Common use of TABLE OF EXHIBITS Clause in Contracts

TABLE OF EXHIBITS. Exhibit A Form of Account Control Agreement B Form of Borrower’s Final Completion Certificate C-1 Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening Date Confirmation Form I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Form of Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT AGREEMENT This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25, 2011 by and among JPMorgan Chase Bank, N.A., as disbursement agent (together with any successor disbursement agent permitted hereunder, the “Disbursement Agent”), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “Agent”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linq, LLC, a Delaware limited liability company (the “Linq Borrower”) and Caesars Octavius, LLC, a Delaware limited liability company (the “Octavius Borrower”, together with the Linq Borrower, the “Borrowers”). Capitalized terms used herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement (defined below).

TABLE OF EXHIBITS. Exhibit Exhibit Name ------- ------------ A Form Plan B Modification C Rejection Bar Date Notice D Cure Amount Notice E Confirmation Notice F Initial Board of Account Control Agreement B Form Directors of Borrower’s Final Completion Certificate C-1 Form Reorganized ICG INTRODUCTION ------------ The above-captioned debtors and debtors in possession (collectively, the"Debtors") having proposed the Second Amended Joint Plan of Conditional Waiver Reorganization of ICG Communications, Inc. and Release Upon Final Payment C-2 Form its Affiliated Debtors and Debtors in Possession, dated April 3, 2002 (the "Original Plan"); the Bankruptcy Court having entered its Order (I) Approving Procedures and Materials Employed to Provide Notice of Unconditional Waiver the Disclosure Statement Hearing, (II) Approving Disclosure Statement, (III) Determining Treatment of Certain Claims for Notice and Release Upon Final Payment D Form Voting Purposes, (IV) Scheduling Hearing on Confirmation of Construction Consultant’s Final Completion Certificate E Form the Plan, (V) Establishing Record Date and Procedures for Filing Objections to the Plan and Temporary Allowance of Construction Manager’s Final Completion Claims and (VI) Approving Solicitation Procedures for Confirmation, dated April 3, 2002 (the "Original Solicitation Order") [Docket No. 1349]; a hearing pursuant to section 1129 of the Bankruptcy Code to consider confirmation of the Original Plan having been held on May 20, 2002 (the "First Confirmation Form F Form Hearing"); the Bankruptcy Court having entered its Findings of Final Plans Fact, Conclusions of Law, and Specifications Amendment Certificate G Form Order Confirming Second Amended Joint Plan of In-Balance Test Certificate H Form Reorganization of Construction Consultant’s Opening Date ICG Communications, Inc. and its Affiliated Debtors and Debtors in Possession, dated May 21, 2002 (the "Original Confirmation Form I Closing Date Plans Order") [Docket No. __]; the substantial consummation of the Original Plan, within the meaning of section 1127 of the Bankruptcy Code having not occurred; the Debtors having proposed the Modification to Second Amended Joint Plan of Reorganization of ICG Communications, Inc. et al., dated July __, 2002 (the "Modification" and Specifications J-1 Form the Original Plan as modified by the Modification, the "Modified Plan")1 [Docket No. __]; the Bankruptcy Court -------- 2 This Second Confirmation Order constitutes the Bankruptcy Court's findings of Disbursement Request J-2 Form fact and conclusions of Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT AGREEMENT This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25, 2011 by and among JPMorgan Chase Bank, N.A.law under Fed. R. Civ. P. 52, as disbursement agent (together with made applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any successor disbursement agent permitted hereunder, the “Disbursement Agent”), JPMorgan Chase Bank, N.A., conclusion of law shall constitute a conclusion of law even if it is stated as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “Agent”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linq, LLC, a Delaware limited liability company (the “Linq Borrower”) and Caesars Octavius, LLC, a Delaware limited liability company (the “Octavius Borrower”, together with the Linq Borrower, the “Borrowers”). Capitalized terms used herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement (defined below)finding of fact.

TABLE OF EXHIBITS. Exhibit Description Exhibit A Form of Account Control Agreement Accredited Investor Questionnaire Exhibit B Form of Borrower’s Final Completion Certificate C-1 Option Holder Agreement Exhibit C Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment Joinder Signature Page Exhibit D Form of Construction Consultant’s Final Completion Certificate Registration Rights Agreement Exhibit E Form of Construction Manager’s Final Completion Confirmation Form Transmittal Letter Exhibit F Executed Voting Agreements Exhibit G Certificate of Formation and Operating Agreement of Merger Sub Exhibit H-1 Form of Final Plans Opinion of Counsel to the Company and Specifications Amendment Certificate G the Xxxx Holders Exhibit H-2 Form of In-Balance Test Certificate H Opinion of Counsel to the Berkshire Holders and the Shareholders' Representative Exhibit I Form of Construction Consultant’s Opening Date Confirmation Form I Closing Date Plans and Specifications J-1 Opinion of Purchaser Counsel Exhibit J Form of Disbursement Request J-2 Form of Construction Consultant’s Disbursement Confirmation Form Consulting Agreement Exhibit K Form of Borrower’s Substantial Completion Certificate L-1 Restrictive Covenant Agreements Exhibit L Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT Termination Agreement AGREEMENT This MASTER DISBURSEMENT AND PLAN OF MERGER AGREEMENT (as amendedAND PLAN OF MERGER, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25June 28, 2011 2005 (this "Agreement"), by and among JPMorgan Chase BankJarden Corporation, N.A., as disbursement agent a Delaware corporation (together with any successor disbursement agent permitted hereunder, the “Disbursement Agent”"Purchaser"), JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “Agent”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linq; JCS/THG, LLC, a Delaware limited liability company and a wholly owned subsidiary of Purchaser ("Merger Sub"); The Xxxxxx Group, Inc., a Massachusetts Corporation (the “Linq Borrower”) and Caesars Octavius, "Company"); Berkshire Investors LLC, a Delaware Massachusetts limited liability company (the “Octavius Borrower”"Berkshire LLC"); Berkshire Fund IV, Limited Partnership, a Massachusetts limited partnership ("Berkshire IV"); Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership ("Berkshire V", and together with the Linq BorrowerBerkshire LLC, Berkshire IV, the “Borrowers”"Berkshire Holders"). Capitalized terms used herein have ; Jordan X. Xxxx ("Xxxx"); The Jordan X. Xxxx Family Limited Partnership, a Delaware Limited Partnership (the meanings specified in Section 1 or"Xxxx FLP", if not defined thereinand together with Xxxx, the meanings specified in "Xxxx Holders"; the Credit Agreement (defined belowXxxx Holders and the Berkshire Holders are collectively referred to herein as the "Principal Shareholders"); the other AI Shareholders that deliver a Joinder Signature Page to the Company pursuant to the terms hereof; and Berkshire Partners LLC, a Massachusetts limited liability company, as the Shareholders' Representative.

TABLE OF EXHIBITS. Exhibit A Form of Account Control Agreement [Reserved] B Form of Borrower’s Final Completion Certificate C-1 Form of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening Date Confirmation Form I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Form of Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule [Reserved] Q Form of Project Cash Flows MASTER DISBURSEMENT AGREEMENT Pre-Approved Contractor Consent to Assignment R Closing Date Funds Flow This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25July 2, 2011 2013 by and among JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as disbursement agent on behalf of the Administrative Agent (as defined below), and as Collateral Agent under the Credit Agreement (together with any successor disbursement agent permitted hereunderhereunder or successor Collateral Agent permitted thereunder, as applicable, the “Disbursement Agent”” or the “Collateral Agent,” as applicable), JPMorgan Chase Bank, N.A.Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent under the Credit Agreement (together with any successor Administrative Agent or permitted thereunder, the “Administrative Agent”; and the Disbursement Agent, the Collateral Agent permitted thereunderand the Administrative Agent, collectively, the “AgentAgents”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linqand CBAC Borrower, LLC, a Delaware limited liability company (the “Linq Borrower”) and Caesars Octavius, LLC, a Delaware limited liability company (the “Octavius Borrower”, together with the Linq Borrower, the “Borrowers”). Capitalized terms used herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement (defined below)) unless stated otherwise.

TABLE OF EXHIBITS. Exhibit A "A" Form of Account Control Agreement B Convertible Promissory Note Exhibit "B" Form of Borrower’s Final Completion Certificate C-1 Form Warrant Exhibit "C" Definition of Conditional Waiver and Release Upon Final Payment C-2 Form of Unconditional Waiver and Release Upon Final Payment D Form of Construction Consultant’s Final Completion Certificate E Form of Construction Manager’s Final Completion Confirmation Form F Form of Final Plans and Specifications Amendment Certificate G Form of In-Balance Test Certificate H Form of Construction Consultant’s Opening "accredited investor" Exhibit "D" Risk Factors Exhibit "E" Capitalization Table Exhibit List EXHIBIT A --------- NOTE NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR SUCH SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. GENDER SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE $400,000 November 5, 2002 Gender Sciences, Inc., a New Jersey corporation (the "Company"), for value received, hereby promises to pay to The Ullman Family Partnership ("Lender"), on the Maturity Date Confirmation Form I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Form of Construction Consultant’s Disbursement Confirmation Form K Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT AGREEMENT This MASTER DISBURSEMENT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is dated as of April 25, 2011 by and among JPMorgan Chase Bank, N.A., as disbursement agent (together with any successor disbursement agent permitted hereunderhereinxxxxx defined), the “Disbursement Agent”)principal amount of Four Hundred Thousand Dollars ($400,000) plus accrued and unpaid interest thereon, JPMorgan Chase Bankat a simple interest rate of Eight Percent (8%) per annum from the date hereof until the Maturity Date. Unless converted into shares of the Company's capital stock, N.A.all sums due pursuant to this Note shall be due and payable on the third (3rd) anniversary of the date of this Note ("Maturity Date") at the principal office of the Company at 10 West Forest Avenue, as Administrative Agent Englewood, New Jersey 07631 in currency of the Xxxxxx Xxxxxx xx Xxxxxxx xxxxx xx xxx xxxx xx xxxment shall be legal tender for payment of public and Collateral Agent under the Credit private debts. This Note is made pursuant to a Loan Agreement (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “Agent”), Fulcrum LLC, as construction consultant (“Construction Consultant”), Caesars Linq, LLC, a Delaware limited liability company (the “Linq Borrower”) and Caesars Octavius, LLC, a Delaware limited liability company (the “Octavius Borrower”, together with the Linq Borrower, the “Borrowers”)of even date herewith. Capitalized All capitalized terms used not otherwise defined herein shall have the meanings specified in Section 1 or, if not defined therein, the meanings specified meaning attributed to them in the Credit Loan Agreement. Any conflict between the Loan Agreement (defined below)and this Note shall be determined by the Loan Agreement.

TABLE OF EXHIBITS. Exhibit A Form of Account Control Assignment and Assumption Agreement B Exhibit B-1 Form of Borrower’s Final Completion Certificate C-1 Assignment and Assumption of Lease (Georgia Lease) Exhibit B-2 Form of Conditional Waiver Assignment and Release Upon Final Payment C-2 Assumption of Lease (Plant B Lease) Exhibit C Form of Unconditional Waiver and Release Upon Final Payment D Xxxx of Sale Exhibit D-1 Form of Construction Consultant’s Final Completion Certificate Employer Substitution Agreement (Prestolite – Mexico Buyer) Exhibit D-2 Form of Employer Substitution Agreement (Servicios-GCA/Servicios SMP) Exhibit D-3 Form of Employer Substitution Notice Exhibit E Form of Construction Manager’s Final Completion Confirmation Form Escrow Agreement Exhibit F Form of Final Plans and Specifications Amendment Certificate Intellectual Property Assignment Agreement Exhibit G Form of In-Balance Test Certificate Mexico Asset Purchase and Sale Agreement Exhibit H Form of Construction Consultant’s Opening Date Confirmation Form Supply Agreement Exhibit I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Trademark License Agreement Exhibit J Form of Construction Consultant’s Disbursement Confirmation Form K Transition Services Agreement Exhibits K-1 and K-2 Forms of Mexico Stock Purchase and Sale Agreements Exhibit L Form of Borrower’s Substantial Completion Certificate L-1 Form of Conditional Waiver and Release Upon Progress Payment L-2 Form of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT Employee Services Agreement STOCK AND ASSET PURCHASE AGREEMENT This MASTER DISBURSEMENT AGREEMENT Stock and Asset Purchase Agreement (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is ), dated as of April 25May 23, 2011 by and 2016, is entered into among JPMorgan Chase BankGeneral Cable Industries, N.A.Inc., as disbursement agent a Delaware corporation (together with any successor disbursement agent permitted hereunder, the “Disbursement AgentGCI”), JPMorgan Chase BankPrestolite de México, N.A.S.A. de C.V., as Administrative Agent and Collateral Agent a “Sociedad Anonima de Capital Variable” organized under the Credit Agreement laws of Mexico (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “AgentPrestolite”), Fulcrum LLCGeneral Cable Technologies Corporation, as construction consultant a Delaware corporation (“Construction ConsultantGCTC”), Caesars Linq, LLCServicios Latinoamericanos GC S.A. de C.V., a Delaware limited liability company organized under the laws of Mexico (“Servicios,” and together with GCI, Prestolite and GCTC, each an “Asset Seller” and collectively the “Linq BorrowerAsset Sellers”) and Caesars Octavius), LLCGK Technologies, Inc., a Delaware limited liability company New Jersey corporation (“GK Technologies”), General Cable de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the laws of Mexico (“GCM,” and together with GK Technologies, each an “Equity Seller” and collectively the “Octavius BorrowerEquity Sellers”), Standard Motor Products, Inc., a New York corporation (“U.S. Buyer”), Motortronics, Inc., a New York corporation (“Motortronics,” and together with the Linq BorrowerSMP, each an “Equity Buyer” and collectively the “BorrowersEquity Buyers”), and Standard Motor Products de Mexico S. de X.X. de C.V., a “Sociedad de Responsabilidad Limitada de Capital Variable” organized under the laws of Mexico (“Mexico Buyer,” and together with U.S. Buyer and Motortronics, each a “Buyer” and collectively “Buyers”). Capitalized terms used The Asset Sellers and the Equity Sellers are collectively referred to herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement as “Sellers” (defined belowand each individually as a “Seller”).

TABLE OF EXHIBITS. Exhibit A Form of Account Control Assignment and Assumption Agreement B Exhibit B-1 Form of Borrower’s Final Completion Certificate C-1 Assignment and Assumption of Lease (Georgia Lease) Exhibit B-2 Form of Conditional Waiver Assignment and Release Upon Final Payment C-2 Assumption of Lease (Plant B Lease) Exhibit C Form of Unconditional Waiver and Release Upon Final Payment D Xxxx of Sale Exhibit D-1 Form of Construction Consultant’s Final Completion Certificate Employer Substitution Agreement (Prestolite – Mexico Buyer) Exhibit D-2 Form of Employer Substitution Agreement (Servicios-GCA/Servicios SMP) Exhibit D-3 Form of Employer Substitution Notice Exhibit E Form of Construction Manager’s Final Completion Confirmation Form Escrow Agreement Exhibit F Form of Final Plans and Specifications Amendment Certificate Intellectual Property Assignment Agreement Exhibit G Form of In-Balance Test Certificate Mexico Asset Purchase and Sale Agreement Exhibit H Form of Construction Consultant’s Opening Date Confirmation Form Supply Agreement Exhibit I Closing Date Plans and Specifications J-1 Form of Disbursement Request J-2 Trademark License Agreement Exhibit J Form of Construction Consultant’s Disbursement Confirmation Form K Transition Services Agreement Exhibits K-1 and K-2 Forms of Mexico Stock Purchase and Sale Agreements Exhibit L Form of Borrower’s Substantial Completion Certificate L-1 Form Employee Services Agreement The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Conditional Waiver and Release Upon Progress Payment L-2 Form Regulation S-K. General Cable agrees to furnish supplementally to the SEC, upon request, a copy of Unconditional Waiver and Release Upon Progress Payment M-1 Form of Construction Consultant’s Substantial Completion Certificate M-2 Form of Architect’s Substantial Completion Certificate N Form of Project Budget Amendment Confirmation Form O Form of Borrower’s Project Opening Date Certificate P Schedule of Project Cash Flows MASTER DISBURSEMENT any omitted schedule or exhibit. STOCK AND ASSET PURCHASE AGREEMENT This MASTER DISBURSEMENT AGREEMENT Stock and Asset Purchase Agreement (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is ), dated as of April 25May 23, 2011 by and 2016, is entered into among JPMorgan Chase BankGeneral Cable Industries, N.A.Inc., as disbursement agent a Delaware corporation (together with any successor disbursement agent permitted hereunder, the “Disbursement AgentGCI”), JPMorgan Chase BankPrestolite de México, N.A.S.A. de C.V., as Administrative Agent and Collateral Agent a “Sociedad Anonima de Capital Variable” organized under the Credit Agreement laws of Mexico (together with any successor Administrative Agent or Collateral Agent permitted thereunder, collectively, the “AgentPrestolite”), Fulcrum LLCGeneral Cable Technologies Corporation, as construction consultant a Delaware corporation (“Construction ConsultantGCTC”), Caesars Linq, LLCServicios Latinoamericanos GC S.A. de C.V., a Delaware limited liability company organized under the laws of Mexico (“Servicios,” and together with GCI, Prestolite and GCTC, each an “Asset Seller” and collectively the “Linq BorrowerAsset Sellers”) and Caesars Octavius), LLCGK Technologies, Inc., a Delaware limited liability company New Jersey corporation (“GK Technologies”), General Cable de México, S.A. de C.V., a “Sociedad Anonima de Capital Variable” organized under the laws of Mexico (“GCM,” and together with GK Technologies, each an “Equity Seller” and collectively the “Octavius BorrowerEquity Sellers”), Standard Motor Products, Inc., a New York corporation (“U.S. Buyer”), Motortronics, Inc., a New York corporation (“Motortronics,” and together with the Linq BorrowerSMP, each an “Equity Buyer” and collectively the “BorrowersEquity Buyers”), and Standard Motor Products de Mexico S. de X.X. de C.V., a “Sociedad de Responsabilidad Limitada de Capital Variable” organized under the laws of Mexico (“Mexico Buyer,” and together with U.S. Buyer and Motortronics, each a “Buyer” and collectively “Buyers”). Capitalized terms used The Asset Sellers and the Equity Sellers are collectively referred to herein have the meanings specified in Section 1 or, if not defined therein, the meanings specified in the Credit Agreement as “Sellers” (defined belowand each individually as a “Seller”).