Common use of XX WITNESS WHEREOF Clause in Contracts

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has parties have caused this Warrant Assignment to be duly executed and delivered by its their respective duly authorized officer officers as of the date day and year first written aboveabove written. CAL-BAY INTERNATIONALFIRST SECURITY BANK, INC. NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee, as Assignor By: \S\Xxxxx X Xxxxxx ------------------------- Name: Xxxxx X Xxxxxx Title: PresidentBCI AIRCRAFT LEASING 1999, Cal Bay InternationalL.L.C. as Assignee By: /s/ BRIAN HOLLAGER ------------------------- Brian Hollaxxx Manager Annex A to Lease Agreement Assignment NOTICE OF AND CONSENT TO ASSIGNMENT Aloha Airlines, Inc. EXHIBIT A FORM 371 Aokea Street Honolulu, Hawaii 96819 Attention: Senior Vice Prxxxxxxx Xxxxxxx xxx Xxxxxxxx Xx: XXXICE OF NOTICE AND CONSENT TO ASSIGNMENT OF ELECTION TO EXERCISE [To be executed only LEASE AGREEMENT Ladies and Gentlemen: Reference is hereby made to that certain Lease Agreement, dated as of August 11, 1997, between Aloha Airlines, Inc. ("Lessee") and BCI Aircraft Leasing 1999, L.L.C., as assignee of Aircraft No. 1 L.L.C., as amended, modified and supplemented (the "Lease Agreement"), pursuant to which BCI Aircraft Leasing 1999 L.L.C. ("Assignor") is leasing to you one Boeing 737-282A aircraft bearing manufacturer's serial number 23045 (the "Aircraft"). You are hereby notified that Assignor has assigned and delegated all of its rights (other than Assignor's Rights) and obligations under the Lease Agreement and related documents (as set forth on Schedule 1 hereto) to First Security Bank, National Association, not in its individual capacity, but solely as Owner Trustee ("Assignee") pursuant to a Lease Agreement Assignment between Assignor and Assignee (a copy of which Lease Agreement Assignment is attached hereto (the "Assignment")). Such assignment and delegation shall become effective upon exercise consummation of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder purchase of the Warrant to which this form is attached, hereby irrevocably elects to exercise Aircraft by Assignee from Assignor. Assignor and Assignee shall give you notice of consummation of the right represented purchase of the Aircraft by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle Assignee (athe "Purchase Notice") or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire attached hereto as Attachment A. Capitalized terms used but not defined herein shall have the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued respective meanings ascribed thereto in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premisesLease Agreement Assignment.

XX WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal the Corporation has caused day and year in this Warrant to be executed by its duly authorized officer as of the date certificate first written aboveabove written. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number _ [Notarial Seal] April 29, 2005 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 EMC Mortgage Corporation 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2005-AQ1 Re: Custodial Agreement, dated as of shares is less than all April 29, 2005, by and among LaSalle Bank National Association, Bear Xxxxxxx Asset Backed Securities I LLC, and EMC Mortgage Corporation, relating to Bear Xxxxxxx Asset Backed Securities I Trust 2005-AQ1, Asset-Backed Certificates, Series 2005-AQ1 Ladies and Gentlemen: In accordance with Section 2.3(a) of the shares purchasable under the Warrantabove-captioned Custodial Agreement, the undersigned requests undersigned, as Custodian, hereby certifies that a new Warrant, of like tenor as it has received the Warrant following documents with respect to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered each Mortgage Loan listed in the name Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto: (i) an original note, including any riders thereto, endorsed without recourse to the order of LaSalle Bank National Association, as Trustee for certificateholders of __________________, whose address is _________ and showing an unbroken chain of endorsements from the original payee thereof to the person endorsing it to the Trustee; (ii) an original mortgage and, if the related mortgage loan is a MERS Loan, registered with MERS, noting the presence of the mortgage identification number and language indicating that such mortgage loan is a MERS Loan, which shall have been recorded (or if the original is not available, a copy) with evidence of such recording indicated thereon (or if clause (x) in the proviso below applies, shall be in recordable form); (iii) unless the mortgage loan is a MERS Loan, the assignment (either an original or a copy, which may be in the form of a blanket assignment if permitted in the jurisdiction in which the mortgage property is located) to the Trustee of the mortgage with respect to each mortgage loan in the name of ___________________________, and which shall have been recorded (of if clause (x) in the proviso below applies, shall be in recordable form); (iv) an original or a copy of all intervening assignments of the mortgage, if any, with evidence of recording thereon; (v) the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance, if available, or a copy thereof, or, in the event that such new Warrant be original title insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related mortgaged property; and (vi) originals or copies of all available assumption, modification or substitution agreements, if any; provided, however, that in lieu of the foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) if any mortgage, assignment thereof to the Trustee or intervening assignments thereof have been delivered or are being delivered to __________________recording offices for recording and have not been returned in time to permit their delivery as specified above, whose address is the Depositor may deliver a true copy thereof with a certification by the Seller or the title company issuing the commitment for title insurance, on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the mortgage notes relating to the mortgage loans identified in the list attached hereto, the Depositor may deliver a lost note affidavit and indemnity and a copy of the original note, if available. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. LASALLE BANK NATIONAL ASSOCIATION By:_______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto _ Name:______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints Title:_____________________________________ [DATE] 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 EMC Mortgage Corporation 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2005-AQ1 Re: Custodial Agreement, dated as of April 29, 2005, by and among LaSalle Bank National Association, Bear Xxxxxxx Asset Backed Securities I LLC, and EMC Mortgage Corporation, relating to Bear Xxxxxxx Asset Backed Securities I Trust 2005-AQ1, Asset-Backed Certificates, Series 2005-AQ1 Ladies and Gentlemen: In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received and reviewed the documents described in its attorney initial certification dated April 29, 2005 and has determined that: all documents have been executed and received and that such documents relate to transfer such right the Mortgage Loans identified on the books Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. LASALLE BANK NATIONAL ASSOCIATION By:______________________________________ Name:____________________________________ Title:_____________________________________ [DATE] 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 EMC Mortgage Corporation 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Bear Xxxxxxx Asset Backed Securities I LLC, Series 2005-AQ1 Re: Custodial Agreement, dated as of April 29, 2005, by and among LaSalle Bank National Association, Bear Xxxxxxx Asset Backed Securities I LLC, and EMC Mortgage Corporation, relating to Bear Xxxxxxx Asset Backed Securities I Trust 2005-AQ1, Asset-Backed Certificates, Series 2005-AQ1 Ladies and Gentlemen: In accordance with Section 2.3(c) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received and reviewed the documents described in its initial certification dated April 29, 2005 and has determined that: all documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. LASALLE BANK NATIONAL ASSOCIATION By:______________________________________ Name:____________________________________ Title:_____________________________________ To: [Name/Address of Owner] Attention: Re: Custodial Agreement, dated as of April 29, 2005, by and among LaSalle Bank National Association, Bear Xxxxxxx Asset Backed Securities I LLC, and EMC Mortgage Corporation, relating to Bear Xxxxxxx Asset Backed Securities I Trust 2005-AQ1, Asset-Backed Certificates, Series 2005-AQ1 In connection with full power the Mortgage Files that you hold pursuant to the Custodial Agreement, we request the release, and acknowledge receipt of substitution in the premises.Mortgage file/[specify document] for the Mortgage Loan described below, the reason indicated. Mortgagor’s Name, Address and Zip Code: Mortgage Loan Number: Reason for Requesting Documents: (check one)

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is ______is_________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has caused Landlord and Tenant have executed this Warrant to be executed by its duly authorized officer Lease, under seal, as of the date day and year first written aboveabove written. CAL-BAY INTERNATIONAL, INCWALGREEN CO. By Attest: Witnesses: Vice President CENTRAL AVENUE PARTNERS By: \S\Xxxxx X Xxxxxx NamePeterson Properties Real Estate Serxxxxx, Xnc. Managing General Partner By: Xxxxx X Xxxxxx TitleRetail Development Consultants, Inc., General Partner By Witnesses: PresidentSTATE OF ILLINOIS COUNTY OF LAKE ) SS ) On this day of l994, Cal Bay Internationalbefore me appeared Julian A. Dettinger, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise to me persoxxxxx xxxxx, xxx, being by me duly sworn, did say that he is the Vice President of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INCWALGREEN CO., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________an Illinois corporation, and that such certificate be delivered the seal affixed to ______________________, whose address said instrument is ____________________________________. If such number the corporate seal of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________said corporation, and that such new Warrant be delivered to __________________said instrument was signed and sealed in behalf of said corporation by authority of its board of directors and said Julian Dettinger acknowledged said xxxxxxxxxx xx xx the free act and deed of said corporation. SEAL STATE OF NEW MEXICO COUNTY OF BERNALILLO (Signature) (My commission expires 5-18-96) On this 25th day of As)ril , whose address is _______________________________________. Signature: (Signature must conform in all respects to the name 1994, before me appeared James A. Peterson, President of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value receivedXXXXXXXX XXXXXXXXES REAL ESTATE XXXXXXXS, the undersigned hereby sellsINC, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relatesa New Mexico corporation, and appoints ______________________ as that tide seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its attorney board of directors and said President acknowledged said instrument to transfer such right be the free act and deed of said corporation. Seal OFFICIAL SEAL COLLEEN R. MCGRATH (Signature) XXXXXX XXXXXX - XTATE OF NEW MEXICO Notary Bond Filed With Secretary of State My commission expires 10/18/97 NOTARY PUBLIC (Title) (My commission expires 10/18/97) STATE OF ILLINOIS COUNTY OF LAKE Xx xxxx 00xx xxx xx 0000, xxxxxx xx appeared Steven J. Johnson, to me personaxxx xxxxx, xxx, being by me duly sworn, did say that he is the Vice President of WALGREEN CO., an Illinois corporation, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its board of directors and said President acknowledged said instrument to be the books free act and deed of the Corporation, with full power said corporation. OFFICIAL SEAL COLLEEN R. MCGRATH (Signature) XXXXXX XXXXXX - XTATE OF NEW MEXICO Notary Bond Filed With Secretary of substitution in the premises.State My commission expires 10/18/97 NOTARY PUBLIC (Title) (My commission expires 10/18/97) STATE OF ILLINOIS COUNTY OF LAKE (Signature) (STATE OF NEW MEXICO) COUNTY OF BERNALILLO)

XX WITNESS WHEREOF. the Corporation has caused Seller and Buyer have executed this Warrant to be executed by its duly authorized officer Agreement effective as of the date first written aboveEffective Date set forth on the Purchase Agreement Data Sheet attached hereto and incorporated herein by reference. CAL-BAY INTERNATIONALBUYER: Charles M. Westfahl and Xxxxxx X. Xxxxxxxx, INCTrxxxxxx, xr their successors in trust, under the Charles M. and Xxxxxx X. Westfahl Commxxxxx Xxxxx, xxxxx June 2, 1994, and any amendments thereto. By: \S\Xxxxx X /s/ Charles M Westfahl, Truxxxx Charles M. Westfahl, Trxxxxx XXTNESS: /s/ Howard W Jeppson Xxxxxx W Jeppson (Xxxxx Name) Charles M. Westfahl and Xxxxxx X. Xxxxxxxx, Trxxxxxx, xr their successors in trust, under the Charles M. and Xxxxxx X. Westfahl Commxxxxx Xxxxx, xxxxx June 2, 1994, and any amendments thereto. By:/s/ Judith K Westfahl, Trusxxx Judith K. Westfahl, Truxxxx XXTNESS: /s/ Howard W Jeppson Xxxxxx W Jeppson (Xxxxx Name) THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Johnny Carino's Austin, XX XXXXXX: AEI Real Estate Fund 85-A Limited Partnership By: Net Lease Management 85-A, Inc., its corporate general partner By: /s/ Robert P Johnson Xxxert P. Johnson, its Xxxxxxxxx WITNESS: /s/ Paula R Tillett Xxxxx X Xxxxxx TitleTillett (Xxxxx Name) THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Buyer Initial: President/s/ CMW /s/ JKW Purchase Agreement for Johnny Carino's Austin, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To XX Purchase Agreement Data Sheet The following terms are to be executed only upon exercise of incorporated by reference into that certain Purchase Agreement between the Warrant herein defined Buyer and Seller to which this form Data Sheet is attached] To CAL. Effective Date of Purchase April 12, 2002 Agreement: Property Name & Street Johnny Carino's Country Xxxxxxx Address: Restaurant 5601 Brodie Lane Xxxxxx Valley (Austin), Texas 78745 Seller's Name and Address AEI Real Estate Fund 85-BAY INTERNATIONALA Limited for Purposes of Notice: Partnership 30 East Seventh Street Xxxxx 0000 Xx. Xxxx, INC.XX 00000 Xxxxxx's Undivided 33% Percentage Ownership Interest: The undersignedBuyer's Name and Address Charles M. Westfahl and Xxxxxx X. xxx Xurposxx xx Xxxice: Westfahl, Trustees, or xxxxx xxccessors in trust, under the holder of the Warrant to which this form is attachedCharles M. and Judith X. Xxxxxxxx Xxxxxxxxx Xxxxx, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONALxxxxx June 2, INC.1994, and herewith either [circle (a) or (b)]any amendments thereto. 3356 E. Tall Pine Lane Xxxx Xxxx Xxxx, XX 00000 Xxxxx'x Xxxxentage 22.5946% Undivided Ownership Interest being purchased: (a) tenders the aggregate payment of Purchase Price: $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) 640,000 Closing Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value receivedMay 6, the undersigned hereby sells2002 Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Johnny Carino's Austin, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.XX Purchase Agreement Data Sheet (Continued)

XX WITNESS WHEREOF. I have hereunto set my hand and the seal of the Company this 12th day of February, 1997. /s/ Michxxx X'Xxxxxxxx ------------------------------------ Michxxx X'Xxxxxxxx Corporate Secretary [seal] 66 RESOLVED, that the Management of the Corporation has caused this Warrant determined that it is necessary for the Corporation to obtain certain financing arrangements for the Corporation and its subsidiaries by establishing (i) an up to $1,300,000,000 commercial paper program (the "CP Program") and (ii) an up to $1,300,000,000 364-Day Credit Facility (the "Credit Facility Agreement") among the Corporation, certain lenders and Citibank, N.A., as Administrative Agent; RESOLVED, that the Corporation be executed by its duly and it hereby is authorized officer as to establish the CP Program and the Credit Facility upon terms and conditions satisfactory to the Management of the date first written aboveCorporation; RESOLVED, that the Authorized Officers are each hereby authorized, in the name and on behalf of the Corporation, to take any and all actions and to execute and deliver any and all instruments, certificates and other documents as may be necessary and advisable, in the opinion of the officer executing the same, to effectuate and comply with any of the foregoing resolutions. CAL-BAY INTERNATIONAL67 HARTFORD LIFE, INC. ByCERTIFICATE OF INCUMBENCY I, J. Richxxx Xxxxxxx, xxing a duly elected and acting Vice President of Hartford Life, Inc., a Delaware corporation (the "Company"), hereby certify that: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise Michxxx X'Xxxxxxxx xx the duly elected and acting Corporate Secretary of the Warrant Company and a sample of his genuine signature is set forth below: /s/ Michxxx X'Xxxxxxxx ---------------------------------- Michxxx X'Xxxxxxxx XX WITNESS WHEREOF, I have hereunto set my hand and seal of the Company this 12th day of February, 1997. [seal] /s/ J. RICHXXX XXXXXXX ------------------------------ J. Richxxx Xxxxxxx Vice President 68 [ITT HARTFORD LOGO] February 12, 1997 J. RICHXXX XXXXXXX Hartford Plaza Vice President & Treasurer Hartxxxx, XX 00000 Telephone (860) 000-0000 Xxtibank, N.A., as Administrative Agent for the Lenders parties to which this form is attached] To CAL-BAY INTERNATIONALthe Credit Agreement referred to below 399 Xxxx Xxxxxx Xxx Xxxx, INC.XX 00000 XXTENTION: Scotx Xxxxx/Xxxbal Insurance Department Ladies and Gentlemen: The undersigned, Hartford Life, Inc., refers to the holder Credit Agreement, dated as of February 10, 1997 (as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests Credit Agreement that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sellsrequests a Borrowing under the Credit Agreement, assigns and transfers unto ______________________ all in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.Credit Agreement:

XX WITNESS WHEREOF. the Corporation has Company, the Employer, Participant, Loral, and PSP have each caused this Warrant Grant Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Grant Agreement on his own behalf, thereby representing that he has carefully read and understands this Grant Agreement, the Plan and the Accession Agreement as of the date day and year first written above. CAL-BAY INTERNATIONAL, INC. Telesat Holdings Inc. By: \S\Xxxxx X Xxxxxx Name: /s/ Xxxxx X Xxxxxx Title: XxXxxxxxxxx Vice President, Cal Bay InternationalGeneral Counsel and Secretary Telesat Canada By: /s/ Xxxxx XxXxxxxxxxx Vice President, General Counsel and Secretary Loral Space & Communications Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To By: /s/ Xxxxxxx X. Xxxxxxx Public Sector Pension Investment Board By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx First Vice President, Private Equity Vic President, Private Equity By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx The Participant may not transfer any Shares or other securities received upon the exercise of the Award, or Shares resulting from the conversion of the Shares into other Equity Shares, or any interest therein, (in this Schedule A, “Shares”) to any person except as permitted herein: (i) The Participant may transfer Shares to a Permitted Transferee as defined in Section 5.5 of the Plan (with the prior consent of the Board, which consent may be executed only withheld in the Board’s sole discretion), or to a Canadian immigration trust, subject to compliance with the conditions precedent set out in Section 5.6 of the Plan, modified as need be to contemplate a transfer of Shares, instead of a transfer of an Award; (ii) Prior to the completion by the Company of an Initial Public Offering for Equity Shares of the Company, there shall be no transfer of Shares except as provided in (i) above, or as otherwise expressly provided in the Grant Agreement. (iii) After the completion of an Initial Public Offering for Equity Shares of the Company, the Participant shall be entitled to sell without restriction the Selldown Percentage of Shares acquired by the Participant upon exercise of the Warrant Award (and Shares subject to the Award which this form is attached] To CAL-BAY INTERNATIONAL, INC.: have vested). The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle “Selldown Percentage” shall equal (a) the percentage of all Equity Shares as shall have been sold by PSP or Loral (and their Permitted Transferees as defined in the Accession Agreement) in the Initial Public Offering or after the Initial Public Offering (other than sales to PSP, Loral or a Permitted Transferee as defined in the Accession Agreement) relative to the number of Equity Shares held by PSP and Loral immediately prior to the Initial Public Offering or (b)]: ) 100% if PSP, Loral and their Permitted Transferees (a) tenders the aggregate payment of $_________ as defined in the form Accession Agreement) cease to hold at least 70% of cash, wire transfer funds, check or (b)elects to exercise its right to acquire all Equity Shares following the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premisesInitial Public Offering.

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is _______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ___________________________________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.

XX WITNESS WHEREOF. the Corporation has caused this Warrant to be executed by its duly authorized officer as of the date first written above. CAL-BAY INTERNATIONAL, INC. By: \S\Xxxxx \S\Rxxxx X Xxxxxx Name: Xxxxx Rxxxx X Xxxxxx Title: President, Cal Bay International, Inc. EXHIBIT A FORM OF NOTICE OF ELECTION TO EXERCISE [To be executed only upon exercise of the Warrant to which this form is attached] To CAL-BAY INTERNATIONAL, INC.: The undersigned, the holder of the Warrant to which this form is attached, hereby irrevocably elects to exercise the right represented by such Warrant to purchase shares of Common Stock of CAL-BAY INTERNATIONAL, INC., and herewith either [circle (a) or (b)]: (a) tenders the aggregate payment of $_________ in the form of cash, wire transfer funds, check or (b)elects to exercise its right to acquire the Common Stock without any payment of funds as provided in Section 2 of the Warrant. The undersigned requests that a certificate for such shares be issued in the name of , whose address is__________________, and that such certificate be delivered to ______________________, whose address is ____________________________________. If such number of shares is less than all of the shares purchasable under the Warrant, the undersigned requests that a new Warrant, of like tenor as the Warrant to which this form is attached, representing the right to purchase the remaining balance of the shares purchasable under such current Warrant be registered in the name of __________________, whose address is ___________________________________, and that such new Warrant be delivered to __________________, whose address is is_______________________________________. Signature: (Signature must conform in all respects to the name of the holder of the Warrant as specified on the face of the Warrant) Date: EXHIBIT B FORM OF NOTICE OF TRANSFER [To be executed only upon transfer of the Warrant to which this form is attached] For value received, the undersigned hereby sells, assigns and transfers unto ______________________ all of the rights represented by the Warrant to which this form is attached to purchase _________________________ shares of Common Stock of CAL-BAY INTERNATIONAL, INC.(the "Corporation"),to which such Warrant relates, and appoints ______________________ as its attorney to transfer such right on the books of the Corporation, with full power of substitution in the premises.