reduction on the aggregate repayments of principal with respect grid attached to the Participation Loan, but Subordinated Note; PROVIDED that the failure to make any such recordation or any error in such grid shall not adversely affect the Seller's rights. The Issuer hereby acknowledges that the Seller shall have no obligation to make further capital contributions to the Issuer in respect of the Seller's equity interest in the Issuer in order to provide funds to pay the Purchase Price to the Seller hereunder or otherwise. (c) The Issuer shall pay all amounts in respect of the Purchase Price of Purchased Receivables and Receivables Property to an account of the Seller designated by less the Seller in writing to the Issuer. All payments under this Agreement shall be made not later than $1,000,000.002:00 p.m. (New York City time) on the date specified therefor in Dollars in same day funds. (d) Whenever any payment to be made under this Agreement shall be stated to be due on a day other than a Business Day, such net Shared Committed Advances payment shall be carried over to made on the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances next succeeding Business Day. Amounts not paid when due in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under terms of this Agreement wixx xxxxect shall bear interest at a rate equal at all times to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-offPrime Rate PLUS 2%, counterclaim or defense to payment that Participant may have or have had against Lenderpayable on demand.

Payment of Purchase Price. Participant has previously paid Lender (a) As consideration for the sum sale, assignment, transfer, and delivery by Seller to Buyer of the Acquired Assets, Buyer, on the terms and conditions set forth herein, shall deliver to Seller at the Closing an aggregate amount of $8,405,785.64 40,000,000, which amount shall be increased or decreased: (i) for each dollar that Finished Goods Inventory, net of reserves for excess and obsolescence calculated in accordance with GAAP, at the purchase Closing Date is less than or greater than $11,400,000; and (ii) by a sum equal to 1/2 of the amount that the value of Products under Sales Orders that are shippable within 180 days of closing at the Closing Date ("Backlog") is less than or greater than $6,000,000 (as so adjusted, the "Purchase Price"). (b) On the Closing Date, the Purchase Price shall be paid in a combination of cash and stock as follows: (i) Buyer shall issue that number of shares of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as Common Stock, no par value, determined by dividing 2/3 of the date adjusted Purchase Price by the average closing sale price of Pinnacle's Common Stock in trading on the Original Participation AgreementNasdaq National Market over 20 trading days ending on the second trading day prior to Closing (the "Buyer Shares"), less Participant's Participation Percentage in origination fees of $150,000 paid provided that no fractional shares will be issued and (ii) Buyer shall wire to an account designated by Borrowers Seller two days prior to the date Closing Date a cash payment equal to 1/3 of the Original Participation Agreement with respect adjusted Purchase Price plus the cash value of any fractional shares (which shall be calculated by taking the product of any fraction from clause (i) and the average closing sale price of Pinnacle's Common Stock in trading on the Nasdaq National Market over 20 trading days ending on the second trading day prior to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances Closing). (c) The Parties agree and acknowledge that complete data necessary for the accounts Purchase Price adjustments described in Section 3.1(a) will not be available on the Closing Date. Therefore, at the close of both Lender and Participant; providedbusiness on the day before the Closing Date, however, Seller will provide Buyer with an estimate of the Purchase Price that Participant shall be obligated subject to remit to Lender ParticipantBuyer's Participation Percentage in such Shared Committed Advances approval, which approval shall not be unreasonably withheld (the "Estimated Purchase Price"). At the Closing, Buyer shall pay the Estimated Purchase Price in accordance with this Section 23.1(b). If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business Within 10 days after the delivery of Closing, Seller shall confirm the monthly accounting required under Section 9 Purchase Price adjustments and calculate the final Purchase Price, subject to Buyer's approval (or such other datewhich approval shall not be unreasonably withheld), as mutually agreed by Lender and Participant) in Buyer shall pay Seller an amount equal to fifty percent (50%) of the total amount of difference, if any, between the net Shared Committed Advance paid by Lender during final Purchase Price and the Estimated Purchase Price. Any such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances difference shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances paid in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSection 3.1(b).

Payment of Purchase Price. Participant has previously paid Lender 3.1 The Purchase Price is payable by the sum Purchaser to the Seller as follows: 3.1.1 a deposit of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as R100 000,00 (five percent) within 7 (seven) days of the date of the Original Participation AgreementSignature Date, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of Conveyancers, which deposit is to be invested by the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) Conveyancers in an amount equal to fifty percent (50%interest- bearing account in terms of Section 86(4) of the total amount Legal Practice Act No. 28 of 2014 for the benefit of the net Shared Committed Advance paid by Lender during such month. If during any calendar month Purchaser until the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Transfer Date and which interest is payable to the Participation LoanPurchaser; and 3.1.2 the balance of the Purchase Price against transfer of the Property on the Transfer Date. 3.2 The Purchaser shall furnish the Conveyancers within 21 (twenty one) days of being requested to do so (which request may only be made after the fulfilment of the suspensive condition contained in clause 4.1, but by less than $1,000,000.00with a further deposit and/or guarantee for the balance of the Purchase Price, drawn in favour of the Conveyancers or such net Shared Committed Advances third party as the Conveyancers may nominate in writing which, save for providing for payment against the tendering of transfer of the Property in the name of the Purchaser, shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable unconditional and shall be on terms acceptable to the Seller. The guarantee shall be issued by a registered South African Bank or other financial institution approved of by the Seller in its absolute discretion. Withdrawal by a guarantor as aforesaid, for any reason whatsoever, shall constitute a breach by the Purchaser of his obligations to deliver a guarantee in terms of this clause and unconditional in respect of which breach the Seller shall not be required to give notice in terms of clause 19. The remedies as provided for in clause 19 shall in such instance be immediately available to the Seller. 3.3 The Purchaser shall be released from its obligation to provide a guarantee as referred to in clause 3.2 above by making payment of the balance of the Purchase Price into the trust account of the Conveyancers on or before the 21st (twenty first) day after the Signature Date, or in the event of a lower quotation accepted by the Purchaser as contemplated in 4.4 below, by making payment of the further balance of the Purchase Price within 21 days after request thereto in terms of clause 3.2 above, upon the express condition that under such circumstance the payment is to remain in trust with the Conveyancers until date of registration of transfer and that they are authorised in writing to issue payment guarantees in favour of the Seller or its order. 3.4 The Purchaser acknowledges and accordingly undertakes to comply with all the requirements as further set out hereunder and to furnish all information and documentation required by the Conveyancers to enable the Conveyancers to fulfil their obligations in terms of the undermentioned acts, and that: 3.4.1 the Conveyancers are designated as an “accountable institution” in terms of the Financial Intelligence Centre Act No. 38 of 2001 (“FICA”); 3.4.2 certain obligations are placed on the Conveyancers in terms of FICA and the Prevention of Organised Crime Act No. 21 of 1998 (“POCA”); 3.4.3 the Conveyancers shall not be obliged to invest and administer any deposits or any other monies paid by the Purchaser or distribute any monies to the Seller in terms of this Agreement unless the Purchaser has provided the Conveyancers with the documents that they require and all circumstances that the Conveyancers shall not be held liable for any loss of interest as a result of the Purchaser’s failure to comply herewith. The Conveyancers are, subject to the aforementioned, hereby irrevocably authorised to invest any cash amount received from the Purchaser in terms of this Agreement in an interest bearing account in terms of Section 86(4) of the Legal Practice Act No. 28 of 2014 for the benefit of the Purchaser until the Transfer Date, which interest is to be paid to the Purchaser after the Transfer Date, less the reasonable costs of the conveyancer to manage and irrespective administer such funds, which fee shall not exceed 1% percent per annum on the capital invested. 3.5 All payments due by the Purchaser to the Seller in terms of any set-offthis clause 3, counterclaim or defense to payment that Participant may have or have had against Lendernot made on the due date, shall bear interest at Prime Rate.

Payment of Purchase Price. Participant has previously paid Lender (a) The purchaser of any Stock under this Section 5 shall have the sum option to pay the Purchase Price in one of $8,405,785.64 two methods. The first method, called Option 1, shall consist of full payment of the Purchase Price by a wire transfer of immediately available federal funds to a bank account designated by the Selling Shareholder upon a date mutually selected by the Selling Shareholder and the purchaser which is not more than ninety (90) days after the determination of the Purchase Price as hereinbefore provided (such date being herein referred to as the "Closing Date"). Upon receipt of the Purchase Price on the Closing Date, all interest of the Selling Shareholder in the Stock being sold shall terminate, and the Selling Shareholder shall cease to have any further rights as a Shareholder in the Stock being sold. At the Closing or the Closing Date, the Selling Shareholder shall deliver to the purchaser a certificate or certificates duly endorsed for transfer representing all of the Stock being sold on that date by the Selling Shareholder. (b) The second method of payment for Stock called Option 2 shall consist of paying not less than ten percent (10%) of the total Purchase Price in cash on the Closing Date, and by giving the Selling Stockholder the purchaser's promissory note for the purchase balance of its undivided Participation the Purchase Price in not more than 120 equal monthly installments of principal. Simple interest on the Shared Committed Amountunpaid principal balance of the Purchase Price shall accrue from the Closing Date and shall be payable monthly at the base rate of interest established by Bankers Trust Company, as such rate may change from time to time, but in no event less than the minimum rate of interest that is required under the Internal Revenue Code and the regulations thereunder to avoid the imputation of a higher rate. The foregoing purchase price represents Participant's Participation Percentage in first installment of principal and interest shall be due on the outstanding first day of the first calendar month following the Closing Date, and such installments shall continue on the first day of each month thereafter until the entire principal balance under the Shared Committed Amount as together with interest thereon have been paid, but in any case for a period of not more than ten (10) years from the date of the Original Participation Agreementfirst installment. The purchaser's promissory note shall provide that such note shall be payable in full (i) upon the sale of all or substantially all of the assets used by MNG or its direct or indirect subsidiaries in the operation of their business, less Participant's Participation Percentage in origination fees (ii) upon the sale of $150,000 paid 50% or more of the then outstanding Stock of MNG within any 180 day period, or (ii) upon the offering of any equity securities by Borrowers prior MNG or any subsidiary of MNG for sale to the public after the date hereof. As used in this paragraph, the term "sale" includes an exchange of assets or Stock for assets or stock, whether or not gain or loss attributable to such transaction is recognized for federal income tax purposes. However, the term "sale" shall not include any transaction by which the Stock or assets of MNG become owned by any parties to this Agreement or any Transferee permitted under Section 3 hereof or any corporation or other entity that is wholly owned by one or more of the Original Participation Agreement parties to this Agreement. If the purchaser elects Option 2, in order to secure the performance by the purchaser of the obligations under his or its promissory note, the purchaser shall place the stock certificate or certificates representing the Stock purchased in escrow with the law firm of Verner, Liipfert, Bernhard, McPhxxxxx & Xand, 901 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000-0000, xx such other person or entity as shall be mutually acceptable to the purchaser and seller, as escrow agent (the "Escrow Agent") , with stock powers duly endorsed in blank, as security for the payment of the unpaid principal balance and interest on the purchaser's promissory note. The Escrow Agent may require the purchaser and seller to execute and deliver an escrow agreement more fully outlining the obligations of the Escrow Agent and otherwise containing terms and conditions typically found in escrow agreements in commercial transactions and not inconsistent with this Agreement. The promissory note given by each purchaser shall provide that upon default in payment of any installment of principal or interest if such default shall continue for more than thirty (30) days after written notice of default has been given to the purchaser by the holder of the note, the holder of the note at that time may inform the Escrow Agent in writing of the default, and thereupon, the Escrow Agent shall deliver the stock certificates and accompanying stock powers to the holder of the promissory note. Upon such delivery (1) all obligations of the Escrow Agent to all of the parties hereunder shall cease and (2) the holder of the promissory note shall be entitled to pursue whatever remedies it may have in law or equity against the purchaser. Voting and dividend rights (other than the rights to any liquidating dividend) with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant pledged Stock shall be obligated to remit to Lender Participant's Participation Percentage vested in the purchaser while such Shared Committed Advances Stock is held in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments escrow and until there has been a default in payment of interest or principal with respect to the Participation Loan by $1,000,000.00 or more, Participant promissory note. All Stock pledged hereunder and all the accompanying stock powers shall deliver immediately available funds be returned to Lender no later than five (5) business days after the delivery purchaser upon full satisfaction of the monthly accounting required under Section 9 (or such other datepromissory note. In addition to the provisions for payment contained above in this Section, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total purchaser, at its sole option, may prepay any amount of principal or interest due on the net Shared Committed Advance paid by Lender during such monthpurchaser's promissory note at any time, without penalty. If during any calendar month Any prepayment shall be applied against the aggregate Shared Committed Advances exceed remaining principal installments due under the aggregate repayments of principal with respect note to the Participation Loan, but by less than $1,000,000.00, Selling Shareholder in the inverse order in which such net Shared Committed Advances installments fall due. Any prepayment shall be carried over applied first to the following month or months until they equal or exceed $1,000,000.00 at the end of pay any monthinterest that is in arrears, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances and then shall be effective as of applied to reduce the day the purchase price for such Participation entire principal balance before any prepayment is applied to interest that is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation not in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderarrears.

Payment of Purchase Price. Participant has previously paid Lender At the sum Closing, Parent shall pay, or shall cause the Company, Merger Sub or the Surviving Entity to pay, in cash by wire transfer of $8,405,785.64 for immediately available funds, the purchase of its undivided Participation following amounts: (i) first, an amount equal to the Escrow Amount shall be deposited with JPMorgan Chase Bank, National Association (the “Escrow Agent”) as escrow agent under the escrow agreement (the “Escrow Agreement”), substantially in the Shared Committed Amountform of Exhibit E hereto, to be entered into at the Closing by Parent, the Representative and the Escrow Agent. The foregoing purchase price represents Participant's Participation Percentage in At any time, the outstanding principal balance under amount of cash held by the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Escrow Agent related to the date of Escrow Amount, together with any proceeds thereon, shall at such time constitute the Original Participation “Escrow Funds.” The Escrow Agreement with respect sets forth the terms upon which disbursements shall be made by the Escrow Agent; (ii) second, the Unpaid Seller Expenses, to such account or accounts as are specified to the Shared Committed Parent in writing by the Company; (iii) third, the Payoff Amount. During each calendar month during , to such account or accounts as are specified to the term Parent in writing by the Company; (iv) fourth, the Representative Expense Amount, to an account established by the Representative for purposes of this Agreementsatisfying costs, Lender shall fund all Shared Committed Advances for expenses and/or liabilities incurred in its capacity as the accounts of both Lender Representative and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances otherwise in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal Agreement; and (v) fifth, with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery each stockholder of the monthly accounting required under Section 9 (or such other dateCompany owning a Company Share that is issued and outstanding as of immediately prior to the Effective Time, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of cash set forth opposite such stockholder’s name on the net Shared Committed Advance paid by Lender during Merger Consideration Schedule; provided that to the extent such month. If during any calendar month Seller is not yet a party to this Agreement, the aggregate Shared Committed Advances exceed the aggregate repayments of principal payment with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Seller’s Company Shares shall be carried over withheld by Parent, the Company, Merger Sub or the Surviving Entity as the case may be, until such time as such Person holding such Company Share as of immediately prior to the following month or months until they equal or exceed $1,000,000.00 at Effective Time, executes a Joinder and becomes a Seller hereunder and delivers the end of any monthcertificates formerly representing such Person’s Company Shares, at which time Participant Parent shall, or shall deliver cause the Surviving Entity to, make the applicable payment to Lender Participant's share such Person. In no event shall the sum of such net Shared Committed Advances in accordance with the procedure payments contemplated by Sections 2.9(b)(i) through (iv) exceed $154,100,000. In addition to the Merger Consideration Schedule and the deliverables set forth above. Participant in Section 7.2, the Representative shall remit provide Parent with a flow of funds setting forth the purchase price for its Participation in the Shared Committed Amount amounts to be paid pursuant to Section 2.9 (including any Shared Committed Advancewith respect to each holder of Company Shares and Company Options) by along with wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect instructions therefor at least one Business Day prior to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderClosing Date.

Payment of Purchase Price. Participant has previously The Purchase Price for Receivables, other than those contributed to capital as set forth in Section 3.2, shall be paid Lender or provided for on the sum Initial Closing Date, each Addition Date (other than Addition Dates arising under Section 2.2(b)), and each Settlement Date, as the case may be, in either of $8,405,785.64 for the purchase of its undivided Participation following ways (or any combination thereof) as Buyer and Seller may mutually agree from time to time: (i) by payment in cash in immediately available funds; or (ii) in the Shared Committed Amountevent that the total Purchase Price is not paid in full in cash as aforesaid, by the sale, transfer, and assignment by Buyer to Seller on the Initial Closing Date, each Addition Date (other than Addition Dates arising under Section 2.2 (b)) and each Settlement Date, as the case may be, of a participation interest in and to Buyer's interest in the Trust, including, without limitation, Buyer's interest in the Exchangeable Certificate, in the principal amount of such cash shortfall, as such principal amount may be adjusted from time to time hereunder. The foregoing characteristics of such participation interest shall be as follows: (a) the principal amount of the participation interest outstanding from time to time shall accrue interest from the initial date of purchase price represents Participant's Participation Percentage until payment thereof, payable monthly on each Settlement Date in respect of the number of days unpaid during the preceding Monthly Period, at a monthly rate of interest (calculated on the basis of a 30-day month) equal to the lesser of (A) 0.75% or (B) the monthly percentage return equivalent to the amount paid to Buyer as holder of the Exchangeable Certificate pursuant to subsection 4.3(c)(iii) of the Servicing Agreement in respect of collections of Finance Charge Receivables during the Monthly Period prior to such Settlement Date, after deducting from such payments the amount of Servicing Fee paid or payable by Buyer with respect to such Monthly Period pursuant to Section 3.2 of the Servicing Agreement, the amount of the Default Amount allocated to the Exchangeable Certificate with respect to such Monthly Period, and the amount of any fees or other amounts payable by Buyer to any Letter of Credit Bank or Repurchase Letter of Credit Bank with respect to such Monthly Period; (b) the accrued interest payable with respect to any Monthly Period shall be paid in cash on the Settlement Date next following the end of such Monthly Period; (c) the outstanding principal balance under amount of such participation interest shall be payable as, if and when the Shared Committed Amount as Buyer receives any of the date following amounts from the Trustee or the Servicer: (i) payments with respect to Principal Receivables allocable to the Exchangeable Certificate; (ii) payments of any portion of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 Finance Charge Receivables paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementExchangeable Certificate, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in representing an amount equal to fifty percent any Default Amount allocable to the Exchangeable Certificate; (50%iii) payments of any amounts paid to Buyer pursuant to subsections 4.3(c)(i)(B), 4.5(b), or 4.5(c) of the total amount Servicing Agreement; and (iv) the proceeds arising from the sale by Buyer of any Investor Certificates received upon an exchange of the net Shared Committed Advance paid Exchangeable Certificate; (d) unless otherwise agreed by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Buyer and Seller, all additions to, subtractions from and other adjustments to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances principal balance of the participation interest shall be carried over deemed for all purposes hereof to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day Settlement Date in the purchase price for Monthly period during which the event giving rise to such Participation interest is received by Lender. The addition, subtraction or adjustment occurs; and (e) the obligation of Participant Buyer to provide Lender with repay the purchase price holder of Participant's Participation the participation interest from the amounts paid to Buyer in any Shared Committed Advance is irrevocable respect of Finance Charge Receivables, Principal Receivables, and other sources of funds described in items (a) and (c) immediately preceding in the manner prescribed in this Section 3.3 shall be absolute the sole and unconditional under exclusive remedy available to Seller or any holder of the participation interest and no further or additional recourse shall be available against Buyer. Buyer, at its option, may prepay all circumstances and irrespective or any portion of the principal balance of the participation interest at any set-off, counterclaim or defense to payment that Participant may have or have had against Lendertime.

Payment of Purchase Price. Participant has previously paid Lender (a) On each Purchase Date, the sum Purchase Price payable by Buyer to any Originator in respect of $8,405,785.64 for the purchase of its undivided Participation any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 (the “Purchase Price”) on such Purchase Date shall be an amount equal to the product of (x) the estimated Outstanding Balance of such Receivables on the applicable Purchase Date indicated in the Shared Committed Amount. Estimated Sales Report for the Calculation Period within which such Purchase Date occurs, multiplied by (y) one minus the Discount Factor in effect on such Purchase Date. (b) The foregoing purchase price represents Participant's Participation Percentage Purchase Price with respect to the Receivables purchased by Buyer on any Purchase Date in accordance with the applicable Estimated Sales Report shall be reconciled on the applicable Settlement Date based on the information contained in the outstanding principal balance applicable Purchase Report, in the following manner: (i) by wire transfer of immediately available funds to such Originator on such Purchase Date or Settlement Date, as applicable, to the extent that Buyer has funds available for such purpose after satisfying Buyer’s obligations under the Shared Committed Credit and Security Agreement that are then due and payable, it being understood that after satisfying Buyer’s obligations under the Credit and Security Agreement that are then due and payable such available funds shall first be applied in respect of the Purchase Price relating to the Receivables purchased by Buyer from the Canadian Originator; (ii) at the request of one or more Originators (other than the Canadian Originator), by causing the Letter of Credit Issuer to issue a Letter of Credit, subject to the terms and conditions (including any limitations therein on the amount of any such issuance) for issuing Letters of Credit under the Credit and Security Agreement, in favor of one or more beneficiaries selected by such Originator(s) in the stated amount requested by such Originator(s) (or, if applicable and permitted by the Credit and Security Agreement, by causing the expiration date of an existing Letter of Credit to be extended at the request of such Originator(s)), in which event the face amount of each such Letter of Credit shall be applied as a payment of the Purchase Price payable by Buyer to such Originator(s) and, in the event of a request by more than one such Originator, such payment shall be applied pro rata in proportion to the amounts of the Purchase Prices payable to such Originators that are satisfied by delivery of each such Letter of Credit; (iii) on the applicable Settlement Date, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the lowest of (A) the remaining unpaid portion of the aggregate Purchase Price for the Receivables sold by such Originator during the applicable Calculation Period (after giving effect to clauses (i) and (ii) above), (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount and (C) an amount equal to the Subordinated Note Limit with respect to such Originator. Each Originator is hereby authorized by Buyer to, on each Settlement Date, endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of advances made thereunder on such Settlement Date, as well as the date and amount of each payment with respect thereto during the Calculation Period to which such Settlement Date relates; provided that the failure to make such notation shall not affect any obligation of Buyer thereunder; and (iv) on each Settlement Date, by accepting a contribution to Buyer’s capital from such Originator in an amount equal to the remaining unpaid portion of such Purchase Price for such Receivables (after giving effect to clauses (i), (ii), and (iii) above). In the event that Buyer does not have sufficient cash available to pay the estimated Purchase Price payable on any Purchase Date based on the Estimated Sales Report, Buyer shall be entitled to defer its obligation to pay some or all of the shortfall until a later Purchase Date in such Calculation Period to the extent Buyer has surplus cash available on such later Purchase Date. (c) Buyer shall be permitted to offset against the Purchase Price payable by it to any Originator in respect of the purchase of any Receivables and the Related Security and Collections related thereto from such Originator pursuant to Section 1.2 any credits and adjustments arising under Section 1.3(d) or Section 1.4 and any other amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid. (d) In the event one or more Originators request that any purchases hereunder be paid for by the issuance or extension of Letters of Credit as described herein, such Originator(s) shall, on a timely basis, provide Buyer with such information as is necessary for Buyer to obtain or extend such Letter of Credit from the Letter of Credit Issuer pursuant to the Credit and Security Agreement. No Originator shall have a reimbursement obligation in respect of any such Letter of Credit. In the event that any Letter of Credit expires without being fully drawn or is surrendered for cancellation without being fully drawn, Buyer shall pay to the applicable Originator(s) on the next succeeding Settlement Date an amount equal to the undrawn balance of such Letter of Credit as of the date of such expiration or surrender; provided that in the Original Participation Agreementevent such Letter of Credit was requested by more than one Originator, less Participant's Participation Percentage Buyer shall pay to each such Originator an amount equal to such Originator’s proportionate share of such undrawn balance of such Letter of Credit that was allocated hereunder to such Originator. Such payment may be paid in origination fees of $150,000 paid by Borrowers prior cash when Buyer has and to the extent of funds that are not needed to satisfy Buyer’s obligations under the Credit and Security Agreement (to the extent then due and payable) or, at Buyer’s election, by using the proceeds of a Subordinated Loan from such Originator(s). On each Settlement Date with respect to a Calculation Period during which a Letter of Credit is outstanding, the applicable Originator(s) shall pay to Buyer the Letter of Credit Fees (as defined in the Credit and Security Agreement) payable by the Buyer on such date of the Original Participation Agreement with respect to the Shared Committed AmountLetters of Credit issued on behalf of such Originator(s); provided that in the event any such Letter of Credit was requested by more than one Originator, each such Originator shall pay to the Buyer its proportionate share of such Letter of Credit Fees based on the amount of such Letter of Credit that is allocable to each such Originator. During Buyer shall be entitled, at its election, to offset the amount of such Letter of Credit Fees against the principal balance of the Subordinated Note related to such Originator(s) or against the amount of cash next payable with respect to the purchase of Receivables from such Originator(s). (e) Subject to the limitations set forth in Section 1.3(b)(iii), each calendar month during Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the term applicable Termination Date. The related Subordinated Loans owing to each Originator shall be evidenced by, and shall be payable in accordance with the terms and provisions of this Agreementits related Subordinated Note and shall be payable solely from cash available to Buyer after payment of all amounts due in respect of the related Senior Claim (as defined in the related Subordinated Note) or to become due in respect of the related Senior Claim within thirty (30) days of the date of proposed payment on the related Subordinated Note. (f) From and after the applicable Termination Date, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant no Originator shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any monthmay, at which time Participant shall deliver its option) sell Receivables to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer.

Payment of Purchase Price. Participant has previously paid Lender (a) Within two (2) Business Days of Opening of Escrow pursuant to Section 2.4, Purchaser shall deposit in escrow with Escrow Agent (as defined in Section 2.4) as the initial xxxxxxx money deposit the sum of Five Hundred Thousand Dollars ($8,405,785.64 for 500,000.00) (the purchase “Initial Deposit” ) in cash to be held and disbursed by Escrow Agent in accordance with the remaining provisions of its undivided Participation in the Shared Committed Amountthis Agreement including, without limitation, Section 3.3 below. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers If Purchaser does not terminate this Agreement on or prior to the date of expiration of the Original Participation Agreement Property Inspection Period as provided in Section 3.3 below, then on the second Business Day after expiration of the Property Inspection Period, Purchaser shall deposit with respect Escrow Agent an additional Five Hundred Thousand Dollars ($500,000.00) (the “Additional Deposit” ) in cash to be held and disbursed by Escrow Agent in accordance with the remaining provisions of this Agreement. The Initial Deposit and Additional Deposit, or so much thereof as may be held at any time by Escrow, together with all interest earned thereon is referred to herein collectively as the “Deposit.” In addition to the Shared Committed Amount. During each calendar month during the term Initial Deposit, Purchaser shall, concurrently with its execution of this Agreement, Lender shall fund deliver to Seller the amount of One Hundred Dollars ($100.00), which amount Seller and Purchaser agree has been bargained for as consideration for Seller’s execution and delivery of this Agreement and Purchaser’s right to inspect the Property. Such sum is in addition to and independent of any other consideration or payment provided for in this Agreement and is non-refundable in all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2events. If during any calendar month the aggregate Shared Committed Advances exceed Escrow is not opened pursuant to Section 4 on or before the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five date two (52) business days Business Days after the delivery Opening of Escrow and Purchaser is solely responsible for such failure, or if Purchaser fails to deposit the monthly accounting required under Section 9 (Initial Deposit or such other datethe Additional Deposit on or before the applicable date specified above, as mutually agreed by Lender this Agreement and Participant) the Escrow shall automatically stand terminated without further notice in an amount equal which event Escrow Agent shall return any Deposit to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances Purchaser and Seller and Purchaser shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation have no further obligations under this Agreement wixx xxxxect except those that expressly survive termination hereunder. (b) One (1) Business Day prior to the Shared Committed Amount under Closing Date, the Line of Credit Note or any Shared Committed Advances Purchaser shall be effective as deposit in Escrow with Escrow Agent the balance of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant Purchase Price, subject to provide Lender with the purchase price of Participant's Participation adjustment as provided in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderArticle 9.

Payment of Purchase Price. Participant has previously (a) The purchase price to be paid Lender by TJC for the sum Assets (the “Purchase Price”) is $751,375, subject to adjustment as set forth in Section 4(d); (b) TJC will pay to each Selling Party the amount in cash at Closing set forth below opposite each Selling Party’s name: Seller 225,458.34 Shareholders, jointly 225,458.33 Exxx 225,458.33 (c) At Closing, TJC shall deliver to Seller on behalf of the Selling Parties, a promissory note (the “Note”), a copy of which is attached hereto as Exhibit 12, in the principal amount of $8,405,785.64 for 75,000.00, with interest on the purchase unpaid balance at the rate of its undivided Participation in the Shared Committed Amount4.0% per year. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount Except as of the date of the Original Participation Agreementprovided herein, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total entire unpaid principal balance of the Note (and the interest thereon) shall be payable 9 months after Closing and fifty percent (50%) shall be paid 18 months after closing, including associated interest accrued for each respective time period. Amounts due under the Note may be offset to cover indemnification or other claims that TJC may have against a Selling Party, as provided herein and in the Note. If the Selling Parties shall have fully performed their Section 25(b) Duties (as hereinafter defined), TJC shall prepay the amount of $25,000 (and the interest thereon) less any applicable offsets, 120 days after Closing or upon satisfaction of the condition, whichever is sooner; and (d) The Purchase Price shall be adjusted by appropriate pro-rations for rent, replacement of security deposit(s) for leased space(s); state and local real estate taxes and transfer taxes, sales tax, service and utility contracts, payroll and employee related payments in respect of periods prior to Closing (the “Adjustments”). The Parties shall cooperate to determine the amounts of the Adjustments, and shall use commercially reasonable efforts to determine in good faith the exact amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments prorations within 30 days of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable Closing and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderpromptly reimburse the other party as necessary.

Payment of Purchase Price. Participant has previously 17 The Purchase Price shall be paid Lender by Buyer to Seller in two installments: (i) the sum first comprising shares of Common Stock having a FMV of $8,405,785.64 for 650,000 and assumption of the purchase Assumed Liabilities, and (ii) the second comprising shares of its undivided Participation Common Stock having a FMV of $400,000 and cash in the Shared Committed Amountamount of $100,000, the first such installment to be delivered at the Closing and, subject to the provisions of Section 7.7 hereof, the second such in- stallment to be delivered at the first anniversary thereof. The foregoing purchase price represents Participant's Participation Percentage in For the outstanding principal balance under purposes hereof, the Shared Committed Amount as FMV of the date Common Stock shall be determined as follows: (a) The FMV of shares of Common Stock to be delivered at the Closing shall be the average of the Original Participation Agreement, less Participant's Participation Percentage in origination fees daily closing prices of $150,000 paid by Borrowers such shares for each of the trading days during the period beginning on the day which is 60 calendar days prior to the date Closing and ending on the trading day preced- ing the Closing; and (b) The FMV of shares of Common Stock at the first anniversary of the Original Participation Agreement with respect to Closing shall be the Shared Committed Amount. During average of the daily closing prices of such shares for each calendar month of the trading days during the term of this Agreementperiod beginning on the day which is 60 calendar days prior to such anniversary, Lender shall fund all Shared Committed Advances for and ending on the accounts of both Lender and Participanttrad- ing day preceding such anniversary; provided, however, that Participant Buyer shall have the right to elect to pay such second installment of the Purchase Price entirely in cash on said anniversary. The closing price for each day referred to in subsection (a) or (b) above shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery reported closing price of the monthly accounting required under Section 9 Common Stock as reported on the OTC Bulletin Board (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%"OTCBB") of the total amount National Association of Securities Dealers, Inc. or, in case no such closing price is reported on such day, the average of the net Shared Committed Advance paid by Lender during closing bid and asked prices regular way for such month. If during day reported on the OTCBB or, on such principal national securities exchange on which the shares of the Com- mon Stock shall be listed or admitted to trading, or if they are not listed or admitted to trading on any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loannational securities exchange, but are traded in the over-the-counter market, the closing sale 16 While the definition of Acquired Assets may be the ultimate concern for a Buyer, one of the ultimate concerns of the Seller is almost certainly the consideration to be received for such assets. In this case, the parties have agreed to a purchase price with a value of $1,150,000 and the assumption of the Assumed Obligations. However, the Purchase Price is made up of primarily Common Stock of the Buyer, with $100,000 of the consideration coming in the form of cash. With the primary consideration for the transaction being Common Stock of the Buyer (which represents a continuing interest in the Rheingold Beer product and business), it is not surprising to note that the Buyer foresees certain members of Seller s managme ent continuing their roles with the new entity that will operate Seller s current Business following the Closing (see xxxx://xxx.xxxxxxxxxx.xxx/mw/release_html_bl?release_id=89439). It could be argued that this transaction is, in effect, a re- capitalization styles as an asset purchase agreement because of the purported vision of continued involvement by less than $1,000,000.00Seller s exisint g management; however, such net Shared Committed Advances a review of Buyer s subsequent perss releases and website do not make mention of Seller s management continuing to operate the Rheingold Business or to have assumed a role in Buyer s organization. 17 Section 3.2 provides that the Buyer shall pay the Purchase Price in two installments, one at the Closing and the other one year following the Closing. The clause provides a mechanism for determining the valuation of the Common Stock that is to be paid; in effect, the Agreement contemplates that a calculation shall be carried over to made of the following month or months until they equal or exceed $1,000,000.00 at average of the end daily closing prices for the Common Stock for the 60 calendar days preceding the Closing (as well as the second payment date on the one year anniversary of any month, at which time Participant shall deliver to Lender Participant's the Closing). The average closing price of each share of such net Shared Committed Advances Common Stock of the Buyer will form the basis for determining the number of shares to be transferred so that the agreed upon payment is made in accordance full. Interestingly, Section 3.2 contains a provision whereby the Buyer has the right, but not the obligation, to make the entire second installment of the Purchase Price (with a total value of $500,000) in cash. This provision enables the procedure set forth above. Participant shall remit Buyer to avoid any unwanted dilution of its stock and, importantly, could be used tactically by the purchase Buyer if the Buyer perceives that its stock has been undervalued during the 60 calendar days preceding the Closing or if the Buyer believes the price for of its Participation Common Stock will appreciate considerably in the Shared Committed Amount (including any Shared Committed Advance) by wire transferfuture. price of the shares of Common Stock or, in accordance with case no sale is publicly reported, the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to average of the Shared Committed Amount under representative closing bid and asked quotations for the Line shares of Credit Note Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") system or any Shared Committed Advances shall be effective as comparable system, of if the Common Stock is not listed on the NASDAQ system or a comparable system, the closing sale price of the day shares of Common Stock or, incase no sale is publicly reported, the purchase price average of the closing bid and asked prices as furnished by the National Quotation Bureau, in- corporated, or if such organization is no longer in business, by such other source or sources as the Board of Directors ("Board") of the Company may reasonably select for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderpurpose.

Payment of Purchase Price. Participant has previously paid Lender Unless otherwise agreed by the sum Vendor, payment of $8,405,785.64 the selling price for all Bottles shall be secured by irrevocable letter of credit payable by release as delivery of Bottles is completed. Each purchase order placed shall be accompanied by an irrevocable letter of credit denominated in U.S. dollars representing the entire purchase price due and payable in respect of such order, in form and substance acceptable to the Vendor or its nominee bank. Notwithstanding receipt of any purchase order from the Master Marketer, the Vendor shall be under no obligation to arrange for the production of Bottles pursuant to such purchase order unless and until such irrevocable letter of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior credit is delivered to the date Vendor. Because production of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances Bottles in accordance with this Section 2specific purchase orders will be spread over a period of weeks or months, the parties do not anticipate that shipment of entire purchase order quantities of Bottles, and delivery of any particular purchase order may be spread over several shipments. If during any calendar month The Master Marketer agrees that the aggregate Shared Committed Advances exceed irrevocable letter of credit will permit the aggregate repayments Vendor to draw thereupon on a shipment by shipment basis to ensure payment for Bottles is made concurrent with delivery. In addition, each letter of principal with respect credit shall provide that payment for Bottles which have been manufactured and available for delivery shall be made notwithstanding that no delivery has been made in the event that the Master Marketer has not made arrangements to accept delivery of such Bottles within thirty (30) days of receipt of notice from the Vendor that such Bottles are available for delivery. In the event the Purchaser is Daymxx Xxxociates, Inc., Slush Puppie Corp. or other purchaser satisfactory to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately Vendor the terms will be 30 days of receipt of notice from Vendor that such Bottles are available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderdelivery.

Payment of Purchase Price. Participant has previously The Merger Consideration shall be paid Lender by the sum Buyer, as follows: (i) At the Closing (as defined below), the Buyer shall pay the Initial Merger Consideration to the holders of $8,405,785.64 the Company's capital stock. Each holder of the Company's capital stock shall receive shares of Buyer Common Stock (valued at the Initial Price) and cash equal in value to the product of that portion of the Share Equivalent Number represented by such holder's shares of capital stock multiplied by the Per Share Initial Consideration. The respective amounts of each such holder's portion of the Initial Merger Consideration that is to be paid in cash and Buyer Common Stock shall be as set forth on Exhibit A, annexed hereto. Notwithstanding anything to the contrary contained herein and irrespective of the allocation of the Initial Merger Consideration set forth in Exhibit A, in the event that any holders of capital stock of the Company who are not a party to this Agreement assert dissenter's right of appraisal pursuant to Section 262 of the DGCL, the Buyer may, in its sole and absolute discretion, reallocate the payment of cash and Buyer Common Stock comprising the Initial Merger Considerations as Buyer deems necessary in order that the Merger qualify as a tax-free reorganization for federal income tax purposes. (ii) No later than March 31, 1999, the Buyer shall deliver to the Holders a certificate (the "Earn-Out Certificate") prepared by a representative of the Buyer setting forth the Buyer's calculation of Annualized EBITDA (the "Initial EBITDA Amount") and each of the components thereof together with the Buyer's workpapers reflecting their calculation of such amount, which shall be based upon the audited financial statements of the Company for the purchase year ended December 31, 1998 and the unaudited financial statements of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in Company for the outstanding principal balance under the Shared Committed Amount period ended and as of the date of the Original Participation AgreementJune 30, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement1998, Lender which unaudited financial statements shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances have been prepared in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable GAAP and shall be absolute have been reviewed and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderapproved by the Buyer's auditors.

Payment of Purchase Price. Participant has previously paid Lender Purchaser shall deliver to Robmar the sum of $8,405,785.64 following in payment for the purchase Shares: a. Purchaser has entered into agreements to become a public company subject to the reporting requirements of its undivided Participation in the Shared Committed AmountSecurities Exchange Act of 1934, as amended (a "Public Company") on or before the Closing. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of Provided that Purchaser is a Public Company on or before the date of Closing, the Original Participation Agreement, less ParticipantPurchase Price shall consist of (i) a number of shares of Purchaser's Participation Percentage in origination fees voting common stock ("Common Stock") having an aggregate value of $150,000 2,500,000, and (ii) a royalty in the amount of 0.75% of TMC's annual net collected revenues (as defined below), paid by Borrowers prior to quarterly, in arrears, for a period of three (3) years commencing with the date of Closing. The precise number of such shares to be delivered to Robmar at the Original Participation Agreement Closing shall be calculated by dividing $2,500,00 by the average of the closing bid and asked prices of the Common Stock during the last ten trading days immediately preceding the Closing. b. In the event that Purchaser is not a Public Company on the date of Closing, then the Purchase Price shall consist of (i) Purchaser's 10% subordinated note maturing ten (10) years from the date of Closing (the "Note") in an aggregate principal amount of $2,500,000, and (ii) a royalty payment equal to 1.5% of TMC's annual net collected revenues (defined as gross cash revenues from product sales less returns, discounts and allowances), paid quarterly, in arrears, for a period of three (3) years commencing with the date of Closing, one-half (1/2) of which shall reduce the principal amount otherwise due and owing on the Note. The Note shall be in the form set forth in Exhibit A, attached hereto and made a part hereof. The Purchaser shall retain the right to redeem the Note in exchange for the issuance of shares of its Common Stock at the time it becomes a Public Company. In the event that Purchaser does not redeem the Note at such time, Robmar shall have the right to immediately convert the Note in exchange for shares of Purchaser's Common Stock. Upon such redemption or exercise by Robmar of its right described in the preceding sentence, Purchaser shall issue a number of shares of its Common Stock having an aggregate value equal to the then outstanding principal amount of the Note and any accrued interest (the "Amount"). The precise number of such shares to be delivered to Robmar shall be calculated by dividing the Amount by the average of the closing bid and asked prices of the Common Stock during the last ten trading days immediately preceding the date of such redemption or conversion by Robmar. c. In the event that Purchaser fails to make any required royalty payment when due pursuant to this Section 3, any and all proxies previously delivered by AGP with respect to shares of the Shared Committed Amount. During each calendar month capital stock of Purchaser shall be null and void during the term period of this Agreementany such non-payment. Upon payment of the required royalty fee, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant such proxies shall be obligated immediately effective again. Notwithstanding the above, in the event that Purchaser fails to remit to Lender Participant's Participation Percentage make the first required royalty payment when due, the proxies given by AGP will remain in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other dateeffect, as mutually agreed by Lender and Participant) long as Purchaser has taken no action which requires a vote of its shareholders prior to Purchaser's making the required payment in an amount equal full. Purchaser shall use its best efforts to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and make all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderroyalty payments on a timely basis.

Payment of Purchase Price. Participant has previously paid Lender The purchase price of the sum PROPERTY hereby sold, inclusive of $8,405,785.64 for the purchase of its undivided Participation value added tax, is recorded in the Shared Committed Amount. SCHEDULE hereto and is payable as follows: 4.1 The foregoing purchase price represents Participantdeposit in accordance with the provisions of the SCHEDULE hereto (See items 3.1.1, 3.1.2 and 3.1.3 of the SCHEDULE), which amount shall be invested by the SELLER's Participation Percentage Conveyancers in an interest bearing account until transfer, the outstanding principal balance under interest earned thereon to accrue to the Shared Committed Amount as PURCHASER. 4.2 The PURCHASER shall furnish the SELLER's Conveyancers within 14 (fourteen) days of the date of signature hereof with a guarantee by a bank or financial institution approved by the Original Participation AgreementSELLER, less Participant's Participation Percentage for payment of the balance of the purchase price against transfer of the property in origination fees the name of $150,000 paid by Borrowers prior the PURCHASER. In event of this agreement being subject to the date fulfillment of a suspensive condition(s) such guarantee shall be furnished within 14 (fourteen) days of the Original Participation Agreement with respect fulfillment of such condition(s).Alternatively the PURCHASER may pay such amounts to the Shared Committed Amount. During each calendar month during SELLER's Attorneys who shall hold same in trust in an interest-bearing account in the term name of the PURCHASER and for the benefit of the PURCHASER pending registration of the transfer, subject however to clause 14. 4.3 All monies due by the PURCHASER in terms of this Agreement, Lender and unpaid on due date, shall fund all Shared Committed Advances for bear interest at the accounts rate of both Lender and Participant; provided3% (three percent) above the Prime Rate, however, that Participant calculated from the due date of payment to the actual date of payment thereof. 4.4 All or any payments to be effected hereunder shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month effected by the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect PURCHASER to the Participation Loan SELLER or the Attorneys free of exchange at Cape Town and without deduction or set off. 4.5 Each payment made by $1,000,000.00 or more, Participant the PURCHASER shall deliver immediately available funds be allocated first to Lender no later than five (5) business days after the delivery payment of interest and then to the payment of any of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender monies due in terms hereof and Participant) in an amount equal thereafter to fifty percent (50%) the reduction of the total amount purchase price. 4.6 If any work of whatsoever nature is still required to be done to the Unit, Exclusive Use Area or any other part of the net Shared Committed Advance paid by Lender during such month. If during any calendar month Property on the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect date that transfer thereof is tendered to the Participation LoanPURCHASER, but the PURCHASER shall not be entitled to withhold, set off or retain any amounts owing by less than $1,000,000.00, such net Shared Committed Advances shall be carried over the PURCHASER to the following month SELLER nor shall the PURCHASER be entitled to withhold or months until they equal or exceed $1,000,000.00 at the end xxxxx payment of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect amount due to the Shared Committed Amount under the Line SELLER in terms of Credit Note this agreement by reason of any breach or any Shared Committed Advances shall be effective as alleged breach of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of ParticipantSELLER's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderobligations hereunder.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 (a) The Company shall pay or provide for the purchase Purchase Price for Receivables and other Receivable Assets (net of the deductions referred to in Section 2.03(d)) in the manner provided below on each day for which Daily Reports are prepared and delivered to the Company (each such day, a "Payment Date"). (b) The Purchase Price (net of the deductions referred to in Section 2.03(d)) shall be paid by the Company to the Seller or to such accounts Receivables Sale Agreement or such Persons as the Seller may direct in writing (which direction may consist of standing instructions provided by the Seller that shall remain in effect until changed by the Seller in writing), on each Payment Date as follows: (i) to the extent available for such purpose, in cash from the net proceeds of a transfer of such Purchased Receivables by the Company to other Persons (including the Trustee pursuant to the Pooling Agreement); (ii) to the extent available for such purpose, in cash from Collections received by the Company from other Persons (including from the Trustee pursuant to the Pooling Agreement and any Supplement thereto); (iii) at the option of the Company (subject to the provisions of Sections 8.03), by incurring Indebtedness to the Seller evidenced by the Seller Note; and (iv) in cash from the proceeds of capital contributed by the Seller to the Company, if any, in respect of its undivided Participation equity interest in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage Company. (c) Any increase in the outstanding principal balance under the Shared Committed Amount as amount of the date Seller Note, in payment of the Original Participation Agreementany Purchase Price pursuant to Section 2.03(b), less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior shall be applied to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) Purchase Price in an amount equal to fifty percent such increase. (50%d) of The Company shall deduct from the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Purchase Price otherwise payable to the Participation LoanSeller on any Payment Date, but by less any outstanding Seller Dilution Adjustment Payments and Seller Repurchase Payments pursuant to Section 2.05, and 2.06, respectively. (e) All cash payments under this Agreement shall be made not later than $1,000,000.003:30 p.m. (New York City time) on the date specified therefor in same day funds. (f) Whenever any payment to be made under this Agreement shall be stated to be due on a day other than a Business Day, such net Shared Committed Advances payment shall be carried over to made on the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances next succeeding Business Day. Amounts not paid when Receivables Sale Agreement due in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under terms of this Agreement wixx xxxxect shall bear interest at a rate equal at all times to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-offReference Rate, counterclaim or defense to payment that Participant may have or have had against Lenderpayable on demand.

Payment of Purchase Price. Participant has previously paid Lender With respect to any Receivables coming into existence after the sum of $8,405,785.64 for date hereof, the purchase of its undivided Participation Purchaser shall pay the Purchase Price therefor in the Shared Committed Amountfollowing manner: (i) first, by delivery of immediately available funds, to the extent of funds available to the Purchaser from (i) its subsequent sale of an interest in the Receivables under the Purchase Agreement, (ii) Collections arising from any Receivables previously sold to the Purchaser in which the Purchaser has retained an interest, or (iii) other cash on hand; and (ii) second, by an increase in the Deferred Purchase Price (subject at all times to the limitations contained in the definition thereof). The foregoing purchase price represents Participant's Participation Percentage in Seller is hereby authorized by the outstanding principal balance under Purchaser to endorse on the Shared Committed Amount schedule attached to the Deferred Purchase Price Note an appropriate notation evidencing the date and amount of each advance thereunder, as of well as the date of each payment with respect thereto, provided that the Original Participation Agreement, less Participant's Participation Percentage failure to make such notation shall to affect any obligation of the Purchaser thereunder. Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in origination fees of $150,000 paid full by Borrowers prior the Purchaser to the Seller on the date such Receivable came into existence, and payment of such Purchase Price shall be made as provided in this Section 2.02(c), final settlement of the Original Participation Agreement Purchase Price between the Purchaser to the Seller shall be effected on a monthly basis on each Settlement Date with respect to all Receivables coming into existence during the Shared Committed Amount. During each calendar month preceding such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to the Purchase Agreement for the calendar month then most recently ended. On each Settlement Date, the Purchaser and the Seller shall cause a reconciliation to made in respect of all purchases that shall have been made during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant calendar month then most recently ended. Although settlement shall be obligated effected on Settlement Dates, increases or decreases in the amount owing under the Deferred Purchase Price Note made pursuant to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (52.02(c) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over deemed to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances have occurred and shall be effective as of the day last Business Day of the purchase price for calendar month to which such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendersettlement relates.

Payment of Purchase Price. Participant has previously paid Lender The following provisions shall apply to the sum of $8,405,785.64 for “Bond Indebtedness,” which term shall mean the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under due from the Shared Committed Amount County as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement Closing Date with respect to the Shared Committed Amount. During each calendar month during tax-exempt Cecil County Sanitary District Bond, Series 2004B (the term “Bond”), as payable under the Loan Agreement dated October 12, 2004 by and between the Maryland Water Quality Financing Administration and the County and the related note (the “Related Bond Documents”): (i) The Bond Indebtedness, together with interest and administrative fees (accruing from and after the Closing Date) thereon, shall be paid by the Buyer to the County at such times and in such amounts as the County is required to pay the same in accordance with the terms of this Agreement, Lender the Bond and the Related Bond Documents beginning at the Closing Date and the County shall fund all Shared Committed Advances for immediately upon receipt thereof remit such funds in accordance with the accounts terms of both Lender the Bond and Participantthe Related Bond Documents; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with the provisions of this Section 2. If during any calendar month 2.4(a)(i) shall govern the aggregate Shared Committed Advances exceed payment of the aggregate repayments of principal with respect Bond Indebtedness by the Buyer if, and only if, the County shall deliver to the Participation Loan by $1,000,000.00 Buyer on or morebefore March 31, Participant shall deliver immediately available funds 2009 an original opinion of legal counsel acceptable to Lender no later than five (5) business days after the County, the Maryland Water Quality Financing Administration and the Buyer to the effect that the sale, assignment, transfer, conveyance and delivery of the monthly accounting required under Section 9 Purchased Assets by the County to the Buyer does not adversely affect the tax exemption of interest on the Bond Indebtedness; or (ii) If the opinion of legal counsel specified in paragraph (i) above cannot be delivered on or such other datebefore March 31, as mutually agreed by Lender and Participant) 2009, then the County shall obtain replacement financing in an amount equal to fifty percent the Bond Indebtedness or, if greater (50%subject to the terms of paragraphs (iii) and (iv) below), all such additional amounts as may be required to defease or prepay the Bond in full under the Related Bond Documents and the applicable Internal Revenue Service Regulations, under either a taxable State water pollution control revolving fund bond (“SRF Bond”) or other taxable bond (“Non-SRF Bond”) to be paid in annual or semi-annual equal installments commencing on or after the Closing Date. The County shall be obligated to seek such refinancing with the advice and counsel of the total amount Buyer as to the terms and conditions of such refinancing and, to the extent that the Bond may need to be defeased or any other actions taken with the Internal Revenue Service or Treasury Department to preserve the tax exemption of the net Shared Committed Advance paid by Lender during such monthinterest on the Bond (e.g. any VCAP or other settlement payment), which actions shall be made with the advice and consent of the Buyer. If during any calendar month The Buyer shall pay the aggregate Shared Committed Advances exceed the aggregate repayments of principal County with respect to the Participation LoanBond Indebtedness, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any monthas so refinanced, at which time Participant shall deliver such times and in such amounts as the County is to Lender Participant's share make payment of principal and interest with respect thereto in accordance the terms of such net Shared Committed Advances SRF Bond or Non-SRF Bond, as the case may be, and the terms of its related loan agreement and note, which amounts the County shall immediately upon receipt thereof remit in accordance with the procedure set forth aboveterms of such SRF Bond or Non-SRF Bond, as the case may be, and the terms of its related loan agreement and note. (iii) For the avoidance of doubt, the County shall pay and otherwise be responsible and liable for the payment of all amounts in respect of all accrued and unpaid interest on the Bond Indebtedness accruing to and including the Closing Date. Participant To the extent that any administrative fee, defeasance fee or other cost, fee or expense, including, without limitation, any prepayment premium or penalty, is to be paid by the County in connection with the defeasance of the Bond, or in connection with the refinancing of the Bond Indebtedness (or such greater amounts as may be required to defease or prepay the Bond in full), as provided in paragraph (ii) above (all such amounts, collectively, “Financing Fees”), then the County shall remit pay such Financing Fees directly to the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advancelender(s) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect payment terms, as the case may be, of the Related Bond Documents applicable to the Shared Committed Amount under Bond or the Line related loan agreement and note applicable to the SRF Bond or the Non- SRF Bond, as the case may be, and the Buyer shall reimburse the County for the Financing Fees upon demand by the County. (iv) Notwithstanding the foregoing, all amounts payable in respect of Credit Note Liabilities on the Bond for arbitrage rebate accruing for periods prior to the Closing Date shall remain the responsibility of the County and shall not be included in the amounts of any obligations to be paid by the Buyer from time to time or any Shared Committed Advances upon defeasance of the Bond as provided herein. If the Buyer shall be effective as required to pay any amounts in respect of the day County’s Liabilities on the purchase price Bond for arbitrage rebate accruing for periods prior to the Closing Date, the County shall reimburse the Buyer for all such Participation interest is received amounts actually paid by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer upon demand by the Buyer.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation (a) Subject to that certain Closing Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid even date herewith, by Borrowers prior and among the Company, the Buyer, Xxxxxx X. Xxxxxxxxxx (“SMG”), Xxxxxxx Xxxxx (“Xxxxx”), Emigrant and Emigrant Mortgage Company, Inc. (“EMC”) (the “Closing Agreement”), at the Closing, upon the terms and subject to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term conditions of this Agreement, Lender the Buyer shall fund pay the Company, by wire transfer of immediately available funds, an aggregate amount equal to the sum of (i) the amount necessary to pay in full the principal of, and accrued interest on, the Company’s indebtedness owed to Emigrant plus (ii) $475,000 minus (iii) the aggregate amount of all Shared Committed Advances for the accounts of both Lender and ParticipantAdvanced Payments (as defined below), if any; provided, however, that Participant the sum of the amounts specified in (b) The Buyer agrees to make available to the Company, from time to time during the period beginning on November 17, 2009 and ending on the earlier of (i) the termination of this Agreement (a “Pre-Closing Termination”) and (ii) the Closing, at the Company’s request, cash advances in an aggregate principal amount not to exceed THREE HUNDRED THOUSAND DOLLARS ($300,000) (each an “Advanced Payment”). In the event a Pre-Closing Termination occurs, any and all of the outstanding Advanced Payments (together with accrued interest thereon) shall become due immediately, and, subject to the Subordination Agreement (as defined below) shall be obligated repaid by the Company as soon as practicable following the occurrence of such Pre-Closing Termination. Each Advanced Payment shall accrue interest at the rate of 8% per annum from, and including, the date made to, but excluding, the date on which such Pre-Closing Termination occurs (such interest to remit be paid on the date of repayment of the Advanced Payments). Any Advanced Payment not repaid when due shall accrue interest at the rate of 12% per annum for each day from the date on which a Pre-Closing Termination occurs until repaid (such interest to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2be paid on the date of repayment of the Advanced Payments). If during any calendar month In the aggregate Shared Committed Advances exceed event the aggregate repayments Closing occurs, all of principal with respect the Advanced Payments (excluding accrued interest) shall be credited, upon consummation of the Closing, towards the Purchase Price as set forth above and the Advanced Payments shall be deemed fully paid and no interest shall be due and payable by the Company. All indebtedness of the Company pursuant to the Participation Loan Advanced Payments shall be unsecured and shall be subordinated in right of payment to all indebtedness for borrowed money of the Company to Emigrant as contemplated by that certain Subordination Agreement of even date herewith among the Company, Emigrant and the Buyer (the “Subordination Agreement”). (c) Each request by the Company for an Advanced Payment shall be in increments of TWENTY FIVE THOUSAND DOLLARS ($1,000,000.00 or more, Participant 25,000) and shall deliver immediately available funds be made by delivery of a written notice to Lender no the Buyer (a “Payment Request”) not later than five 11:00 a.m., New York City time, two (52) business days Business Days prior the date of the proposed Advanced Payment. Each Payment Request shall be irrevocable and shall contain the following: i. the amount of such Advanced Payment; ii. the date of the proposed Advanced Payment (which shall be a Business Day no less than two (2) Business Days after the delivery of date the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest Payment Request is received by Lenderthe Buyer; and iii. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderCompany’s wire instructions.”

Payment of Purchase Price. Participant has previously The Purchase Price shall be paid Lender by Buyer to Seller as follows: (a) By Buyer's delivery of 43.86 billion won minus the sum Withheld Amount (as defined below) in cash by wire transfer or bank check at Closing made immediately available and in accordance with the instructions of $8,405,785.64 for Seller; (b) By Buyer's assumption at Closing of Seller's liabilities as required by Section 1.7. (c) Buyer shall withhold the purchase amount of its undivided Participation 10 billion won, subject to adjustment under Section 1.6(b)(ii), (the "Withheld Amount"), by placing such amount in a bank account in Buyer's name at Citibank in Korea or another bank in Korea as mutually agreed upon by the Shared Committed AmountParties ("the Withhold Account"). The foregoing purchase price represents Participant's Participation Percentage in interest, after deduction of taxes and banking charges, earned on (i) On the date when Buyer has collected the total amount of outstanding principal balance under the Shared Committed Amount receivables as of the Closing Date (the "Pre-Closing Receivables") less the Withheld Amount or beginning on the date 12 months from the Closing Date, whichever is earlier, (the "Initial Collection Period"), Buyer shall continue to collect the Pre-Closing Receivables for an additional six (6) month period (the "Additional Collection Period"). (ii) At the conclusion of the Original Participation AgreementAdditional Collection Period, less ParticipantBuyer shall retain for its own account an amount of the Withheld Amount equal to the then remaining Pre-Closing Receivables (although in no case greater than the amount in the Withhold Account) and Buyer shall pay the remainder of the Withheld Amount to Seller. At this time, Buyer shall also transfer to Seller all of the remaining Pre-Closing Receivables (including any of the Pre-Closing Receivables then in litigation) along with any related security interests to Seller. (iii) Buyer agrees that Seller may dispatch two (2) of its employees to assist Buyer's Participation Percentage activities in origination fees of $150,000 paid by Borrowers collecting the Pre-Closing Receivables during the Initial Collection Period and the Additional Collection Period. (iv) In the event that Buyer withdraws the principal from the Withheld Amount prior to the date conclusion of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementAdditional Collection Period and without Seller's prior written consent, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant Buyer shall be obligated liable to remit to Lender Participant's Participation Percentage Seller for liquidated damages in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments amount of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty ten-percent (5010%) of the total amount of the net Shared Committed Advance principal withdrawn in addition to any other damages that it might be liable for under applicable law. (d) Any amounts owing to Buyer or Seller pursuant to Section 1.6 as a result of an adjustment to the Purchase Price shall be paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Seller or Buyer to the Participation Loan, but other in cash or by less than $1,000,000.00, such net Shared Committed Advances shall be carried over bank check within 10 days after the amount is finally determined pursuant to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderSection 1.6.

Payment of Purchase Price. Participant has previously (a) The Purchase Price for each of the separate parcels comprising the Property shall be the higher of (i) the Fair Market Value of the specific parcel (as determined pursuant to paragraph 1(b), or (ii) the Seller's Book Value of the specific parcel (as determined pursuant to paragraph 1(c) as of the date of a Buyer's Appraisal Process Notice (as defined below) relating to that specific parcel, and shall be paid Lender by Buyer to the sum Sellers as provided in paragraph 3. (b) If Buyer is at anytime considering exercising its option to purchase any parcel within the Property, Buyer shall first give notice to Sellers specifically noting the parcel or parcels under consideration (the "Appraisal Process Notice") in order to begin the appraisal process under this paragraph 1(b) and to determine the Purchase Price of $8,405,785.64 the parcels within the Property then being considered. Within ten (10) days after Buyer gives the Appraisal Process Notice, Buyer and Sellers shall arrange to meet in person through their appointed agents and shall use their best efforts for a period of ten (10) days from the date of their first meeting ("Agreement Period") to agree upon a Fair Market Value for the purchase parcel or parcels then being considered within the Property. If the parties can agree then such agreed upon sum shall be the Fair Market Value of its undivided Participation in the Shared Committed Amountparcels then being considered. If the parties cannot agree then within ten (10) days of the end of the Agreement Period Buyer and Sellers shall each retain an MAI Appraiser and obtain at their own cost and expense (subject to paragraph (d) hereof) a certified appraisal with respect to the value of the parcels within the Property being considered. Each appraiser shall have forty-five (45) days after the last day of the Agreement Period to determine the value of the parcel(s) and provide copies of their appraisals to both Buyer and Sellers. The foregoing purchase price Fair Market Value shall be the average of these two appraisals, provided that the higher valuation is not more than one hundred and twenty percent (120%) of the lower valuation. In the event the valuations are more than twenty percent (20%) apart, then the appraisers within five (5) days after exchange of the appraisals shall jointly select a third MAI appraiser whose valuation shall be substituted for the average of the two appraisals and be the Fair Market Value, provided it falls between the two valuations selected by the other appraisers. The third appraiser shall have thirty (30) days from his or her selection to determine the value of the parcel(s) then under consideration. If the third appraiser selects a valuation that does not fall between the valuations determined by the other two appraisers, then the valuation of the appraiser that is closest to the valuation selected by the third appraiser shall be substituted for the average of the two appraisals as provided above and shall be the Fair Market Value. The expense of the third appraiser shall be divided equally between Buyer and Sellers (subject to paragraph 1(d) hereof). All appraisers appointed under this Agreement shall be independent MAI appraisers who have at least five (5) years experience in appraising commercial real estate in Xxxx Arundel County, Maryland. Neither party shall be precluded from appointing an independent appraiser whom such party had previously employed as an independent appraiser, except that the third appraiser, if appointed, may not have been previously employed by either party. (c) Seller's Book Value is defined and shall be the net dollar amount shown for any specific parcel within the Property as same appears as an asset on the balance sheet of the particular Seller on any particular date. Sellers shall maintain their books in accordance with generally accepted accounting principals, consistently applied, and will provide to Buyer such access to Seller's books and accounting records as shall be reasonably required for a determination of Seller's Book Value to be made. Seller represents Participantthat Seller's Participation Percentage Book Value as of the date hereof for each parcel comprising the Property is approximately as listed on Exhibit "A" attached hereto. Sellers shall give Buyer written notice of Seller's Book Value for each parcel comprising the Property as of January 1 and July 1 of each year during the Option Period, and for each parcel specified in the outstanding principal balance under the Shared Committed Amount an Appraisal Process Notice as of the date of the Original Participation AgreementAppraisal Process Notice, less Participant's Participation Percentage in origination fees such notice to be given within ten (10) days after each of $150,000 paid by Borrowers prior said dates. (d) If Buyer gives the Appraisal Process Notice but does not thereafter proceed to exercise the date of option to purchase the Original Participation Agreement with respect to designated parcels within the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five Property within thirty (530) business days after the delivery determination of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) Purchase Price of the total amount portion of the net Shared Committed Advance Property being considered, then, notwithstanding any contrary provisions of paragraph 1(b), all expenses incurred by either party in retaining appraisers including the third appraiser if required shall by paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer.

Payment of Purchase Price. Participant has previously paid Lender the sum of $8,405,785.64 (a) The "Purchase Price" for the purchase Home Equity Loans (including the Additional Balances) shall be (1) an amount equal to $576,568,995.41 for the Home Equity Loans, in immediately available funds, together with the Certificates, in respect of its undivided Participation the Cut-off Date Loan Balances thereof and (2) in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in case of each Additional Balance transferred hereunder created on or after the outstanding Cut-off Date, the principal balance amount of the related Draw under the Shared Committed Amount as Loan Agreement on the later of the Closing Date and the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees creation of $150,000 paid by Borrowers prior such Additional Balance. (b) In consideration of the sale of the Home Equity Loans from the Seller to the date of Purchaser on the Original Participation Agreement with respect Closing Date, the Purchaser shall pay to the Shared Committed Amount. During each calendar month during Seller on the term Closing Date by wire transfer of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five a bank account designated by the Seller, the amount specified above in clause (5a) (1) business days after for each Home Equity Loan; provided, that such payment may be on a net funding basis if agreed by the delivery Seller and the Purchaser. With respect to each Additional Balance transferred hereunder with respect to any Group II Loan, the Issuer as assignee of the monthly accounting required under Section 9 Purchaser shall pay or cause to be paid to the Seller or its designee the portion of the Purchase Price specified above in clause (or a)(2) for such other dateAdditional Balance in one of the following ways, as mutually agreed by Lender applicable: (i) for any Collection Period prior to the Collection Period during which the Revolving Period ends, so long as an Amortization Event has not occurred, (a) a cash payment pursuant to Section 3.03(b) of the Servicing Agreement and ParticipantSection 2.2(a)(2) hereof in an amount equal to fifty percent the related Draw, if then available from Principal Collections during the related Collection Period on the Home Equity Loans, and (50%b) of to the total extent aggregate Draws exceed Principal Collections for such Collection Period, an increase in the aggregate principal amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments Variable Funding Notes or an issuance of principal with respect to the Participation Loannew Variable Funding Notes, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day Payment Date corresponding to the purchase price Collection Period in which such Additional Balances were created, equal to the amount by which Additional Balances exceeded Principal Collections for such Participation interest is received by Lender. The obligation Collection Period, and (ii) for the Collection Period during which the Revolving Period ends, and any Collection Period thereafter, so long as an Amortization Event has not occurred, an increase in the aggregate principal amount of Participant Variable Funding Notes or an issuance of new Variable Funding Notes as of each Payment Date in an aggregate amount equal to provide Lender with the purchase price total of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderthe related Draws for the corresponding Collection Period.

Payment of Purchase Price. Participant has previously paid Lender The following provisions shall apply to the sum of $8,405,785.64 for “Bond Indebtedness,” which term shall mean the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under due from the Shared Committed Amount County as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement Closing Date with respect to the Shared Committed Amount. During each calendar month during tax-exempt Xxxxx County Sanitary District Bond, Series 2004B (the term “Bond”), as payable under the Loan Agreement dated October 12, 2004 by and between the Maryland Water Quality Financing Administration and the County and the related note (the “Related Bond Documents”): (i) The Bond Indebtedness, together with interest and administrative fees (accruing from and after the Closing Date) thereon, shall be paid by the Buyer to the County at such times and in such amounts as the County is required to pay the same in accordance with the terms of this Agreement, Lender the Bond and the Related Bond Documents beginning at the Closing Date and the County shall fund all Shared Committed Advances for immediately upon receipt thereof remit such funds in accordance with the accounts terms of both Lender the Bond and Participantthe Related Bond Documents; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with the provisions of this Section 2. If during any calendar month 2.4(a)(i) shall govern the aggregate Shared Committed Advances exceed payment of the aggregate repayments of principal with respect Bond Indebtedness by the Buyer if, and only if, the County shall deliver to the Participation Loan by $1,000,000.00 Buyer on or morebefore March 31, Participant shall deliver immediately available funds 2009 an original opinion of legal counsel acceptable to Lender no later than five (5) business days after the County, the Maryland Water Quality Financing Administration and the Buyer to the effect that the sale, assignment, transfer, conveyance and delivery of the monthly accounting required under Section 9 Purchased Assets by the County to the Buyer does not adversely affect the tax exemption of interest on the Bond Indebtedness; or (ii) If the opinion of legal counsel specified in paragraph (i) above cannot be delivered on or such other datebefore March 31, as mutually agreed by Lender and Participant) 2009, then the County shall obtain replacement financing in an amount equal to fifty percent the Bond Indebtedness or, if greater (50%subject to the terms of paragraphs (iii) and (iv) below), all such additional amounts as may be required to defease or prepay the Bond in full under the Related Bond Documents and the applicable Internal Revenue Service Regulations, under either a taxable State water pollution control revolving fund bond (“SRF Bond”) or other taxable bond (“Non-SRF Bond”) to be paid in annual or semi-annual equal installments commencing on or after the Closing Date. The County shall be obligated to seek such refinancing with the advice and counsel of the total amount Buyer as to the terms and conditions of such refinancing and, to the extent that the Bond may need to be defeased or any other actions taken with the Internal Revenue Service or Treasury Department to preserve the tax exemption of the net Shared Committed Advance paid by Lender during such monthinterest on the Bond (e.g. any VCAP or other settlement payment), which actions shall be made with the advice and consent of the Buyer. If during any calendar month The Buyer shall pay the aggregate Shared Committed Advances exceed the aggregate repayments of principal County with respect to the Participation LoanBond Indebtedness, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any monthas so refinanced, at which time Participant shall deliver such times and in such amounts as the County is to Lender Participant's share make payment of principal and interest with respect thereto in accordance the terms of such net Shared Committed Advances SRF Bond or Non-SRF Bond, as the case may be, and the terms of its related loan agreement and note, which amounts the County shall immediately upon receipt thereof remit in accordance with the procedure set forth aboveterms of such SRF Bond or Non-SRF Bond, as the case may be, and the terms of its related loan agreement and note. (iii) For the avoidance of doubt, the County shall pay and otherwise be responsible and liable for the payment of all amounts in respect of all accrued and unpaid interest on the Bond Indebtedness accruing to and including the Closing Date. Participant To the extent that any administrative fee, defeasance fee or other cost, fee or expense, including, without limitation, any prepayment premium or penalty, is to be paid by the County in connection with the defeasance of the Bond, or in connection with the refinancing of the Bond Indebtedness (or such greater amounts as may be required to defease or prepay the Bond in full), as provided in paragraph (ii) above (all such amounts, collectively, “Financing Fees”), then the County shall remit pay such Financing Fees directly to the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advancelender(s) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect payment terms, as the case may be, of the Related Bond Documents applicable to the Shared Committed Amount under Bond or the Line related loan agreement and note applicable to the SRF Bond or the Non- SRF Bond, as the case may be, and the Buyer shall reimburse the County for the Financing Fees upon demand by the County. (iv) Notwithstanding the foregoing, all amounts payable in respect of Credit Note Liabilities on the Bond for arbitrage rebate accruing for periods prior to the Closing Date shall remain the responsibility of the County and shall not be included in the amounts of any obligations to be paid by the Buyer from time to time or any Shared Committed Advances upon defeasance of the Bond as provided herein. If the Buyer shall be effective as required to pay any amounts in respect of the day County’s Liabilities on the purchase price Bond for arbitrage rebate accruing for periods prior to the Closing Date, the County shall reimburse the Buyer for all such Participation interest is received amounts actually paid by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderBuyer upon demand by the Buyer.

Payment of Purchase Price. Participant has previously paid Lender On the sum of $8,405,785.64 for Closing Date, Purchaser shall pay the purchase of its undivided Participation in Purchase Price to Seller as follows: (a) The Escrow Deposit shall continue to be held by the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior Escrow Agent pursuant to the date of Escrow Agreement. Purchaser shall also deposit with the Original Participation Agreement with respect Escrow Agent One Hundred Twenty-Four Thousand Dollars ($124,000) to be held by the Escrow Agent pursuant to the Shared Committed Amount. During each calendar month during Escrow Agreement (the term "Additional Deposit"). (b) An aggregate amount not to exceed Six Million Two Hundred Forty-Six Thousand Seven Hundred Ninety Dollars ($6,246,790), subject to adjustment as provided for in Section 4.4 herein, by certified or cashier's check, or by wire transfer of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender an account or accounts designated in writing by Seller (together with the Escrow Deposit and the Additional Deposit, the "Closing Payment"). Seller shall notify Purchaser no later than five thirty (530) business days after prior to the Closing Date of the actual amount of the Closing Payment. (c) The balance of the Purchase Price by the delivery of a Promissory Note substantially in the monthly accounting required form attached hereto as Schedule 4.3(c) (the "Note"). The Note will be secured by an irrevocable standby letter of credit substantially in the form attached hereto as Schedule 4.3(d) (the "Letter of Credit"). The Letter of Credit shall be issued by a financial institution with offices in, and with authority to transact business in, the United States and which has capital surplus and undivided profits aggregating at least $500 million. The Letter of Credit, by its terms, shall not expire or be released until all amounts due Seller under Section 9 the Note have been paid. Purchaser shall have the right to replace the Letter of Credit with a Letter of Credit issued by a financial institution meeting the requirements set forth above (or such other date, as mutually agreed by Lender and Participant) the "Substitute Letter of Credit"); provided that the Substitute Letter of Credit shall be in an amount equal to fifty percent (50%) of the total principal amount of the net Shared Committed Advance paid by Lender during Note at the time of such month. If during any calendar month substitution; and provided further that the aggregate Shared Committed Advances exceed the aggregate repayments written consent of principal with respect Seller is required prior to the Participation Loanissuance of a Substitute Letter of Credit, but by less than $1,000,000.00, such net Shared Committed Advances which consent shall not be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderunreasonably withheld.

Payment of Purchase Price. Participant has previously paid Lender The Purchaser shall pay and satisfy the sum of $8,405,785.64 for Purchase Price as follows: (a) at the purchase of its undivided Participation in Closing Time, the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in Purchaser shall pay to the outstanding principal balance under Seller the Shared Committed Amount as Closing Date Payment; (b) within ten (10) Business Days of the date satisfaction of the Original Participation AgreementFirst Milestone Condition by the Corporation, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior the Purchaser shall pay to the date Seller, by wire transfer of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five an account designated in writing by the Seller at least two (52) business days after the delivery of the monthly accounting required under Section 9 (or Business Days prior to such other datepayment, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) CHF 387,303 less the aggregate of the total amount Closing Date Payment and any Anniversary Payments previously paid by the Purchaser to the Seller and not previously deducted from the payment of the net Shared Committed Advance Second Milestone Amount (the “First Milestone Amount”); (c) within ten (10) Business Days of the satisfaction of the Second Milestone Condition by the Corporation, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds to an account designated in writing by the Seller at least two (2) Business Days prior to such payment, an amount equal to CHF 387,303 less the aggregate of the Closing Date Payment and any Anniversary Payments previously paid by Lender during the Purchaser to the Seller and not previously deducted from the payment of the First Milestone Amount (the “Second Milestone Amount”); (d) within ten (10) Business Days of the satisfaction of the Third Milestone Condition by the Corporation, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds to an account designated in writing by the Seller at least two (2) Business Days prior to such month. If during any calendar month payment, an amount equal to CHF 592,345 less the aggregate Shared Committed Advances exceed of the Closing Date Payment and any Anniversary Payments previously paid by the Purchaser to the Seller and not previously deducted from the payment of the First Milestone Amount and/or the Second Milestone Amount and/or the Fourth Milestone Amount (the “Third Milestone Amount”); (e) within ten (10) Business Days of the satisfaction of the Fourth Milestone Condition by the Corporation, the Purchaser shall pay to the Seller, by wire transfer of immediately available funds to an account designated in writing by the Seller at least two (2) Business Days prior to such payment, an amount equal to CHF 592,345 less the aggregate repayments of principal with respect the Closing Date Payment and any Anniversary Payments previously paid by the Purchaser to the Participation LoanSeller and not previously deducted from the payment of the First Milestone Amount, but by less than $1,000,000.00, such net Shared Committed Advances the Second Milestone Amount and/or the Third Milestone Amount (the “Fourth Milestone Amount”); (f) the Purchaser shall be carried over pay to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transferSeller, in accordance with Section 2.4, the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect Initial Royalty Amount, if any, less the aggregate of any Anniversary Payments previously paid by the Purchaser to the Shared Committed Amount under Seller and not deducted from the Line of Credit Note or any Shared Committed Advances shall be effective as payment of the day Milestone Amounts; and (g) the purchase price for such Participation interest is received by Lender. The obligation of Participant Purchaser shall pay to provide Lender the Seller, in accordance with Section 2.4, the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective Subsequent Royalty Amount, if any, less the aggregate of any set-off, counterclaim or defense Anniversary Payments previously paid by the Purchaser to the Seller and not deducted from the payment that Participant may have or have had against Lenderof the Milestone Amounts.

Payment of Purchase Price. Participant has previously (a) At the Closing, Buyer shall pay to Seller (subject to adjustment as provided in Section 1.3(b)) the Purchase Price, which shall be paid Lender in the sum form of (i) a certificate representing 2,000,000 shares of Parent Common Stock (the "Common Stock"), (which solely for the purposes of this Section 1.3(a) shall be deemed to have an aggregate value of $8,405,785.64 for 20,000,000) and (ii) the purchase balance in cash. In the event of its undivided Participation any change in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of Common Stock between the date of this Agreement and the Original Participation AgreementClosing by reason of any stock dividend, less Participant's Participation Percentage stock split, subdivision, reclassification, recapitalization, combination, exchange of shares or the like (an "Adjustment Event"), the number of shares of Common Stock referenced in origination fees Section 1.3(a)(i) shall be appropriately adjusted so that Seller will receive the same proportionate amount of $150,000 paid by Borrowers the Common Stock Seller was entitled to receive immediately prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than Adjustment Event. (b) Within five (5) business days after the delivery determination of the monthly accounting required under Section 9 Final Working Capital Statement (or such other date, as mutually agreed by Lender and Participanthereinafter defined) in accordance with Section 1.5 hereof, (i) if the amount of the Closing Date Working Capital (as hereinafter defined) calculated in accordance with Section 1.5 is less than 97% of the Target Working Capital (as hereinafter defined), then Seller shall pay to Buyer an amount equal to fifty percent (50%) the difference between 97% of the total Target Working Capital and the Closing Date Working Capital plus interest or (ii) if the amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances Closing Date Working Capital calculated in accordance with Section 1.5 is greater than 103% of the procedure set forth aboveTarget Working Capital, Buyer shall pay to Seller an amount equal to the difference between 103% of the Target Working Capital and the Closing Date Working Capital plus interest. Participant Any payment under this Section 1.3(b) shall remit include interest on the purchase price for its Participation amount of that payment at the prime rate of interest (as published in the Shared Committed Amount "Money Rates" table of The Wall Street Journal on the Closing Date) beginning on the Closing Date (including as hereinafter defined) and ending on the date of any Shared Committed Advancesuch payment. Any payments required under this Section 1.3(b) shall be paid in cash. (c) All cash payments required under this Section 1.3 shall be made by wire transfer, transfer of immediately available federal funds to such bank account(s) as shall be designated in accordance with writing by the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect recipient at least three days prior to the Shared Committed Amount under Closing or promptly upon the Line of Credit Note or any Shared Committed Advances shall be effective as determination of the day Final Balance Sheet (as hereinafter defined), as the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant case may have or have had against Lenderbe.

Payment of Purchase Price. Participant has previously paid Lender The Purchase Price is payable as follows: (a) At the sum Closing, Purchaser shall pay to Seller $14,500,000 less any offsets for Shareholder Debt, the Aviation Purchase Price or any other offsets made in accordance with Sections 2.2 and 2.4 of this Agreement, by delivery of certified checks or cashier's checks payable to the order of Seller, or at Seller's request, shall pay such amount by wire transfer to any bank account designated by Seller at a bank located in the United States. (b) At the Closing, Purchaser shall also deliver to Seller the Note which states an original principal amount of $8,405,785.64 1,500,000, the repayment of which shall be subject to offsets for any indemnification claims which Purchaser may have made hereunder in accordance with the terms set forth in the Note. Purchaser shall also deliver to Seller a letter of credit in favor of Seller in the amount of $1,500,000, which letter of credit shall be subject to draw instructions consistent with the terms of the Note. (c) Within 30 days of completion of the 1998 audit of the Company, but in no event later than March 31, 1999, Purchaser shall deliver to Seller, without offset, the Contingent Purchase Price. (d) Prior to the Closing Date, Seller shall have taken all steps necessary for the purchase transfer of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as title of the date of Company's automobile from the Original Participation AgreementCompany to Seller. Neither Purchaser nor the Company shall have any obligations with respect to such automobile, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior and Seller hereby agrees to indemnify and hold Purchaser and the date of the Original Participation Agreement Company harmless from any loss or liability associated with or arising with respect to the Shared Committed Amount. During each calendar month during automobile from the term date hereof. (e) In addition, if the Closing Date occurs after August 15, 1997, without the mutual agreement of this Agreementthe parties, Lender Purchaser shall fund all Shared Committed Advances for pay simple interest on $14,500,000 less the accounts amount of both Lender and Participant; provided, however, that Participant any offsets which shall be obligated made pursuant to remit to Lender Participant's Participation Percentage in this Article 2, at the rate of 8% per annum from August 16, 1997, or such Shared Committed Advances in accordance with this Section 2. If during any calendar month later date which is the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five day occurring three (53) business days after Seller has delivered the delivery Audited Financial Statements and the Latest Financial Statements of the monthly accounting required under Company to Purchaser, together with the reports from Seller's Accountants described in Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%4.4(a) of this Agreement. Notwithstanding the total amount of foregoing, if the net Shared Committed Advance paid failure to achieve Closing by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances dates shall be carried over a result of Seller's failure to the following month or months perform all of its obligations hereunder, Purchaser's obligation to pay interest shall not arise until they equal or exceed $1,000,000.00 at the end three (3) business days after Seller is able to perform all of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances its obligations under this Agreement in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under terms and conditions of this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderAgreement.

Payment of Purchase Price. Participant The Purchase Price shall be paid as follows: a. Not later than 5:00 PM (Phoenix Time) on the third (3rd) business day following the Effective Date, Buyer, as a condition precedent to this Agreement becoming a binding agreement between the parties, shall deposit into the Escrow by confirmed wire transfer of immediately available federal funds, the amount of Fifty Thousand Dollars ($50,000.00) (the “First Deposit”). b. If Buyer has previously paid Lender the sum of $8,405,785.64 for elected to proceed with the purchase of its undivided Participation in the Shared Committed AmountProperty prior to or upon expiration of the Due Diligence Period (defined below), Buyer shall deposit into Escrow by confirmed wire transfer of immediately available federal funds, the additional sum of One Hundred Thousand Dollars ($100,000.00) (the “Second Deposit”). The foregoing purchase price represents Participant's Participation Percentage in First Deposit and the outstanding principal balance under the Shared Committed Amount as Second Deposit shall become non-refundable to Buyer upon Escrow Holder’s receipt of the date Second Deposit, except upon a termination of this Agreement as a result of (i) Seller’s material default under this Agreement occurring prior the Close of Escrow, or (ii) the failure of any material condition precedent to Buyer’s obligation to purchase the Property expressly stated herein. c. If Buyer fails to deposit the First Deposit or the Second Deposit within the time period provided for above, Seller may at any time prior to Escrow Holder’s receipt of the Original Participation AgreementFirst Deposit or Second Deposit, less Participant's Participation Percentage as applicable, terminate this Agreement and the Escrow by giving written notice to Buyer and Escrow Holder, in origination fees which case this Agreement shall be null and void ab initio and in such event Escrow Holder will immediately deliver to Seller all copies of $150,000 paid by Borrowers prior this Agreement in its possession and, thereafter, neither party shall have any further rights or obligations to the date other hereunder, except as otherwise set forth in this Agreement. The First Deposit, together with the Second Deposit shall sometimes collectively be referred to herein as the “Deposit”. The Deposit and all interest on that portion of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month Deposit while in Escrow during the term of this Agreement, Lender shall fund all Shared Committed Advances be credited in favor of Buyer against the Purchase Price for the accounts Property upon the Close of both Lender and Participant; providedEscrow, however, that Participant but shall be obligated (i) paid to remit Seller if Seller is entitled to Lender Participant's Participation Percentage in such Shared Committed Advances receive the Deposit in accordance with this Agreement, or (ii) returned to Buyer if Buyer is entitled to a return of the Deposit in accordance with this Agreement. d. The balance of the Base Purchase Price for the Property, together with Buyer’s share of costs to be paid and pro-rations to be made pursuant to Section 2. If during any calendar month 13 and Section 14 of this Agreement, shall be deposited by Buyer into the aggregate Shared Committed Advances exceed the aggregate repayments Escrow by confirmed wire transfer of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender federal funds, no later than five 3:00 P.M. (5Phoenix Time) on the last business days after day before the delivery Close of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable Escrow and shall be absolute and unconditional under any and all circumstances and irrespective disbursed to Seller by Escrow Holder upon the Close of any set-off, counterclaim or defense to payment that Participant may have or have had against LenderEscrow.

Payment of Purchase Price. Participant has previously Seller and Purchaser agree that the Purchase Price shall be paid as follows: (a) A portion of the Purchase Price equal to Five Million Eighty Thousand Dollars ($5,080,000) (the “Cash Payment”) shall be paid by Purchaser in immediately available funds at Closing, it being agreed that the Cash Payment shall be delivered to Lender and applied towards payment of the sum Loan; (b) The balance of $8,405,785.64 for the purchase of its undivided Participation Purchase Price shall be paid pursuant to a financing arrangement (“Purchase-Money Financing”) agreed upon by Seller and Purchaser and approved by Lender during the Inspection Period (as hereinafter defined), it being agreed that the liens and security interests created by and set forth in the Shared Committed AmountLoan Documents shall continue to encumber the Property after Closing. The foregoing purchase price represents Participant's Participation Percentage in Purchase Money Financing documents shall include the outstanding principal balance under following business terms: (i) the Shared Committed Amount as of the maturity date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall Purchase Money Financing will be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five eighteen (518) business days months after the delivery of Closing (as hereinafter defined); (ii) the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total principal amount of the net Shared Committed Advance paid by Lender during such monthPurchase Money Financing shall accrue interest at the rate of seven percent (7%) per annum, with Purchaser to pay installments of interest only until maturity. If during any calendar month In addition, the aggregate Shared Committed Advances exceed Purchase Money Financing documents will include a subordinate deed of trust on the aggregate repayments of principal with respect Property and other loan documents containing customary provisions, including specifically, without limitation, provisions to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over effect that any leases of the Property are subject to the following month or months until they equal or exceed $1,000,000.00 at approval of Seller and that the end of any monthProperty will be operated in a first class manner. Without limiting the manner in which the Purchase Money Financing arrangement may be structured, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with Seller and Purchaser agree that the following wire instructionsfinancing options will be considered: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to (A) structuring the Shared Committed Amount under Purchase Money Financing as “wrap” financing that includes the Line of Credit Note or any Shared Committed Advances shall be effective as principal amount of the day Loan and is secured by a subordinate lien in favor of Seller, or (B) structuring the purchase price for such Participation interest is received Purchaser Money Financing as an assumption of the Loan by LenderPurchaser with a subordinate lien in favor of Seller. The obligation Purchase Money Financing will be subject to obtaining any required approvals from Lender and from Bank of Participant to provide Lender with America, N.A. (“Hotel Lender”), which holds a lien on, among other property, the purchase price Hotel Unit, as well as execution of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendersatisfactory intercreditor agreements.

Payment of Purchase Price. Participant has previously paid Lender (a) Within one (1) Business Day following the sum of $8,405,785.64 for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as of the date of the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term execution of this Agreement, Lender Purchaser shall fund all Shared Committed Advances for deposit or cause to be deposited with Escrow Agent, pursuant to an escrow agreement in the accounts form attached hereto as Exhibit B (the “Escrow Agreement”) and executed simultaneously herewith, a deposit by wire transfer of both Lender and Participant; providedimmediately available funds in the amount of Four-Hundred Thousand Dollars ($400,000.00) (the “Deposit”) to the account designated in writing by Escrow Agent. Pursuant to Section 2.2(b), however, that Participant the Deposit shall be obligated credited to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month and considered as payment of part of the aggregate Shared Committed Advances exceed Purchase Price at the aggregate repayments time and upon consummation of principal with respect the Closing. (b) Subject to the Participation Loan satisfaction or waiver of all of the conditions set forth in Section 3.2, at the Closing, Purchaser will pay or cause to be paid to Seller by $1,000,000.00 or more, Participant shall deliver wire transfer of immediately available funds to Lender no later than five a bank account or accounts designated in writing by Seller at least three (53) business days after the delivery of the monthly accounting required under Section 9 (or Business Days prior to such other date, as mutually agreed by Lender and Participant) in date an amount equal to fifty percent (50%) of the total Purchase Price, minus the Holdback Amount, minus the amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month Deposit, plus the aggregate Shared Committed Advances exceed Construction Reimbursement Amount (the aggregate repayments of principal with respect “Closing Cash Payment”). (c) On or prior to the Participation LoanClosing Date, but Seller will pay the amounts of Seller Closing Debt and unpaid Seller Transaction Expenses to be paid at the Closing by less than $1,000,000.00, such net Shared Committed Advances shall be carried over wire transfer of immediately available funds to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share Persons entitled thereto and provide evidence of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount payments to Purchaser promptly thereafter. (including any Shared Committed Advanced) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as Within three (3) Business Days of the day expiration of the purchase price for Holdback Period, Purchaser will pay to Seller the Holdback Amount minus the amount, if any, of the Holdback Amount which was used to satisfy any indemnification claims pursuant to ARTICLE VII, plus Holdback Interest. Any Holdback Amount which is the subject of a dispute on or following the expiration of the Holdback Period will continue to be held by Purchaser and not delivered to Seller until such Participation interest dispute is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderfinally resolved.

Payment of Purchase Price. Participant The Purchase Price shall be payable as follows: 1.3.1 On Monday, January 12, 1998, Buyer shall deposit into "Escrow" (defined below) TWO MILLION DOLLARS ($2,000,000) (the "DEPOSIT") by certified check or wire transfer of federal funds, or in another immediately available form. Buyer may not make any announcements, interview employees or enter onto the Golf Course until Seller is in receipt of such funds. Subject to Section 2.1, as set forth below, prior to the Effective Date, Buyer has previously paid Lender completed, to its satisfaction, its due diligence of the sum Property and of $8,405,785.64 for all matters relating to the purchase of Property and has either approved in writing the same or waived in writing its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount objections thereto, and, therefore, as of the date "Decision Date" (as defined below), the Deposit shall be non-refundable to Buyer. Unless Buyer has previously terminated this Agreement pursuant to Section 2.2, then, provided Seller is not in default, on the Decision Date, without requiring further instructions from Buyer or Seller, "Escrow Holder" (as defined below) shall release to the Seller the entire Deposit plus interest accrued thereon while in Escrow by wire transfer in accordance with wiring instructions to be provided to Escrow Holder by Seller. The Deposit, interest accrued thereon while in Escrow and a sum equal to the interest that would have additionally been earned while in Escrow until the Closing shall be applied to the Purchase Price upon Closing. The Escrow Holder shall be entitled to comply with this instruction without receipt of further instructions from the Original Participation Agreement, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers Buyer or the Seller. 1.3.2 At least one (1) business day prior to the date Closing Date, Buyer shall deposit into Escrow the balance of the Original Participation Agreement with respect Purchase Price (approximately $23,750,000), subject to adjustment by reason of any applicable prorations and the Shared Committed Amount. During each calendar month during allocation of closing costs described below and subject to all of the term terms and conditions of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant . The deposit required by this paragraph shall be obligated to remit to Lender Participant's Participation Percentage made by wire transfer of federal funds or in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver another immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderform.

Payment of Purchase Price. Participant has previously The purchase price of the Units of a Member as determined in accordance with Section 3 above, shall be paid Lender in the sum following manner: (a) There shall first be credited against such purchase price the amount of $8,405,785.64 for any indebtedness due and payable by the Withdrawing Member to the party or parties acquiring the Units. (b) The proceeds of any insurance policy on the Members’ life which are paid to the party or parties acquiring the Units shall be applied in full to the purchase price. (c) Any balance of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage shall be paid by the party or parties purchasing said shares in equal monthly installments of principal and all accrued interest over a period of five (5) years beginning on the outstanding principal balance under first day of the Shared Committed Amount as of month following the date of Closing. Interest shall be computed at the Original Participation Agreementannual rate on the date the note referred to below is executed, less Participant's Participation Percentage adjusted annually on the anniversary date of said note. Such payments shall be evidenced by a negotiable promissory note or notes with all of the terms and conditions for payment specified in origination fees this Agreement incorporated therein. Said note(s) shall be delivered to the party selling the Units at the Closing. (d) In the event any payment of $150,000 interest or principal as provided for above shall not be paid by Borrowers prior when due, then the Withdrawing Member or his estate or heirs, as the case may be, shall have the right to declare the full amount of the balance of said promissory note(s) immediately due and payable without awaiting the maturity of the remaining installments on said note(s). (e) The party or parties acquiring the Withdrawing Member’s Units and issuing the promissory note(s) shall have the right to prepay any additional portion or all of the balance of the promissory note(s) with interest computed to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderpayment.

Payment of Purchase Price. Participant has previously The Purchase Price shall be paid Lender in accordance with the following: 1.2.1 Within five (5) days after the “Opening of Escrow,” Buyer shall deposit with “Escrow Holder” (as those terms are defined in Section 3.1) as an xxxxxxx money deposit the sum of Twenty-Five Dollars ($8,405,785.64 25,000) (the “Xxxxxxx Money Deposit”). ’’In the event the “Escrow” (as that term is defined in Section 3.1) closes, Escrow Holder shall apply the Xxxxxxx Money Deposit towards the Purchase Price. In the event the Escrow is terminated and fails to close, for the purchase of its undivided Participation in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as any reason other than Seller’s default of the date of the Original Participation Agreementterms hereof, less Participant's Participation Percentage in origination fees of $150,000 paid by Borrowers prior to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this AgreementEscrow Holder shall promptly, Lender shall fund all Shared Committed Advances for the accounts of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender but no later than five (5) business days after said termination, release the Xxxxxxx Money Deposit to Seller. Notwithstanding anything in this Agreement to the contrary, a portion of the Xxxxxxx Money Deposit, in the amount of One Hundred Dollars ($100) (the “Independent Contract Consideration”), shall be released immediately to City as consideration for Seller’s execution and delivery of the monthly accounting required under Section 9 (this Agreement and Xxxxx’s right to approve or such other date, as mutually agreed by Lender and Participant) disapprove any Buyer contingencies set forth in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal this Agreement with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over Property. The Independent Contract Consideration is in all respects nonrefundable to the following month Buyer as consideration for Seller’s execution and delivery of this Agreement and Xxxxx’s right to approve or months until they equal or exceed $1,000,000.00 at the end of disapprove any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure Buyer contingencies set forth above. Participant in this Agreement. 1.2.2 On or before 5:00 p.m. on the business day preceding the “Closing Date” (as that term is defined in Section 4.1) or such earlier time as required by Escrow Holder in order to close Escrow on the Closing Date, Buyer shall remit deposit with Escrow Holder in Good Funds the purchase price for its Participation in Purchase Price, less the Shared Committed Amount (including any Shared Committed Advance) by wire transferXxxxxxx Money Deposit, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit and such additional funds as may be required to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as meet Xxxxx’s portion of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lenderclosing costs as hereinafter provided.

Payment of Purchase Price. Participant has previously (a) The purchase price to be paid Lender by TJC for the sum Assets (the “Purchase Price”) is $500,000, subject to adjustment as set forth in Section 4(d); (b) TJC will pay to Seller the amount $400,000 in cash at Closing; (c) At Closing, TJC shall deliver to Seller a promissory note (the “Note”), a copy of which is attached hereto as Exhibit 3, in the principal amount of $8,405,785.64 for 100,000, with interest on the purchase unpaid balance at the rate of its undivided Participation 5.25% per year. Except as provided herein, the principal amount of the Note (and the interest thereon) shall be payable in full 10 months after Closing. Amounts due under the Note may be withheld to cover indemnification or other claims (“Claims”) that TJC may have against Seller or the Shareholder, as provided herein and in the Shared Committed AmountNote. If Seller and the Shareholder shall have fully performed their Section 25(b) Duties (as hereinafter defined), TJC shall prepay the amount of $25,000 (and the interest thereon) less any applicable offsets, within seven days of completion of such Section 25(b) duties, and by no later than 120 days after Closing. If no Claim relating to personnel matters, including but not limited to Claims for unpaid wages, unpaid overtime, unreimbursed expenses, missed meal periods, missed rest breaks and associated penalties (including additional demands made or other steps taken in connection with the Claim by Lxxxx Xxxxxxxxx against Seller) (“Personnel Claims”), has been made against any party hereto by six months after Closing, TJC shall prepay the amount of $25,000 (and the interest thereon) less any applicable offsets, within seven days after the six month anniversary of the Closing. (d) Within thirty (30) days after Closing, the Purchase Price shall be adjusted by appropriate prorations for rent, security deposits, Assumed Contracts, deposits or prepayments made in connection with membership agreements, prepaid services packages and other agreements or arrangements Seller has made with patients of the Subject Franchises, to the extent related to services to be performed after Closing, management services agreements, state and local real estate taxes and transfer taxes, sales tax, service and utility contracts, payroll and employee related payments in respect of periods prior to Closing (the “Adjustments”). The foregoing purchase price represents Participant's Participation Percentage in Parties shall cooperate to determine the outstanding principal balance under the Shared Committed Amount as amounts of the date Adjustments, and shall agree to such amounts within thirty (30) days after Closing. The agreed amount of the Original Participation Adjustments shall be documented by a written agreement signed by the parties hereto (the “Adjustment Agreement”). In the event that the parties agree that the Adjustments in favor of Seller are greater than the Adjustments in favor of TJC, less Participant's Participation Percentage in origination fees TJC shall remit the net amount of $150,000 paid by Borrowers prior Adjustments to the date Seller within thirty (30) days of the Original Participation Agreement with respect to effectiveness of the Shared Committed AmountAdjustment Agreement. During each calendar month during In the term event that the parties agree that the Adjustments in favor of this AgreementTJC are greater than the Adjustments in favor of Seller, Lender shall fund all Shared Committed Advances for the accounts principal amount of both Lender and Participant; provided, however, that Participant shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances the Note delivered in accordance with this Section 2. If during any calendar month 4(c) shall be reduced by the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan by $1,000,000.00 or more, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery of the monthly accounting required under Section 9 (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total net amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation LoanAdjustments, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note or any Shared Committed Advances shall be effective as of the day after the purchase price for such Participation interest Adjustment Agreement is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lendereffective.

Payment of Purchase Price. Participant has previously (a) The Purchase Price for the Receivables sold on the Closing Date shall be paid Lender the sum (i) by payment of $8,405,785.64 ______ in immediately available funds, (ii) through an advance under the Subordinated Note (such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Advance") in the amount of $______ and (iii) the balance, if any, of the Purchase Price shall be deemed paid as a contribution to the capital of the Purchaser by the Seller of Receivables in the event that such Seller is a shareholder of the Purchaser. (b) The Purchase Price for the purchase Receivables sold by the Seller on any date after the date hereof (each, a "Purchase Date") shall be paid either (i) in cash or (ii) as the Purchaser may elect, in its sole discretion, by means of its undivided Participation (A) an Advance under the Subordinated Note or (B) a capital contribution by the Seller to the Purchaser in the Shared Committed Amount. The foregoing purchase price represents Participant's Participation Percentage in the outstanding principal balance under the Shared Committed Amount as form of a contribution of the date additional Receivables] or (iii) any combination of the Original Participation Agreementforegoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date and is ineligible to make or elects not to make payment of such insufficiency by means of a capital contribution, less Participant's Participation Percentage such insufficiency shall be evidenced by the making of an Advance on such Purchase Date in origination fees of $150,000 paid by Borrowers prior an original principal amount equal to such cash shortfall owed to the date of the Original Participation Agreement with respect to the Shared Committed Amount. During each calendar month during the term of this Agreement, Lender shall fund all Shared Committed Advances for the accounts of both Lender and ParticipantSeller; provided, however, that Participant no Advance shall be obligated to remit to Lender Participant's Participation Percentage in such Shared Committed Advances in accordance with this Section 2. If made if immediately thereafter the Net Worth of the Purchaser would be less than 10% of the highest Aggregate Principal Receivables outstanding during any the immediately preceding twelve (12) calendar month period. All Advances made by the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect Seller to the Participation Loan Purchaser shall be evidenced by $1,000,000.00 or morea single subordinated note, Participant shall deliver immediately available funds to Lender no later than five (5) business days after the delivery duly executed on behalf of the monthly accounting required under Section 9 Purchaser, in substantially the form of Exhibit B annexed hereto, delivered and payable to the Seller in a principal amount of up to $_____ (the "Subordinated Note"). The Seller is hereby authorized by the Purchaser to endorse on the schedule attached to the Subordinated Note (or such other date, as mutually agreed by Lender and Participant) in an amount equal to fifty percent (50%) of the total amount of the net Shared Committed Advance paid by Lender during such month. If during any calendar month the aggregate Shared Committed Advances exceed the aggregate repayments of principal with respect to the Participation Loan, but by less than $1,000,000.00, such net Shared Committed Advances shall be carried over to the following month or months until they equal or exceed $1,000,000.00 at the end of any month, at which time Participant shall deliver to Lender Participant's share a continuation of such net Shared Committed Advances in accordance with the procedure set forth above. Participant shall remit the purchase price for its Participation in the Shared Committed Amount (including any Shared Committed Advance) by wire transfer, in accordance with the following wire instructions: Bank: Bank One - Michigan ABA #072000326 For Credit to Sun Operating Communities Operating Xxxxxxx Xartnership Account #1530503 Participant's Participation under this Agreement wixx xxxxect to the Shared Committed Amount under the Line of Credit Note schedule attached thereto and made a part thereof or any Shared Committed Advances shall be effective as of the day the purchase price for such Participation interest is received by Lender. The obligation of Participant to provide Lender with the purchase price of Participant's Participation in any Shared Committed Advance is irrevocable and shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that Participant may have or have had against Lender.otherwise