Common use of Representations of the Purchaser Clause in Contracts

Representations of the Purchaser. The Purchaser makes the following representations and warranties to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Initial Purchaser makes the following representations hereby represents and warranties warrants to the Seller, as of the date hereof and as of each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate, that: (ai) The Initial Purchaser is a trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust national banking association with full power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Initial Purchaser acting through the New York branch. The Initial Purchaser had the full corporate power and authority to own the Mortgage loans and has the full corporate power authority to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of the Agreement. (ii) The Initial Purchaser has duly authorized the execution, delivery and performance of the Agreement, has duly executed and delivered this Agreement Agreement, and to perform this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its obligations hereunder. terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity; (iii) The execution, delivery and performance of this Agreement by the Initial Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly (x) does not conflict and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under or violate (1A) any of the terms, conditions terms or provisions of provision on the organizational documents of the Initial Purchaser, (2B) any of the terms, conditions term or provisions provision of any material documentagreement, agreement contract, instrument or other instrument indenture, to which the Initial Purchaser is a party or by which it the Initial Purchaser or any of its property is bound, or (3C) any law or regulation applicable to the Purchaserlaw, or (4) any rule, regulation, order, judgment, writ, injunction, decree, order injunction or ruling decree of any court or governmental authority binding on having jurisdiction over the Purchaser.Initial Purchaser or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loan; (div) No consent, approval, waiver, license or authorization or other action by order of, registration or filing with with, or notice on behalf of the Initial Purchaser to any governmental authority or court is required required, under federal or the laws of the State of New York, for the execution, delivery and performance by the Initial Purchaser of, or compliance by the Initial Purchaser with, this Agreement or the consummation by the Initial Purchaser of any other transaction contemplated hereby; (v) The Initial Purchaser is not in connection with violation of, and the execution and delivery of this Agreement by the Initial Purchaser and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of New York court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Initial Purchaser or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Initial Purchaser or its assets or might have consequences that would materially and adversely affect the performance of its obligation and duties hereunder; (vi) There are no actions or proceedings against, or investigations known to it of, the Initial Purchaser before any court, administrative or other tribunal (A) that might prohibit its entering into the Agreement, or (B) that might prohibit or materially and adversely affect the performance by the Initial Purchaser of its obligations under, or validity or enforceability of, this Agreement; and (vii) There is no litigation currently pending or, to the best of the Initial Purchaser's knowledge without independent investigation, threatened against the Initial Purchaser that would reasonably be expected to materially and adversely affect the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the consummation by the Purchaser financial condition of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunderInitial Purchaser. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes acknowledges that the following representations Notes have not been registered under the Securities Act and warranties that, subject to Section 4 hereof, neither the Issuer nor the Company intends to register the Notes under the Securities Act, and the Purchaser represents and warrants to the Seller, each and all of which shall survive the execution and delivery of this Agreement Issuer and the Closing hereunderCompany as follows: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust corporate power and authority to execute and deliver enter into this Agreement and Agreement, to perform its obligations hereunder. The execution, delivery hereunder and performance of this Agreement by to consummate the Purchaser has been duly authorized by all necessary trust action on the part of the Purchasertransactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid legal and binding obligation agreement of the Purchaser, enforceable against the Purchaser it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's the enforcement of creditors’ rights generally or by general equitable principlesprinciples of equity. (cb) The execution execution, delivery and delivery performance by the Purchaser of this Agreement Agreement, and the performance consummation of the transactions contemplated by this Agreement, do not as of the Purchaser of its obligations hereunder date hereof and will not conflict with, constitute a default under or violate (1) any as of the terms, conditions or provisions of Closing Date (i) violate the organizational documents of the Purchaser, (2ii) any of the terms, conditions or provisions of violate any material document, agreement or other instrument to which the Purchaser is a party or by which it the Purchaser or any of its property or assets is bound, (3) any law or regulation applicable to the Purchaser, or (4iii) violate any law, rule, regulation, judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on decree applicable to the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (ec) The Purchaser is purchasing has the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication requisite knowledge and experience in financial and business and financial matters as to be so that it is capable of evaluating the merits and risks of the prospective investmentpurchase contemplated hereby and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit the Purchaser to evaluate the merits and risks of the purchase contemplated hereby. (d) The Purchaser is an “institutional accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (e) The Purchaser will acquire the Notes for its own account, is able to bear the economic risk of such for investment and is able not with a view to afford a complete loss the distribution thereof or any interest therein in violation of such investmentthe Securities Act or applicable state securities laws. (f) Except as are set forth in this AgreementThe Purchaser will not resell the Notes unless the Notes have been registered under the Securities Act or unless an exemption from registration is available for such resale. (g) During the three (3) months prior to the date hereof, the Purchaser has not received any representations been, and as of the Closing Date the Purchaser will not be, a director, officer or warranties from affiliate of the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock Issuer or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result holder of ten percent (110%) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any more of the foregoingoutstanding common shares of the Company. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes the following representations and warranties to the SellerSection 7.1. Due Authorization; Absence of Conflicts; Enforceability; Purchase for Investment, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunder:etc. (a) The Purchaser is a trust duly organizedYou represent and warrant to Company that you have the full legal capacity, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust power and authority to execute execute, deliver and deliver this Agreement and perform the Loan Documents to perform its obligations hereunder. The which you are a party; the execution, delivery and performance by you of this Agreement by the Purchaser each Loan Document to which you are a party has been duly authorized by all necessary trust legal action on the part your part; your execution, delivery and performance of the Purchaser. This Agreement has been duly Loan Documents to which you are a party and validly executed the consummation of the transactions contemplated hereby and delivered thereby will not (a) conflict with (i) any provision of any governing instrument applicable to you, or (ii) any Material permit, franchise, judgment, decree, law, rule or regulation applicable to you or your assets, or (b) result in any Material breach of any terms or provisions of, or constitute a Material default under, any Material contract, agreement or instrument to which you are a party or by the Purchaser which you are bound; and (assuming the due authorization, execution and delivery thereof by the Seller) such Loan Document constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser you in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization reorganization, moratorium, or other similar laws affecting creditor's the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by general equitable principlesat law). (cb) The execution You represent and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable warrant to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on Company that you are purchasing the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution Notes and delivery by the Purchaser of this Agreementupon their conversion, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own accountCommon Stock, for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds for investment purposes and not with a view to the distribution thereofthereof or any interest therein, provided that the disposition of your or their property shall at all times be within your or their control and in compliance with applicable Securities Laws. The Purchaser You understand that the Notes and except as contemplated by the Registration Rights Agreement, upon their conversion, the Common Stock, have not been and will not be registered under any Securities Laws and may be resold only if registered pursuant to the provisions of applicable Securities Laws or if an exemption from such registration is available, except under circumstances where neither such registration nor such an exemption is required by law. You represent and warrant to the Company that you are an "accredited investor" under Rule 501(a) of the Securities Act. (c) You understand that you must bear the economic risk of an investment in the Notes and the shares of Common Stock issuable upon conversion of the Notes because, among other reasons, the offering and sale of Notes and except to the extent contemplated by the Registration Rights Agreement, the Common Stock have not been and will not be registered under applicable Securities Laws; the Notes and the shares of Common Stock issuable upon conversion of the Notes are "restricted securities" as that term is defined in Rule 501 of Regulation D 144 promulgated under the Securities Act and, therefore, the Notes and such shares cannot be sold unless such sales are subsequently registered under applicable Securities Laws or an exemption from such registration is available. A legend to this effect shall be set forth on the face of 1933, as amended each Note. ("Securities Act")d) and by reason of its business and financial experience, it has such knowledge, sophistication You have sufficient knowledge and experience in financial and business and financial matters so as to be capable of evaluating the merits and risks of your investment in the prospective Notes and the shares of Common Stock issuable upon conversion of the Notes and you are capable of bearing the economic risks of such investment, is able to bear the economic risk of such investment and is able to afford including a complete loss of such your investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. 8.1 The Purchaser makes the following representations represents and warranties warrants to the SellerVendor as follows, each with the intent that the Vendor will rely thereon in entering into this Agreement and all in concluding the purchase and sale contemplated hereby, that: (a) the Purchaser is a corporation duly incorporated, validly existing, and in good standing under the federal laws of which shall survive Canada and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; (b) the execution and delivery of this Agreement and the Closing hereunder: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws completion of the jurisdiction of its organization. (b) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser transactions contemplated hereby has been duly and validly authorized by all necessary trust corporate action on the part of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, a valid and binding obligation of the Purchaser in accordance with its terms; (c) the Purchaser is not a non-Canadian as defined in the Investment Canada Act (Canada); (d) there is no requirement for the Purchaser to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement; (e) the Purchaser is a corporation duly incorporated, validly existing, and in good standing under the federal laws of Canada, and has the power, authority, and capacity to carry on its business as presently conducted and to enter into this Agreement and carry out its terms; (f) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles.; (cg) The neither the execution and delivery by the Purchaser of this Agreement and nor the performance by of the Purchaser of its Purchaser's obligations hereunder will not conflict with, violate or constitute a default under the constating documents, by-laws, or violate (1) any of the terms, conditions or provisions of the organizational documents articles of the Purchaser, (2) any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Purchaser, its business or any of its business assets, or any contract, agreement, instrument, covenant, mortgage, or security; (h) each of the termsPurchaser's contracts, conditions or provisions engagements, and commitments is in good standing and in full force and effect and the Purchaser has performed all of the obligations required to be performed by it and is entitled to all benefits thereunder, and is not in default or, to the Purchaser's knowledge, alleged to be in default in respect of any material documentcontract or any other contracts, agreement engagements or other instrument commitments to which the Purchaser is a party or by which it is bound; (i) the audited financial statements of the Purchaser for the period ended February 28, 1999 were prepared in accordance with generally accepted accounting principles consistently applied and are true and correct and present fairly and completely the assets, liabilities (3whether accrued, absolute, contingent or otherwise), and the financial condition of the Purchaser and the results of the operation of its business for the periods reported thereby. The financial position and condition of the Purchaser is now at least as good as that shown on or reflected in the interim financial statements provided to the Vendor; (j) since February 5, 1999, the Purchaser's business has been carried on only in the ordinary and normal course consistent with past practices and since such date there has not been: (i) any law change, event, or regulation applicable to circumstance which would materially adversely affect the affairs, assets, liabilities, earnings, prospects, operation, or condition of its business, or (ii) any loss, damage, or destruction, whether or not covered by insurance, which would materially adversely affect the affairs, prospects, operations, or condition of the Purchaser's business or its business assets; and (k) the Form 20F of the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution year ended February 28, 1998, filed with the SEC is true and delivery by correct in all material respects and there have been no adverse material changes to the business, affairs or financial condition of the Purchaser of this Agreement, since the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk date of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.Form 20F.

Representations of the Purchaser. The Purchaser makes represents and warrants to each Seller on the following representations date hereof and warranties to the Seller, each and all as of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate that: (a) The Purchaser is a trust duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms. Purchaser has the full right, except as such enforceability may be limited by applicable bankruptcypower, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principleslegal capacity and authority to purchase the Notes and to enter into and perform its obligations under this Agreement. (c) The execution execution, delivery and delivery by the Purchaser performance of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, violate or result in a breach of any provision of, or constitute a default under (or violate an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (1A) any of the terms, conditions or provisions provision of the organizational or governing documents of the Purchaser, Purchaser or (2B) any mortgage, note, indenture, deed of the termstrust, conditions or provisions of any material documentlease, loan agreement or other agreement or instrument to which the Purchaser is a party or by which it is boundany permit, (3) any law concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the PurchaserPurchaser or any of its properties or assets, or other than any such conflict, violation, breach, default, termination and acceleration under clause (4B) any judgment, writ, injunction, decree, order or ruling that would not reasonably be expected to adversely impact the ability of any court or governmental authority binding on the PurchaserPurchaser to consummate the transactions contemplated hereby. (d) No material consent, approval, waiver, license order or authorization of, or other action by material registration, declaration or filing with with, any governmental authority entity is required on the part of the Purchaser in connection with the execution execution, delivery and delivery performance by the Purchaser it of this Agreement, Agreement and the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunderhereby. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes the following representations hereby represents and warranties warrants to the Seller, as of the date hereof and as of each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate, that: (ai) The Purchaser is a trust duly organized, incorporated validly existing and in good standing under the laws of the jurisdiction State of New York with full corporate power and authority to conduct its organization.business as presently conducted by it to the extent Material to the consummation of the transactions contemplated herein. The Purchaser has the full corporate power and authority to own the Mortgage Loans and has the full corporate power authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of the Agreement; (bii) The Purchaser has all requisite trust power duly authorized the execution, delivery and authority to execute performance of the Agreement, has duly executed and deliver delivered this Agreement Agreement, and to perform this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its obligations hereunder. terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity; (iii) The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly (x) does not conflict and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under or violate (1A) any of the terms, conditions terms or provisions of provision on the organizational documents of the Purchaser, (2B) any of the terms, conditions term or provisions provision of any material documentagreement, agreement contract, instrument or other instrument indenture, to which the Purchaser is a party or by which it the Purchaser or any of its property is bound, or (3C) any law or regulation applicable to the Purchaserlaw, or (4) any rule, regulation, order, judgment, writ, injunction, decree, order injunction or ruling decree of any court or governmental authority binding on having jurisdiction over the Purchaser.Purchaser or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have an adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (div) No consent, approval, waiver, license or authorization or other action by order of, registration or filing with with, or notice on behalf of the Purchaser to any governmental authority or court is required in connection with for the execution execution, delivery and delivery performance by the Purchaser of of, or compliance by the Purchaser with, this Agreement, Agreement or the consummation by the Purchaser of any other transaction contemplated hereby; (v) The Purchaser is not in violation of, and the transactions contemplated hereby execution and delivery of this Agreement by the Purchaser and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Purchaser or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Purchaser or its assets or might have consequences that would materially and adversely affect the performance of its obligation and duties hereunder; (vi) There are not actions or proceedings against, or investigations known to it of, the Purchaser before any court, administrative or other tribunal (A) that might prohibit its entering into the Agreement, or (B) that might prohibit or materially and adversely affect the performance by the Purchaser of its obligations hereunder.under, or validity or enforceability of, this Agreement; and (evii) The Purchaser There is purchasing the TLCP Stock for its own accountno litigation currently pending or, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks best of the prospective investmentPurchaser’s knowledge without independent investigation, is able threatened against the Purchaser that would reasonably be expected to bear adversely affect the economic risk execution, delivery, performance or enforceability of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, or that would result in an adverse change in the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result financial condition of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes represents and warrants to each Seller on the following representations date hereof and warranties to the Seller, each and all as of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate that: (a) The Purchaser is a trust duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organizationorganization and has all requisite power and authority to enter into and perform its obligations under this Agreement. (b) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, is a valid and binding obligation of the Purchaser, enforceable against the Purchaser it in accordance with its terms, except as such enforceability may be limited affected by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting creditor's enforcement of creditors’ rights generally or and by general equitable principlesprinciples of equity. Purchaser has the full right, power, legal capacity and authority to purchase the Notes and to enter into and perform its obligations under this Agreement. (c) The execution execution, delivery and delivery by the Purchaser performance of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, violate or result in a breach of any provision of, or constitute a default under (or violate an event which, with notice or lapse of time or both would constitute a default) under, or result in the termination of or accelerate the performance required by, or result in a right of termination or acceleration under, (1A) any of the terms, conditions or provisions provision of the organizational or governing documents of the Purchaser, Purchaser or (2B) any mortgage, note, indenture, deed of the termstrust, conditions or provisions of any material documentlease, loan agreement or other agreement or instrument to which the Purchaser is a party or by which it is boundany permit, (3) any law concession, grant, franchise, license, judgment, order, decree, ruling, injunction, statute, law, ordinance, rule or regulation applicable to the PurchaserPurchaser or any of its properties or assets, or other than any such conflict, violation, breach, default, termination and acceleration under clause (4B) any judgment, writ, injunction, decree, order or ruling that would not reasonably be expected to adversely impact the ability of any court or governmental authority binding on the PurchaserPurchaser to consummate the transactions contemplated hereby. (d) No material consent, approval, waiver, license order or authorization of, or other action by material registration, declaration or filing with with, any governmental authority entity is required on the part of the Purchaser in connection with the execution execution, delivery and delivery performance by the Purchaser it of this Agreement, Agreement and the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunderhereby. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. (a) The Purchaser makes Purchaser, as of the following representations and warranties date hereof, hereby represents to the Seller, each Seller that: (i) the Purchaser is a joint powers commission and all a unit of which shall survive government and body corporate and politic organized and existing under the laws of the State of Wisconsin; (ii) the execution and delivery of this Agreement by the Purchaser, the consummation by the Purchaser of the transactions contemplated in this Agreement, and the Closing hereunder: performance of, and compliance with, the terms of this Agreement by the Purchaser, do not conflict with or result in a breach of, violation of, or constitute a default (aor an event which, with notice or the lapse of time, or both, would constitute a default) The under (1) the Joint Exercise Agreement and by‑laws of the Purchaser, (2) any of the provisions of any law, rule, regulation, judgment, decree, demand, or order (of any federal, State of Wisconsin, or local governmental or regulatory authority or court) or the determination of any arbitrator binding on the Purchaser or its interests, or (3) any of the provisions of any indenture, mortgage loan, contract, instrument, or other document to which the Purchaser is a trust duly organizedparty or by which it is bound except where such breach, validly existing and in good standing under violation, or default would not have a material adverse effect on the laws of performance by the jurisdiction Purchaser of its organization.obligations under this Agreement; (biii) The the Purchaser has all requisite trust the full power and authority to execute and deliver this Agreement purchase the Purchased Assets from the Seller and to perform its obligations hereunder. The enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement by the Purchaser Agreement, and has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and this Agreement; (iv) this Agreement, assuming the due authorization, execution and delivery thereof by the Seller) , constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its termsthe terms hereof, except as such enforceability the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles, by the exercise of judicial discretion in appropriate cases, and by the limitation on legal and equitable remedies against joint powers commissions or governmental units of the State of Wisconsin; (v) to the Purchaser’s knowledge, there is no litigation or investigation pending or threatened in writing directly against the Purchaser before any court, administrative agency or other similar laws affecting creditor's rights generally tribunal to prohibit, or by general equitable principles. (c) The execution and delivery that could reasonably be expected to prohibit, the Purchaser from entering into this Agreement or could reasonably be expected to adversely affect the purchase of the Purchased Assets by the Purchaser or the execution or delivery by, or enforceability of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict withagainst, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser.; (dvi) No no consent, approval, waiver, license or authorization or other action by order of, registration or filing with with, or notice to, any Wisconsin governmental authority or court is required in connection with required, under federal or Wisconsin law, for the execution Purchaser’s execution, delivery and delivery performance of or compliance by the Purchaser of with this Agreement, or the consummation by the Purchaser of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given and (2) where the transactions contemplated hereby lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Purchaser of its obligations hereunder.under this Agreement; (evii) The the Purchaser is purchasing has sought and obtained financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to the TLCP Stock for Purchaser) with respect to the Purchased Assets from its own account, for investment purposes advisors (and not with a view from the Seller); and (viii) the Seller has provided Purchaser all information and documentation that has been requested by the Purchaser in order for the Purchaser to conduct its own investigation to the distribution thereofextent it deemed necessary. The Purchaser is has been offered an "accredited investor" (as that term is defined in Rule 501 of Regulation D under opportunity to have made available to it any and all such information it might request regarding the Securities Act of 1933, as amended ("Securities Act")) Purchased Assets and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of collateral for the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated herebyPurchased Assets. The Purchaser is not purchasing relying on any other party or person, other than the TLCP Stock as Seller, to undertake the furnishing or verification of information related to the Purchased Assets. (b) Upon discovery by any of the parties hereto of a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result breach of any of the foregoingrepresentations and warranties set forth above which materially and adversely affects the interests of the Seller, the party discovering such breach shall give prompt written notice of such breach to the Seller. (gc) The With respect to any representation or warranty in this Agreement that is qualified by the words “to Purchaser’s knowledge” or words of like import mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the individual officers and employees of the Purchaser is not an affiliate directly responsible on behalf of either the Seller or Telecorp. (h) The Purchaser has been afforded for the opportunity Purchaser’s representations and covenants herein and its participation in the transactions contemplated by this Agreement, managing, administering and receiving the Purchased Assets on behalf of the Purchaser, in each case without having conducted any independent inquiry into such matters and without any obligation to have legal counsel review this Agreementdone so.

Representations of the Purchaser. The Purchaser makes the following representations hereby represents and warranties to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderwarrants as follows: (a) The Purchaser 4.1 It is a trust duly organized, validly existing and in good standing private company organized under the laws of the jurisdiction of its organizationGermany. (b) The Purchaser 4.2 It has all requisite trust the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The executionExcept as set forth in Section 6 below, delivery and performance no consents, approvals, authorizations or permits are *** Confidential treatment has been requested for redacted portions of this Agreement exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. required in connection with the consummation by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchasertransactions contemplated by this Agreement. This Agreement The Purchaser has been duly and validly executed and delivered this Agreement, and no other corporate or other proceedings on the part of the Purchaser or its shareholders is necessary to authorize this Agreement and the transactions contemplated hereby. Subject to obtaining the approvals and satisfying the conditions precedent to Closing set forth in Section 6 below, this Agreement when executed by the Purchaser will constitute valid, binding and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation enforceable obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) 4.3 The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby do not and will not (a) violate or conflict with any provision of the performance by memorandum or articles of association (or other equivalent instrument) of the Purchaser; (b) violate or conflict with any provision of. or result in breach of, constitute a default under, or permit or result in the termination, cancellation or acceleration of any right or obligation of the Purchaser under any contract to which it is a party; or (c) violate or result in a breach of, or constitute a default under, any law or order of its obligations hereunderany governmental body applicable to the Purchaser. (e) The Purchaser 4.4 It has sufficient immediately available funds in cash to pay the Investment Amount. 4.5 It is purchasing aware that the TLCP Stock for its own account, for investment purposes Purchased Shares are and not with a view will be subject to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 Section 15C of Regulation D under the Securities Act of 1933, as amended Law and the Securities Law Regulations ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as Details with Regard to be capable of evaluating the merits and risks Sections 15A to 15C of the prospective investmentLaw), is able to bear 2000. which imposes certain restrictions in respect of the economic risk transfer of such investment and is able to afford a complete loss of such investmentthe Purchased Shares. (f) Except as are set forth in 4.6 On the date of this Agreement, it does not hold any securities of the Company, directly or indirectly. 4.7 No written or oral agreement or voting agreement exists between the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of and any of the foregoingequity security holders of the Company or any other Person concerning their shares in the Company or their rights therein. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Initial Purchaser makes the following representations hereby represents and warranties warrants to the Seller, as of the date hereof and as of each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate, that: (ai) The Initial Purchaser is a trust duly organizedXxxxxx Brothers Bank, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust FSB_ with full corporate power and authority to conduct its business as presently conducted by it to the extent material to the consummation of the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Initial Purchaser acting through the New York branch. The Initial Purchaser had the full corporate power and authority to own the Mortgage loans and has the full corporate power authority to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of the Agreement. (ii) The Initial Purchaser has duly authorized the execution, delivery and performance of the Agreement, has duly executed and delivered this Agreement Agreement, and to perform this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its obligations hereunder. terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity; (iii) The execution, delivery and performance of this Agreement by the Initial Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly (x) does not conflict and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under or violate (1A) any of the terms, conditions terms or provisions of provision on the organizational documents of the Initial Purchaser, (2B) any of the terms, conditions term or provisions provision of any material documentagreement, agreement contract, instrument or other instrument indenture, to which the Initial Purchaser is a party or by which it the Initial Purchaser or any of its property is bound, or (3C) any law or regulation applicable to the Purchaserlaw, or (4) any rule, regulation, order, judgment, writ, injunction, decree, order injunction or ruling decree of any court or governmental authority binding on having jurisdiction over the Purchaser.Initial Purchaser or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loan; (div) No consent, approval, waiver, license or authorization or other action by order of, registration or filing with with, or notice on behalf of the Initial Purchaser to any governmental authority or court is required required, under federal or the laws of the State of New York, for the execution, delivery and performance by the Initial Purchaser of, or compliance by the Initial Purchaser with, this Agreement or the consummation by the Initial Purchaser of any other transaction contemplated hereby; (v) The Initial Purchaser is not in connection with violation of, and the execution and delivery of this Agreement by the Initial Purchaser and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of New York court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Initial Purchaser or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Initial Purchaser or its assets or might have consequences that would materially and adversely affect the performance of its obligation and duties hereunder; (vi) There are not actions or proceedings against, or investigations known to it of, the Initial Purchaser before any court, administrative or other tribunal (A) that might prohibit its entering into the Agreement, or (B) that might prohibit or materially and adversely affect the performance by the Initial Purchaser of its obligations under, or validity or enforceability of, this Agreement; and (vii) There is no litigation currently pending or, to the best of the Initial Purchaser's knowledge without independent investigation, threatened against the Initial Purchaser that would reasonably be expected to adversely affect the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the consummation by the Purchaser financial condition of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunderInitial Purchaser. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. 7.1 The Purchaser makes the following representations represents and warranties warrants to the SellerVendor as follows, each with the intent that the Vendor will rely thereon in entering into this Agreement and all in concluding the purchase and sale contemplated hereby, that: (a) the Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of which shall survive the State of Nevada and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; (b) the execution and delivery of this Agreement and the Closing hereunder: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws completion of the jurisdiction of its organization. (b) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser transactions contemplated hereby has been duly and validly authorized by all necessary trust corporate action on the part of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, a valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, ; except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization or insolvency and other similar laws affecting creditor's the rights of creditors generally or by general and except that equitable principles.remedies may be granted only in the discretion of a court of competent jurisdiction; (c) The there is no requirement for the Purchaser to make any filing with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any government or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement; (d) neither the execution and delivery by the Purchaser of this Agreement and nor the performance by of the Purchaser of its Purchaser’s obligations hereunder will not conflict with, violate or constitute a default under the constating documents, by-laws, or violate (1) any of the terms, conditions or provisions of the organizational documents articles of the Purchaser, (2) any of order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the termsPurchaser, conditions or provisions of any material documentcontract, agreement agreement, instrument, covenant, mortgage or other instrument security to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to are binding upon the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder.; (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view has made available to the distribution thereofVendor a true and complete copy of each annual, quarterly and other reports, registration statements (without exhibits) filed by Purchaser with the Securities and Exchange Commission (the “SEC”) since September 17, 2008 (the “Purchaser SEC Documents”). The As of their respective filing dates, the Purchaser is an "accredited investor" (as that term is defined SEC Documents complied in Rule 501 all material respects with the requirements of Regulation D under the Securities Act and the Securities Exchange Act of 19331934, as amended ("Securities the “Exchange Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Purchaser SEC Document. The financial statements of Purchaser included in the Purchaser SEC Documents (the “Purchaser Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-QSB under the Exchange Act) and by reason fairly presented the consolidated financial position of Purchaser and its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters consolidated subsidiaries as to be capable of evaluating the merits and risks of the prospective investmentrespective dates thereof and the consolidated results of Purchaser’s operations and cash flows for the periods indicated (subject to, is able in the case of unaudited statements, to bear normal and recurring year-end audit adjustments). There has been no change in Purchaser’s accounting policies, except as described in the economic risk notes to the Purchaser Financial Statements or as required by generally accepted accounting principles. Since the date of such investment and is able to afford the most recent balance sheet included in a complete loss Purchaser SEC Document, there has been no material adverse effect on the business, operations, assets, condition (financial or otherwise) or prospects of such investment.the Purchaser; (f) Except as are set forth in this Agreement, The authorized stock of the Purchaser has consists of 150,000,000 shares of Common Stock of which 12,658,989 were issued and outstanding as of September 17, 2008. The Purchase Price to be issued to the Vendor under this Agreement will, when so issued, be duly authorized, validly issued, fully paid, non-assessable, free of any Encumbrances and not received subject to any representations preemptive rights or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock rights of first refusal created by statute or the transactions contemplated hereby. The charter documents or Bylaws of Purchaser or any agreement to which Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice party or other communication published is bound and will be issued in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing.compliance with federal and state securities laws; and (g) The except as disclosed in the Purchaser SEC Documents, (i) there are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or non-compliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Purchaser’s knowledge threatened against or affecting the Purchaser; and (ii) the Purchaser is not an affiliate of either the Seller or Telecorpin compliance in all material respects with all applicable laws applicable to Purchaser and its business. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes hereby acknowledges, represents, warrants, covenants and agrees that on the following representations date hereof and warranties to on the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderEffective Date: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust full corporate power and authority to execute and deliver enter into this Letter Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Purchaser has of this Letter Agreement have been or prior to the Effective Date will be duly authorized by all necessary trust corporate action on the part of the Purchaser. This Letter Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting creditor's ’s rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Purchaser is the sole beneficial owner of the Warrant and the Senior Note, free and clear of any liens, security interests, claims, encumbrances or restrictions on its ability to, and with full power and authority to, consummate the transactions contemplated by general equitable principlesthis Letter Agreement. The Purchaser has not transferred or assigned to any other Person any portion of or interest in the Warrant or the Senior Note, and has not exercised, in whole or in part, the Warrant. (c) The execution Purchaser acknowledges that the Borrower may have material, non-public, confidential information concerning the Borrower (the “Information”), which has not been, and delivery by may not be, disclosed to the Purchaser of this Agreement and or the performance by Collateral Agent. Notwithstanding the foregoing, the Borrower acknowledges that it has disclosed to the Purchaser of its obligations hereunder will not conflict with, constitute all material Information relating to any offers to purchase a default under controlling interest in the Borrower or violate (1) any all or a substantial portion of the termsBorrower’s assets, conditions or provisions of in each case, received within the organizational documents of the Purchaser, prior twelve (212) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchasermonths. (d) No consentThe Purchaser is engaged in the business of investing in securities such as the Warrant and the Senior Note, approvaland as such, waiveris a sophisticated, license experienced and well-informed investor, capable of evaluating the merits and economic risks which may be associated with a sale or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser purchase of the transactions contemplated hereby or Warrant and the performance by the Purchaser of its obligations hereunderSenior Note. (e) The Purchaser Borrower is purchasing relying on this Letter Agreement and the TLCP Stock for its own accountpayment and effectiveness of the Payoff Amount to extinguish the Warrant, for investment purposes satisfy the Senior Note and not with a view release the security interests granted to the distribution thereofCollateral Agent pursuant to the Transaction Documents (the “Payoff”), and would not enter into the transaction contemplated by this Letter Agreement in the absence of this Letter Agreement. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933Pac-West Telecomm, as amended ("Securities Act")) and by reason of its business and financial experienceInc. December 17, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.2004 Page 5

Representations of the Purchaser. The Purchaser makes the following representations hereby represents and warranties to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderwarrants as follows: (a) The Purchaser 4.1 It is a trust duly organized, validly existing and in good standing private company organized under the laws of the jurisdiction of its organizationGermany. (b) The Purchaser 4.2 It has all requisite trust the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The executionExcept as set forth in Section 6 below, delivery and performance of this Agreement no consents, approvals, authorizations or permits are required in connection with the consummation by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchasertransactions contemplated by this Agreement. This Agreement The Purchaser has been duly and validly executed and delivered this Agreement, and no other corporate or other proceedings on the part of the Purchaser or its shareholders is necessary to authorize this Agreement and the transactions contemplated hereby. Subject to obtaining the approvals and satisfying the conditions precedent to Closing set forth in Section 6 below, this Agreement when executed by the Purchaser will constitute valid, binding and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation enforceable obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) 4.3 The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby do not and will not (a) violate or conflict with any provision of the performance by memorandum or articles of association (or other equivalent instrument) of the Purchaser; (b) violate or conflict with any provision of. or result in breach of, constitute a default under, or permit or result in the termination, cancellation or acceleration of any right or obligation of the Purchaser under any contract to which it is a party; or (c) violate or result in a breach of, or constitute a default under, any law or order of its obligations hereunderany governmental body applicable to the Purchaser. Initials Bayer: Page 8 of 21 Initials Evogene: 4.4 It has sufficient immediately available funds in cash to pay the Investment Amount. (e) The Purchaser 4.5 It is purchasing aware that the TLCP Stock for its own account, for investment purposes Purchased Shares are and not with a view will be subject to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 Section 15C of Regulation D under the Securities Act of 1933, as amended Law and the Securities Law Regulations ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as Details with Regard to be capable of evaluating the merits and risks Sections 15A to 15C of the prospective investmentLaw), is able to bear 2000. which imposes certain restrictions in respect of the economic risk transfer of such investment and is able to afford a complete loss of such investmentthe Purchased Shares. (f) Except as are set forth in 4.6 On the date of this Agreement, it does not hold any securities of the Company, directly or indirectly. 4.7 No written or oral agreement or voting agreement exists between the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of and any of the foregoingequity security holders of the Company or any other Person concerning their shares in the Company or their rights therein. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Purchaser makes covenants, represents and warrants as follows as of the following date hereof and as of the Closing Date and it acknowledges that the Vendors are relying upon such covenants, representations and warranties to in connection with the Seller, each and all sale by the Vendors of which shall survive the execution and delivery of this Agreement and the Closing hereunderPurchased Shares: (a1) The authorized capital of the Purchaser is a trust consists of 100,000,000 common shares of which approximately 2,200,000 common shares have been duly organizedissued and are outstanding as fully paid and non-assessable and 1,000,000 preference shares (the material preference of same being the entitlement of each such share to 200 votes), validly existing of which 279,000 have been duly issued and are outstanding as fully paid and non-assessable. (2) Save for certain warrants and convertible notes issued to Laurus Master Funds Limited, which if fully exercised or converted as of today's date would result in good standing under the issuance of approximately 2,500,000 to 3,500,000 common shares of the Purchaser, and as disclosed in the Purchaser's most recent disclosure filings with the Securities and Exchange Commission ("SEC"), no person, firm or corporation has any agreement or option or any right (whether by law, pre-emptive or contractual and including convertible securities, warrants or convertible obligations of any nature) for the purchase or the issue of any shares in the capital stock of the Purchaser. (3) The entering into of this agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or by-laws of the jurisdiction Purchaser or of its organizationany indenture or other agreement, written or oral, to which the Purchaser may be a party. (b4) The Purchaser has all requisite trust power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser This agreement has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, is a valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c5) To the Purchaser's knowledge, there are no existing or threatened legal actions or claims against the Purchaser. The execution Purchaser has filed all reports required to be filed by it under applicable U.S. securities/SEC laws, rules and delivery by regulations on a timely basis and such reports have complied with the requirements of applicable U.S securities/SEC laws, rules and regulations and none of the reports contained any untrue statement of fact or omitted to state a fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of the Purchaser included in the reports comply in all material respects with applicable SEC accounting requirements, rules and regulations in effect at the time of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaserfiling. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h6) The Purchaser has not, in the 12 months preceding the date hereof, received notice from any trading market on which its shares are or have been afforded listed or quoted to the opportunity effect that the Purchaser is not in compliance with the listing or maintenance requirements of such trading market. The Purchaser is, and has no reason to have legal counsel review this Agreementbelieve that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Representations of the Purchaser. The Purchaser makes Each of the following representations Purchasers hereby represents and warranties warrants to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderSelling Unitholder as follows: (a) The Purchaser 3.1 It is a trust duly organized, organized and validly existing and in good standing under the laws of the jurisdiction its state of its organization. (b) The Purchaser has formation, with all requisite trust necessary power and authority to execute own its properties and to conduct its business as currently conducted. 3.2 It has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement and to perform its obligations hereunderpurchase the Units in accordance with the terms hereof. The execution, delivery and performance of this Agreement by such Purchaser and the Purchaser has consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary trust action on the part legal action, and no further consent or authorization of the Purchasersuch Purchaser is required. This Agreement has been duly and validly executed and delivered by the such Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the a legal, valid and binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) 3.3 The execution and delivery by the Purchaser of this Agreement and Agreement, the performance by the Purchaser acquisition of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the termsUnits and the consummation of the transactions contemplated by this Agreement by such Purchaser, conditions will not (i) result in a breach or a violation of any of the terms or provisions of the organizational documents such Purchaser’s Articles of the PurchaserIncorporation, Bylaws, limited liability agreement or partnership agreement, (2ii) any of the terms, conditions constitute a breach or provisions of default under any material document, agreement or other instrument contract to which the such Purchaser is a party or by which it any of the properties or assets of such Purchaser is bound, (3) any law or regulation applicable to the Purchasersubject, or (4iii) result in a violation of any judgmentprovision of law, writstatute, injunctionrule, regulation, or any existing applicable decree, judgment or order or ruling of by any court or governmental authority binding agency or body having jurisdiction over such Purchaser, in the case of clauses (ii) and (iii), which such breaches, violations or defaults would have a material adverse effect on the financial condition or prospects of such Purchaser. (d) No consent3.4 There are no contracts, approvalagreements or understandings between such Purchaser and any person that would give rise to a valid claim against the Selling Unitholder or the Partnership for a brokerage commission, waiver, license or authorization finder’s fee or other action by or filing with any governmental authority is required like payment in connection with the execution purchase and delivery by the Purchaser of this Agreement, the consummation by the Purchaser sale of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view Units pursuant to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement. 3.5 Such Purchaser does not own ten percent or more of the Partnership’s issued and outstanding limited partner interests. 3.6 Such Purchaser’s trading and resale activities, if any, with respect to the Partnership’s limited partner interests will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the New York Stock Exchange.

Representations of the Purchaser. The Purchaser makes the following representations hereby represents and warranties warrants to the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderSelling Unitholder as follows: (a) The Purchaser 3.1 It is a trust duly organized, organized and validly existing and in good standing under the laws of the jurisdiction its state of its organization. (b) The Purchaser has formation, with all requisite trust necessary power and authority to execute own its properties and to conduct its business as currently conducted. 3.2 It has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement and to perform its obligations hereunderpurchase the Units in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Purchaser has and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary trust action on the part legal action, and no further consent or authorization of the PurchaserPurchaser is required. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) 3.3 The execution and delivery by the Purchaser of this Agreement and Agreement, the performance by the Purchaser acquisition of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the termsUnits and the consummation of the transactions contemplated by this Agreement by the Purchaser, conditions will not (i) result in a breach or a violation of any of the terms or provisions of the Purchaser’s organizational documents of the Purchaserand constituent documents, (2ii) any of the terms, conditions constitute a breach or provisions of default under any material document, agreement or other instrument contract to which the Purchaser is a party or by which it any of the properties or assets of the Purchaser is boundsubject, (3) except where any law such foregoing occurrence will not prevent the consummation of the transactions contemplated herein or regulation applicable to would not have a material adverse effect on the PurchaserPurchaser and its subsidiaries taken as a whole, or (4iii) result in a violation of any judgmentprovision of law, writstatute, injunctionrule, regulation, or any existing applicable decree, judgment or order or ruling of by any court or governmental authority binding on agency or body having jurisdiction over the Purchaser. (d) No consent3.4 There are no contracts, approvalagreements or understandings between the Purchaser and any person that would give rise to a valid claim against the Selling Unitholder or the Partnership for a brokerage commission, waiver, license or authorization finder’s fee or other action by or filing with any governmental authority is required like payment in connection with the execution purchase and delivery by the Purchaser of this Agreement, the consummation by the Purchaser sale of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunder. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view Units pursuant to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement. 3.5 The Purchaser does not own ten percent or more of the Partnership’s issued and outstanding limited partner interests. 3.6 The Purchaser’s trading and distribution activities, if any, with respect to the Partnership’s limited partner interests will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the New York Stock Exchange.

Representations of the Purchaser. The Purchaser makes the following representations represents and warranties warrants to the SellerCompany that, each on the date hereof and all on the date of which shall survive the execution and delivery filing of this Agreement and the Closing hereunderOffer: (ai) The the Purchaser is a trust duly organized, validly organized and existing and in good standing under the laws of the jurisdiction State of its organization.Delaware; (bii) The Purchaser the Purchaser’s authorized signatory has all the requisite trust capacity, power and authority to execute and deliver enter into this Agreement on behalf of the Purchaser, and to perform this Agreement has been duly and properly approved by the relevant governance body of the Purchaser in accordance with the Purchaser’s certificate of incorporation or other organizational documents; (iii) neither the Purchaser nor its obligations hereunder. The subsidiaries have taken any step nor legal proceedings for its or their winding-up, liquidation, bankruptcy, or dissolution under Applicable Law in any relevant jurisdiction; (iv) none of the execution, delivery and or performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby herein or the performance compliance by the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or other organizational documents of the Purchaser; (ii) violate any law applicable to the Purchaser or any of its properties or assets; or (iii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, vesting, payment, acceleration, change of control right, suspension or revocation under any of the provisions of any material bond, security interest, indenture, contract or other instrument or obligation to which the Purchaser or any its subsidiaries is a party, or by which any of them may be bound, except in the case of clauses (ii) and (iii) for violations, breaches, defaults, terminations, cancellations, vestings, payments, accelerations, change of control rights, suspensions or revocations which would not, individually or in the aggregate, (x) have a material adverse effect on the Purchaser and/or its subsidiaries (taken as a whole), (y) impair the ability of the Purchaser to perform in any material respects its obligations hereunder.under this Agreement, or (z) prevent or materially delay the consummation of the transactions contemplated hereby (clauses (x), (y) and (z), collectively, a “Purchaser Material Adverse Effect”); (ev) The no consent, approval or authorization of any Authority or other Person is required to be obtained or made in connection with the consummation of the transactions contemplated by this Agreement, except for applicable consents, approvals or authorizations that have been obtained by the Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view on or prior to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933date hereof, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are otherwise set forth in this Agreement, or where the failure to obtain any such consents, approvals or authorizations, in each case, would not, individually or in the aggregate, have a Purchaser Material Adverse Effect; (vi) as of the date hereof, there is no material litigation or investigation existing or pending against the Purchaser or its subsidiaries that has not been disclosed that is required to be disclosed in any registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019 (collectively, the “Purchaser SEC Documents”) that would, individually or in the aggregate, reasonably be expected to result in a Purchaser Material Adverse Effect; (vii) as of their respective filing dates, the financial statements and related notes thereto included in the Purchaser SEC Documents (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with GAAP, applied on a consistent during the periods involved, and (c) fairly present in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods indicated therein, all in accordance with IFRS or GAAP, as applicable, and the rules and regulations promulgated by the SEC; (viii) the Purchaser has not received any representations made public through the channels prescribed by Applicable Law and regulations all information that has to be made available to the market or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any holders of the foregoing.Purchaser Common Shares under Applicable Law and such information complies in all material respects with such Applicable Law; and (gix) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreementappropriate financing from its existing bank facilities and/or available cash for the purposes of the Offer.

Representations of the Purchaser. The Purchaser makes hereby acknowledges, represents, warrants, covenants and agrees that on the following representations date hereof and warranties to on the Seller, each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderEffective Date: (a) The Purchaser is a trust duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) The Purchaser has all requisite trust full corporate power and authority to execute and deliver enter into this Letter Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Purchaser has of this Letter Agreement have been or prior to the Effective Date will be duly authorized by all necessary trust corporate action on the part of the Purchaser. This Letter Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws from time to time in effect affecting creditor's rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Purchaser is the sole beneficial owner of the Warrant and the Senior Note, free and clear of any liens, security interests, claims, encumbrances or restrictions on its ability to, and with full power and authority to, consummate the transactions contemplated by general equitable principlesthis Letter Agreement. The Purchaser has not transferred or assigned to any other Person any portion of or interest in the Warrant or the Senior Note, and has not exercised, in whole or in part, the Warrant. (c) The execution Purchaser acknowledges that the Borrower may have material, non-public, confidential information concerning the Borrower (the "Information"), which has not been, and delivery by may not be, disclosed to the Purchaser of this Agreement and or the performance by Collateral Agent. Notwithstanding the foregoing, the Borrower acknowledges that it has disclosed to the Purchaser of its obligations hereunder will not conflict with, constitute all material Information relating to any offers to purchase a default under controlling interest in the Borrower or violate (1) any all or a substantial portion of the termsBorrower's assets, conditions or provisions of in each case, received within the organizational documents of the Purchaser, prior twelve (212) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchasermonths. (d) No consentThe Purchaser is engaged in the business of investing in securities such as the Warrant and the Senior Note, approvaland as such, waiveris a sophisticated, license experienced and well-informed investor, capable of evaluating the merits and economic risks which may be associated with a sale or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser purchase of the transactions contemplated hereby or Warrant and the performance by the Purchaser of its obligations hereunderSenior Note. (e) The Purchaser Borrower is purchasing relying on this Letter Agreement and the TLCP Stock for its own accountpayment and effectiveness of the Payoff Amount to extinguish the Warrant, for investment purposes satisfy the Senior Note and not with a view release the security interests granted to the distribution thereof. The Purchaser is an Collateral Agent pursuant to the Transaction Documents (the "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities ActPayoff")) , and would not enter into the transaction contemplated by reason this Letter Agreement in the absence of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Letter Agreement.

Representations of the Purchaser. The Purchaser makes the following representations represents and warranties warrants to the SellerCompany that, each on the date hereof and all on the date of which shall survive the execution and delivery filing of this Agreement and the Closing hereunderOffer: (ai) The the Purchaser is a trust duly organized, validly organized and existing and in good standing under the laws of the jurisdiction State of its organization.Delaware; (bii) The Purchaser the Purchaser’s authorized signatory has all the requisite trust capacity, power and authority to execute and deliver enter into this Agreement on behalf of the Purchaser, and to perform this Agreement has been duly and properly approved by the relevant governance body of the Purchaser in accordance with the Purchaser’s certificate of incorporation or other organizational documents; (iii) neither the Purchaser nor its obligations hereunder. The subsidiaries have taken any step nor legal proceedings for its or their winding-up, liquidation, bankruptcy, or dissolution under Applicable Law in any relevant jurisdiction; (iv) none of the execution, delivery and or performance of this Agreement by the Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, constitute a default under or violate (1) any of the terms, conditions or provisions of the organizational documents of the Purchaser, (2) any of the terms, conditions or provisions of any material document, agreement or other instrument to which the Purchaser is a party or by which it is bound, (3) any law or regulation applicable to the Purchaser, or (4) any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on the Purchaser. (d) No consent, approval, waiver, license or authorization or other action by or filing with any governmental authority is required in connection with the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated hereby herein or the performance compliance by the Purchaser with any of the provisions hereof will conflict with or result in any breach of any provision of the certificate of incorporation or other organizational documents of the Purchaser; (ii) violate any law applicable to the Purchaser or any of its properties or assets; or (iii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, vesting, payment, acceleration, change of control right, suspension or revocation under any of the provisions of any material bond, security interest, indenture, contract or other instrument or obligation to which the Purchaser or any its subsidiaries is a party, or by which any of them may be bound, except in the case of clauses (ii) and (iii) for violations, breaches, defaults, terminations, cancellations, vestings, payments, accelerations, change of control rights, suspensions or revocations which would not, individually or in the aggregate, (x) have a material adverse effect on the Purchaser and/or its subsidiaries (taken as a whole), (y) impair the ability of the Purchaser to perform in any material respects its obligations hereunder.under this Agreement, or (z) prevent or materially delay the consummation of the transactions contemplated hereby (clauses (x), (y) and (z), collectively, a “Purchaser Material Adverse Effect”); (ev) The no consent, approval or authorization of any Authority or other Person is required to be obtained or made in connection with the consummation of the transactions contemplated by this Agreement, except for applicable consents, approvals or authorizations that have been obtained by the Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view on or prior to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933date hereof, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are otherwise set forth in this Agreement, or where the failure to obtain any such consents, approvals or authorizations, in each case, would not, individually or in the aggregate, have a Purchaser Material Adverse Effect; (vi) the Purchaser has not received any representations or warranties the appropriate financing from its available cash for the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any purposes of the foregoingOffer. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.

Representations of the Purchaser. The Initial Purchaser makes the following representations hereby represents and warranties warrants to the Seller, as of the date hereof and as of each and all of which shall survive the execution and delivery of this Agreement and the Closing hereunderDate, that: (ai) The Initial Purchaser is a trust duly organizedLehman Brothers Bank, validly existing FSB_ with full corporate power and in good standing under authority xx xxxduct its business as presently conducted by it to the laws extent material to the consummation of the jurisdiction of its organization. (b) transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Initial Purchaser acting through the New York branch. The Initial Purchaser has all requisite trust had the full corporate power and authority to own the Mortgage loans and has the full corporate power authority to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of the Agreement. (ii) The Initial Purchaser has duly authorized the execution, delivery and performance of the Agreement, has duly executed and delivered this Agreement Agreement, and to perform this Agreement, assuming due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its obligations hereunder. terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or by general principles of equity; (iii) The execution, delivery and performance of this Agreement by the Initial Purchaser has been duly authorized by all necessary trust action on the part of the Purchaser. This Agreement has been duly (x) does not conflict and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditor's rights generally or by general equitable principles. (c) The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder will not conflict with, does not breach and will not result in a breach of and does not constitute and will not constitute a default (or an event, which with notice or lapse of time or both, would constitute a default) under or violate (1A) any of the terms, conditions terms or provisions of provision on the organizational documents of the Initial Purchaser, (2B) any of the terms, conditions term or provisions provision of any material documentagreement, agreement contract, instrument or other instrument indenture, to which the Initial Purchaser is a party or by which it the Initial Purchaser or any of its property is bound, or (3C) any law or regulation applicable to the Purchaserlaw, or (4) any rule, regulation, order, judgment, writ, injunction, decree, order injunction or ruling decree of any court or governmental authority binding on having jurisdiction over the Purchaser.Initial Purchaser or any of its property and (y) does not create or impose and will not result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loan; (div) No consent, approval, waiver, license or authorization or other action by order of, registration or filing with with, or notice on behalf of the Initial Purchaser to any governmental authority or court is required required, under federal or the laws of the State of New York, for the execution, delivery and performance by the Initial Purchaser of, or compliance by the Initial Purchaser with, this Agreement or the consummation by the Initial Purchaser of any other transaction contemplated hereby; (v) The Initial Purchaser is not in connection with violation of, and the execution and delivery of this Agreement by the Initial Purchaser and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of New York court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Initial Purchaser or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Initial Purchaser or its assets or might have consequences that would materially and adversely affect the performance of its obligation and duties hereunder; (vi) There are not actions or proceedings against, or investigations known to it of, the Initial Purchaser before any court, administrative or other tribunal (A) that might prohibit its entering into the Agreement, or (B) that might prohibit or materially and adversely affect the performance by the Initial Purchaser of its obligations under, or validity or enforceability of, this Agreement; and (vii) There is no litigation currently pending or, to the best of the Initial Purchaser's knowledge without independent investigation, threatened against the Initial Purchaser that would reasonably be expected to adversely affect the execution, delivery, performance or enforceability of this Agreement, or that would result in a material adverse change in the consummation by the Purchaser financial condition of the transactions contemplated hereby or the performance by the Purchaser of its obligations hereunderInitial Purchaser. (e) The Purchaser is purchasing the TLCP Stock for its own account, for investment purposes and not with a view to the distribution thereof. The Purchaser is an "accredited investor" (as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended ("Securities Act")) and by reason of its business and financial experience, it has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the prospective investment, is able to bear the economic risk of such investment and is able to afford a complete loss of such investment. (f) Except as are set forth in this Agreement, the Purchaser has not received any representations or warranties from the Seller or its employees, representatives or agents concerning Telecorp, the TLCP Stock or the transactions contemplated hereby. The Purchaser is not purchasing the TLCP Stock as a result of (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (2) any seminar or meeting whose attendees, including the Purchaser, had been invited as a result of any of the foregoing. (g) The Purchaser is not an affiliate of either the Seller or Telecorp. (h) The Purchaser has been afforded the opportunity to have legal counsel review this Agreement.