Common use of Closing Clause in Contracts

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.One World Financial Center, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 1028▇ ▇▇ ▇:▇▇ a.m., Suite 2▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll obligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI placed in escrow under the control of METALS for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds certified check(s) referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In The escrow agreement relating to the Articles of Merger shall provide that in the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, 4 the Articles of Merger shall not be filed and shall be returned to the StockholdersSTOCKHOLDERS. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and shares, the delivery of funds a certified check or checks in an amount equal to the amount and in cash portion of the manner provided consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During Except as otherwise provided in Section 12 hereof, during the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 10 business days following of the Closing Date. Time is of the essence.

Closing. At or prior On the date when the closing with respect to the Pricing, IPO occurs ("the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Closing Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4"), the Articles of Merger shall not be filed with the appropriate state authorities, or if already filed shall become effective, and all transactions contemplated by this Agreement, including the conversion of shares of COMPANY Stock into shares of URSI Stock, the delivery of shares of URSI Stock, and the delivery of a certified check or checks in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be returned entitled to receive pursuant to the StockholdersMerger, shall occur and be deemed to be completed. The taking of If so requested by any STOCKHOLDER at or prior to the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place , URSI will use its best efforts to cause all cash to be paid to such STOCKHOLDER on the closing date CLOSING DATE to be paid by the Underwriters (as defined in Section 5.29) by initiating a wire transfer payment pursuant to instructions included in STOCKHOLDER's request. After the "Pre-Closing and until the Closing Date") , no party may withdraw, terminate or rescind any delivery made at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002Pre-Closing unless this Agreement is terminated as provided in Section 12. On All documents delivered at the Funding and C▇▇▇▇▇Pre-Closing shall be held by ▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ for final delivery on the Closing Date as directed by the parties and their counsel at the Pre-Closing, provided only that the Articles of Merger and any similar document may be filed to become effective on the Closing Date. Should the Agreement be terminated as provided in Section 12 prior to the Closing Date, the parties shall take all steps necessary to rescind any such filings, ▇▇▇▇▇▇ ▇▇▇ll ▇ shall return all documents delivered at the Pre-Closing to the parties who delivered the same, all such deliveries at the Pre-Closing will be filed with the appropriate state authorities so that they shall berescinded and a nullity, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby not become effective, the shares of COMPANY Stock will not be effectedconverted into URSI Stock, (y) all transactions contemplated by this Agreement, including the conversion and delivery shares of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect URSI Stock will not be delivered to the IPO shall occur and be completedSTOCKHOLDERS. The date on which the actions described in the preceding clauses (x)documents delivered at Pre-Closing shall include documents required to rescind, (y) and (z) occurs shall be referred prior to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is , any filing of the essenceArticles of Merger and any similar document.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above transactions contemplated hereby (the "Closing") shall take place on or before 2:00 p.m., Chicago time, on the closing date (the "Closing Date") Date at the Chicago offices of Bracewell Winston & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ LLP, or at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Closing Date of the full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall cause TRLTII pursuant to the Transfer and Assignment Agreement to deliver the Units described on Schedule 1-A hereto to the Lessee by delivery of the TRLTII ▇▇▇▇ of Sale and shall make an assignment of the Existing Equipment Subleases to the Lessee by delivery of the TRLTII Assignment, and immediately thereafter, (▇i) ▇▇▇ ▇▇▇▇the Indenture Trustee, on behalf of the Trust, shall, subject to the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the applicable Participants or waived by the applicable Participants, pay to the Lessee from the funds then held by it, in immediately available funds, an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date, (ii) the Lessee shall pay to TRLTII pursuant to the Transfer and Assignment Agreement an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date, (iii) the Lessee shall deliver the Units described on Schedule 1-A hereto to the trust by delivery of the ▇▇▇▇ ▇▇ ▇▇of Sale, (iv) the Trust shall, pursuant to the Lease, lease and deliver the Units listed on Schedule 1-A hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1-A hereto under the Lease, and such lease, delivery and acceptance of such Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and the Trust of the Lease Supplement covering the Equipment so delivered as described in Schedule 1-A and (v) the Trust shall execute (and the Indenture Trustee shall authenticate) and deliver the Equipment Note relating to such Lease Supplement to the Loan Participant. Concurrently with the transactions described immediately above, TRLTII shall pursuant to the Pledged Equipment Transfer and Assignment Agreement sell the Pledged Units described on Schedule 1-B hereto to the Lessee by delivery of the Pledged Equipment ▇▇▇▇ ▇▇▇ll of Sale and shall make an assignment of the Existing Pledged Equipment Leases to the Lessee by delivery of the TRLTII Pledged Equipment Assignment. Each of the Lessee, the Owner Participant, the Trust, the Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees to take all actions required to be filed taken by it in connection with the appropriate state authorities so that they shall be, Closing as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x2.3(b), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to The closing for the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution purchase and sale of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loans shall take place on the closing date (the "related Closing Date". The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. Each closing for the Mortgage Loan Package to be purchased on the related Closing Date shall be subject to each of the following conditions: (a) at least two (2) Business Days prior to the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation related Closing Date, effective and the Merger Seller shall thereby be effected, deliver to the Purchaser a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule; (yb) all transactions contemplated by of the representations and warranties of the Seller under this Agreement shall be materially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and ; (zc) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing with respect to the IPO shall occur and be completed. The date on which the actions documents more particularly described in the preceding clauses Purchase Price and Terms Letter, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (x), d) the Seller shall have delivered and released to the Purchaser (yor its designee) and (z) occurs shall be referred on or prior to as the "Funding and Consummation Date." During the period from the related Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated all documents required pursuant to the terms of such underwriting agreement. This this Agreement; and (e) all other terms and conditions of this Agreement and the Acknowledgement and Conveyance Agreement shall also in any event automatically terminate if have been materially complied with. Subject to the Funding and Consummation foregoing conditions, the Purchaser shall pay to the Seller on the related Closing Date has not occurred within 15 business days following the Closing Date. Time is Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the essenceaccount designated by the Seller.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇& ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable LLP on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Custodian and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Custodian and such Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively, shall have been delivered; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of May 21, 2008, among the Seller, the Other Sellers, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana227 West Trade Street, Suite 2▇▇▇2400, Charlotte, ▇▇▇▇ton, Texas 77002. On the Funding and C▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ . ▇▇▇ll e Closing shall be filed with subject to each of the appropriate state authorities so that they following conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, as early as practicable all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Purchaser pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO shall occur Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be completed. The date complied with on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from or before the Closing Date shall have been complied with, and the Seller shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Private Placement Agency Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Time is of Each party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇One World F▇▇▇▇▇▇▇▇ ▇ent▇▇▇ (▇) , New Yo▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇ll ▇, ▇▇ ▇he Closing Date. The obligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to (a) If the PricingDrag-Along Stockholders consummate the Drag-Along Transaction, the parties Participating Sellers shall be bound and obligated to sell all of their Shares in the Drag-Along Transaction on the same terms and conditions (except as otherwise contemplated by Section 5.1(b)(i) and Section 5.3(b)) as the Drag-Along Stockholders sell their Shares. Subject to Section 5.1, the Stockholders agree that they will also take all such actions and execute such documents and instruments as shall be necessary or desirable in order to prepare consummate the Drag-Along Transaction expeditiously. If at the end of the one hundred eightieth (180th) day following the date of the Drag-Along Notice the Drag-Along Transaction has not been completed other than by reason of any failure of a Participating Seller to comply with its obligations under this Article 5, the Participating Sellers shall be released from their obligations under the Drag-Along Notice, the Drag-Along Notice shall be null and void, and it shall be necessary for a separate Drag-Along Notice to have been furnished and the terms and provisions of this Article 5 separately complied with, in order to consummate a Drag-Along Transaction pursuant to this Article 5. (b) Notwithstanding any other provision of this Agreement, in the event the consideration to be paid in exchange for Shares in the proposed Drag-Along Transaction includes any securities and the receipt thereof by a Participating Seller which would require under applicable law (i) effect the Merger (including the execution registration or qualification of the Articles such securities or of Merger which shall be delivered any person as a broker or dealer or agent with respect to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and such securities or (ii) effect the conversion provision to any participant in the Drag-Along Transaction of any information other than such information as would be required under Regulation D promulgated under the Securities Act in an offering made pursuant to said Regulation D solely to “accredited investors” as defined in Regulation D, the Stockholders constituting the Drag-Along Stockholders shall have no obligation to cause such Participating Seller to receive as to the Shares the same amount and delivery kind of shares referred securities as the Drag-Along Stockholders to the extent of such receipt of securities, unless the Drag-Along Stockholders shall have elected to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. The Participating Seller shall be entitled to receive, in lieu thereof, against surrender of the Shares (in accordance with Section 3 hereof5.3(c)) which would have otherwise been transferred by such Participating Seller to the Proposed Buyer in the Drag-Along Transaction, an amount in cash equal to the fair market value of the securities which such Participating Seller would otherwise have received (as determined in good faith by the Board of Directors in its sole discretion). In the event such requirements have been complied with to the extent necessary to permit such Participating Seller to receive such securities, the Participating Seller shall execute such documents and instruments, and take such other actions (including without limitation, if required by the Drag-Along Stockholders, agreeing to be represented, without cost to the Participating Seller, during the course of such Drag-Along Transaction by a “purchaser representative” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Buyer or the Company shall reasonably request in order to permit such requirements to have been complied with; provided, however, that such actions shall not include any expenditure of funds by the actual completion Participating Seller, it being understood that payment by the Participating Seller of the Merger or fees and disbursements of any counsel the conversion Participating Seller may elect to retain shall be deemed not to constitute a required expenditure of funds for purposes of this provision. (c) At the closing of any Drag-Along Transaction under this Article 5, the Participating Sellers shall deliver the Shares to be sold by them, duly endorsed for transfer with signature guaranteed, free and clear of any liens, against delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Dateapplicable purchase price." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Latham & PattersonWatkins LLP, L.L.P.885 Third Avenue, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10022 at 9:0▇ ▇.▇., Suite 2N▇▇ ▇▇▇▇ time, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll all be filed with subject to each of the appropriate state authorities so that they following conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall bebe true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as early applicable, shall be duly executed and delivered by all signatories as practicable on required pursuant to the Funding respective terms thereof. 6.1.3 Seller shall have delivered and Consummation Date, effective released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and the Merger shall thereby be effected, (y) all transactions contemplated audit performed by this Agreement, including the conversion Purchaser and delivery of shares and the delivery of funds in the amount and in the manner provided in its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and (z) its affiliates in their sole determination and the closing with respect parties shall have agreed to the IPO shall occur form and contents of Seller's Information to be completed. The date on which the actions described disclosed in the preceding clauses (x), (y) Memorandum and (z) occurs shall the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. Time is . 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the essenceInitial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ (& ▇) ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) all of the representations and warranties of the Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) all documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects to obligations of the Seller hereunder), to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) the Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto pursuant to Section 2 of this Agreement; (iv) the result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) the Seller shall have received the consideration for the Mortgage Loans, as contemplated by Section 1; (vii) the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viii) neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to The closing for the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution purchase and sale of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loans shall take place on the closing date (the "related Closing Date". The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions: (a) at least one (1) Business Day prior to the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation related Closing Date, effective the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet; (b) all of the representations and warranties of the Company and Company under this Agreement and the Merger related Term Sheet shall thereby be effectedmaterially true and correct as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement or the related Term Sheet; (yc) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all transactions contemplated by documents required pursuant to this Agreement, including the conversion and delivery of shares Agreement and the delivery related Term Sheet, an opinion of funds counsel and an officer's certificate, all in the amount such forms as are agreed upon and in the manner provided in Section 3 hereof and (z) the closing with respect acceptable to the IPO shall occur and be completed. The date on which Purchaser, duly executed by all signatories other than the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to Purchaser as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated required pursuant to the terms of such underwriting agreementthis Agreement and the related Term Sheet; (d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and (e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been materially complied with. This Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 2.02 of this Agreement shall also in any event automatically terminate if and the Funding and Consummation Date has not occurred within 15 business days following related Term Sheet, by wire transfer of immediately available funds to the Closing Date. Time is of account designated by the essenceCompany.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (ia) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual The completion of the Merger or the conversion purchase and delivery sale of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above 1st Installment Shares (the "“Closing"”) shall take place on the closing date (the "Closing Date") occur at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, T▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within three business days following the execution of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth in Sections 3.1(b) and 3.1(c) below have been satisfied or waived by the appropriate party (the “Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the 1st Installment Shares and deliver such stock certificate to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 1st Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that time. (c) The Purchaser’s obligation to accept delivery of the 1st Installment Shares, such stock certificate and the 1st Installment Warrant, and to pay the 1st Installment at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (i) the delivery to the Purchaser by counsel to the Company of a legal opinion dated as of the Closing Date in the form set forth in Exhibit B; (ii) each of the representations and warranties of the Company set forth herein are true and correct in all respects as of the date of this Agreement and as of such Closing Date as though made at that time and that the Company shall have complied in all respects with all the agreements and satisfied in all respects all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date, and the Purchaser shall have received a certificate executed by the chief executive officer and chief financial officer of the Company, dated as of the Closing Date, to the foregoing effect, in the form set forth in Exhibit C-1; (iii) the execution by the Company of a written agreement (copy of each shall be delivered to the Purchaser at the Closing) with each of the Company’s lenders, United Mizrachi Bank (“United Bank”) and The Tail Wind Fund Ltd. (“Tail Wind”) which agreement is binding on the parties thereto, and pursuant to which each of United Bank and Tail Wind agree to forgo any principal payments payable by the Company (or any of its subsidiaries) under any United Bank or Tail Wind indebtedness outstanding on the Closing Date until January 1, 2011, and in the case of United Bank, the United Bank consents to and approves the MediVision Assets Transaction (as defined below) and the transaction contemplated thereunder. Notwithstanding the foregoing, if the Company makes a principal payment to United Bank in 2010 in amount higher than the Company’s Earnings Before Interest, Taxes and Amortization (“EBITDA”) for the year ended December 31, 2010, then within three business days after the filing with the SEC (as defined below) of the Company’s audited financial statements for the year ended December 31, 2010, the Company will issue shares of Common Stock to the Purchaser free of charge and without payment of any consideration by the Purchaser, in an amount equal to the amount of principal payments made to United Bank minus EBITDA divided by 0.41522 (the “Additional Shares”); the provisions of Section 7.1 shall apply, mutatis mutandis, to the Additional Shares, and the Company shall take all required actions set forth in Section 7.1 in order to register the Additional Shares; (iv) the execution by the Company and MediVision of a written agreement (a copy of which shall be delivered to the Purchaser at the Closing) (the “Assets Purchase Agreement”), which agreement is binding on the Company and the parties thereto, for the purchase of certain assets of MediVision in a manner and under terms reasonably satisfactory to the Purchaser (the “MediVision Assets Transaction”); (v) the deposit by MediVision of 3,793,452 shares of Common Stock, currently owned by MediVision, in escrow with S▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. and the execution of the escrow agreement by all parties thereto (copy of which shall be delivered to the Purchaser at the Closing), pursuant to the terms of Section 8.7(b) herein; (vi) the execution by MediVision and the receipt by the Purchaser at the Closing of a copy of a binding and irrevocable proxy, substantially in the form set forth in Exhibit D, appointing G▇▇ ▇▇▇▇▇ as its true and lawful attorney-in-fact and proxy with respect to all shares of Common Stock owned by MediVision (i.e, 9,380,843 shares) to vote FOR the Stockholder Approvals (as defined below) at the Company’s 2010 Annual Meeting of Shareholders; provided that MediVision may transfer up to 2,000,000 shares of Common Stock free and clear of this irrevocable proxy; and (vii) the execution by Agfa Gevaert N.V., Delta Trading and Services (1986) Ltd, G▇▇ ▇▇▇▇▇, N▇▇▇ ▇▇▇▇▇, A▇▇▇▇ ▇▇▇▇▇▇▇ and Y▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Principal MV Shareholders,” and together with MediVision, the “MediVision/Principal MV Shareholders Group”) and the receipt by the Purchaser at the Closing of copies of binding and irrevocable proxies, substantially in the form of set forth in Exhibit E, appointing N▇▇▇ ▇▇▇▇▇ as their true and lawful attorney-in-fact and proxy with respect to all shares of MediVision owned by such entities or persons to vote FOR the MediVision Assets Transaction and any other matters for which MediVision’s shareholders are asked to grant their vote or consent in connection with the consummation of the MediVision Assets Transaction. (viii) the receipt by the Purchaser from the Company of a copy of resolutions adopted by the Board approving the execution of the Transaction Documents, the consummation of the transactions contemplated therein, the appointment of U▇▇ ▇▇▇▇▇▇ and M▇▇▇ll be filed with ▇ ▇▇▇▇▇ to the appropriate state authorities so that they shall be, Board as early as practicable on of the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares Closing and the delivery of funds in the amount and in the manner provided in Section 3 hereof and a director indemnification agreement to each of them. (zix) the closing with respect delivery to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x)Purchaser of a duly executed secretary certificate, (y) and (z) occurs shall be referred to dated as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is , in the form of the essenceExhibit F-1.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇Sidley Austin LLP, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement, shall be true and correct in all material respects as of the Closing Date; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are reasonably acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (d) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (g) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties hereto agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇One World F▇▇▇▇▇▇▇▇ ▇ent▇▇▇ (▇) , New Yo▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇ll ▇, ▇▇ ▇he Closing Date. The obligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date (to the Merger shall thereby be effectedextent of the standard, if any, set forth in each representation and warranty). (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Loan Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding purchase and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.One World Financial Center, South Tower Pennzoil PlaceNew York, 711 LouisianaNew Yor▇ ▇▇▇▇▇ ▇▇ 10:▇▇ a.m., Suite 2▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. The Closing shall be subject to each of the following conditions: (▇i) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll All of the representations and warranties of the Seller and the Purchaser specified herein shall be filed with true and correct as of the appropriate state authorities so that they Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All documents specified in Section 8 (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Seller hereunder) and other documents to be delivered by or on behalf of the Purchaser, to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Trustee, the Purchaser or the Purchaser's designee, as the case may be, as early as practicable all documents and funds required to be so delivered on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from or before the Closing Date pursuant to Section 2; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 shall be satisfactory to the Funding Purchaser in its reasonable determination; (v) All other terms and Consummation Date, conditions of this Agreement may only required to be terminated by complied with on or before the parties if Closing Date shall have been complied with, and the underwriting agreement in respect of Seller shall have the IPO is terminated pursuant ability to the comply with all terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller shall have received the Mortgage Loan Purchase Price, and the Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Time is of Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇LLP, ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 9:00 a.m., as early as practicable New York time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The closing shall be subject to each of the essencefollowing conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. 6.1.3 Seller shall have delivered and released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and audit performed by Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of Seller's Information to be disclosed in the Memorandum and the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. 9.1 The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall Closing will take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. Day. 9.2 On the Funding Closing Day, if the Issuer has satisfied all of its obligations under the Agreement, the Issuer will deposit the Shares with CDS and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with deliver the appropriate state authorities so that they shall be, as early as practicable certificates representing the Agent’s Warrants on the Funding and Consummation Dateinstructions of the Agent, effective and against payment of the Merger shall thereby be effected, (y) Proceeds to the Issuer. 9.3 If the Issuer has satisfied all transactions contemplated by of its obligations under this Agreement, on the Closing Day, the Agent will pay the Proceeds to the Issuer upon receipt of satisfactory evidence that the Shares have been deposited with CDS in accordance with the instructions of the Agent. 9.4 The obligation of the Agent to pay the Proceeds to the Issuer shall be subject to the following conditions precedent: (a) completion by the Agent of due diligence on the Issuer to its reasonable satisfaction; (b) the Issuer shall have performed or complied with each covenant and obligation herein provided on its part to be performed or complied with, including but not limited to all deliveries under Section 7 of this Agreement; (c) the Issuer shall have received the Exchange’s bulletin confirming the listing of the Shares and Agent’s Warrant Shares on the Exchange; (d) the Issuer shall have received all necessary regulatory approvals to complete the Offering; (e) each of the representations and warranties of the Issuer herein shall continue to be true, and the Officers’ Certificate shall contain certification to that effect; and (f) the Issuer shall have, to the satisfaction of Agent’s Counsel, taken or caused to be taken all steps and proceedings which may be requisite under the Applicable Legislation to qualify the Distribution, including the conversion and delivery of shares filing and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect obtaining of the IPO is terminated pursuant to Preliminary Receipt and the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceFinal Receipt.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding purchase and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇One World F▇▇▇▇▇▇▇▇ ▇ent▇▇▇ (, New Yo▇) ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇ ▇▇▇▇, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) All of the representations and warranties of the Seller and the Purchaser specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All of the documents specified in Section 8 (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Seller hereunder) and other documents to be delivered by or on behalf of the Purchaser, to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Trustee, the Purchaser or the Purchaser's designee, as the case may be, all documents and funds required to be so delivered on or before the Closing Date pursuant to Section 2; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller shall have received the consideration for the Mortgage Loans as specified in Section 1, and the Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, 2 World Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement, shall be true and correct in all material respects as of the Closing Date; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are reasonably acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (d) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (g) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties hereto agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At (a) The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution waiver of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Dateconditions precedent set forth in Sections 1.9(b) and (iic) effect or at such other time and place as the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completedparties hereto may mutually agree. The date on which the actions described in the preceding clauses (x), (y) and (z) Closing occurs shall be is referred to as the "Funding and Consummation “Closing Date." During ” Subject to the period from fulfillment or waiver of such conditions precedent, Sellers shall make the Closing Date deliveries specified in Section 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of which shall be deemed to have occurred simultaneously and none of which shall be deemed completed unless and until all of them shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the Funding following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and Consummation Date, warranties of Novartis contained in this Agreement may only shall be terminated accurate in all material respects as of the Closing with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, the BCT197 Asset Purchase Agreement or the BGS649 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as defined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the parties if respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the underwriting agreement Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in respect the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall have reasonably requested to carry out the provisions of and the IPO is terminated transactions contemplated by this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the terms Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing with the same effect as if made on and as of such underwriting agreement. This Agreement date. (ii) Buyer shall also have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the essencePurchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and the transactions contemplated by this Agreement in form and substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement).

Closing. At The closing of the purchase and sale of the Unit (“Closing”) shall take place within five (5) business days after the date on which that the Seller obtains a certificate of occupancy from Bay County or prior other applicable governing authority (the “Governing Authority”) for the Unit (the “Closing Date”). The issuance of a certificate of occupancy by the Governing Authority shall be binding upon the parties as to whether or not said Unit has been completed. Seller shall give Purchaser at least five (5) days advance written notice of the specific Closing Date. Seller reserves the absolute right to designate Closing Agent. The closing shall be held at the offices of Closing Agent in Miramar Beach, Florida unless the Seller notifies the Purchaser of an alternate location in its written notice of Closing Date. Notwithstanding anything provided in this Agreement to the Pricingcontrary, Seller covenants and agrees that construction of the parties shall take all actions necessary to prepare to Unit will be completed and a certificate of occupancy will be issued no later than two (i2) effect years from the Merger (including the date of execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereofthis Agreement by Purchaser; provided, however, that such the foregoing completion date for completion of construction of the Unit is subject to extension in the event of any delays in construction which are caused by matters which are legally recognized as defenses to contract actions for non-performance in the State of Florida (“Extension Causes”). It is the intention of the parties that the sale contemplated by this Agreement will qualify for the exemption provided by 15 U.S.C. §1702(a)(2). It is contemplated that, at the time of the Closing, there may be construction or other improvements still underway at or near the Unit. The foregoing shall not include in any way relieve the actual completion Purchaser of responsibility to close on the Unit and to freely accept any and all responsibilities and obligations undertaken at the closing. Within forty-eight (48) hours prior to Closing, the Purchaser shall have the right to have a walk thru inspection of the Merger Unit being purchased with Seller or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provideda Seller’s representative. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided “touch-ups” or minor repairs appear to be necessary in this Section 4the Unit, the Articles of Merger Seller shall proceed to remedy same as soon as practicable. The Purchaser shall not be filed and shall be returned in any way use such need for “touch-ups” or minor repairs as grounds to defer the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place Closing on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation DateUnit." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices office of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇Orri▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and Crr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall beat 7:00 a.m., as early as practicable San Francisco time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller and the Depositor shall be true and correct in all material respects as of the Closing Date; (b) All Closing Documents specified in Section 8 of this Agreement, in such forms as are agreed upon and acceptable to the Depositor and the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Depositor or its designee, all documents required to be delivered to the Depositor pursuant to Section 2 of this Agreement; (d) The result of the examination and audit performed by the Depositor pursuant to Section 3 hereof shall be satisfactory to the Depositor in its sole determination and the parties shall have agreed to the form and content of the Seller's information (as defined in Section 9 hereof) to be disclosed in the Prospectus Supplement; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with and the Seller and the Depositor shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; and (f) All of the terms and conditions of the Underwriting Agreement and the Purchase Agreement required to be complied with on or before the Closing Date shall have been complied with.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇& ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable LLP on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and such Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus (as defined in Section 6(d) of this Agreement) and Prospectus Supplement (as defined in Section 6(d) of this Agreement), respectively, shall have been delivered; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of November 1, 2007, among the Seller, the Other Sellers, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇One World Fi▇▇▇▇▇▇▇ ▇▇nte▇, ▇ew Yor▇, ▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇ll ▇, ▇▇ ▇▇e Closing Date. The obligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to 7.1 The closing (i“Closing”) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and transactions contemplated under this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not will be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") completed at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding Company’s counsel on such date (the “Closing Date”) as may be agreed by the Company and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed the Agent in consultation with the appropriate state authorities so that they shall beExchange, as early as practicable on provided such date will be no later than: (a) 90 days after the Funding date of the Final Receipt; and (b) unless a further amendment to the Final Prospectus is filed and Consummation Datea receipt is issued for the further amendment, effective if an amendment is filed and the Merger shall thereby Commissions have issued a receipt for the amendment in accordance with Multilateral Instrument 11- 102 and National Policy 11-202, 90 days after the date of the receipt for the amendment, subject to a maximum of 180 days from the date of the Final Receipt, and provided, however, that if the Company has not been able to comply with any of the covenants or conditions set out herein required to be effectedcomplied with by the Closing Date or such other date and time as may be mutually agreed to, (y) all transactions contemplated by this Agreement, including the conversion and delivery respective obligations of shares and the delivery parties will terminate without further liability or obligation except for obligations of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing Company with respect to the IPO shall occur payment of Expenses and indemnity and contribution provided for in this Agreement. 7.2 At the Closing, the Agent will deliver or cause to be completed. The date delivered to the Company, one or more certified cheques, wire transfers or bank drafts made payable on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation DateCompany in a total amount equal to the Net Proceeds of the Offering, this Agreement may only be terminated subject to any written direction given by the parties if Company to the underwriting agreement in respect Agent and accepted by the Agent. 7.3 At the Closing, upon payment of the IPO is terminated pursuant Net Proceeds to the terms Company, the Company will deliver or cause to be delivered to the Agent, the following: (a) certificates in definitive form (or confirmation of issuance on a non-certificated basis) representing the Shares and the Compensation Shares registered in the name of CDS or in such underwriting agreement. This Agreement shall also other name or names as the Agent may notify the Company in any event automatically terminate if writing not less than 48 hours prior to the Funding Time of Closing; (b) the requisite Comfort Letters, Legal Opinions, Officers’ Certificates and Consummation Date has not occurred within 15 business days following other Closing Materials provided for in this Agreement; and (c) a certificate or certificates representing the Closing Date. Time is Compensation Options registered in the name of the essenceAgent or in such name or names as directed by the Agent.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution Section 6.01 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇LLP, ▇▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 9:00 a.m., as early as practicable New York time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). (b) All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) Seller shall have delivered and released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. (d) The result of the examination and audit performed by Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of Seller's Information to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Section 6.02 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Latham & PattersonWatkins LLP, L.L.P.885 Third Avenue, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10022 at 9:00 a.▇., Suite 2▇ew ▇▇▇, ▇ ▇▇me, on ▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll l be filed with subject to each of the appropriate state authorities so that they following conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall bebe true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as early applicable, shall be duly executed and delivered by all signatories as practicable on required pursuant to the Funding respective terms thereof. 6.1.3 Seller shall have delivered and Consummation Date, effective released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and the Merger shall thereby be effected, (y) all transactions contemplated audit performed by this Agreement, including the conversion Purchaser and delivery of shares and the delivery of funds in the amount and in the manner provided in its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and (z) its affiliates in their sole determination and the closing with respect parties shall have agreed to the IPO shall occur form and contents of Seller's Information to be completed. The date on which the actions described disclosed in the preceding clauses (x), (y) Memorandum and (z) occurs shall the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. Time is . 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the essenceInitial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇& Wood, Two ▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ ▇▇▇▇▇▇, as early as practicable ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) All of the representations and warranties of the Seller specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Interim Custodian, the Purchaser or the Purchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Section 2 hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At (a) The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution waiver of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Dateconditions precedent set forth in Sections 1.9(b) and (iic) effect or at such other time and place as the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completedparties hereto may mutually agree. The date on which the actions described in the preceding clauses (x), (y) and (z) Closing occurs shall be is referred to as the "Funding and Consummation “Closing Date." During ” Subject to the period from fulfillment or waiver of such conditions precedent, Sellers shall make the Closing Date deliveries specified in Section 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of which shall be deemed to have occurred simultaneously and none of which shall be deemed completed unless and until all of them shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the Funding following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and Consummation Date, warranties of Novartis contained in this Agreement may only shall be terminated accurate in all material respects as of the Closing with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, the BPS804 Asset Purchase Agreement or the BCT197 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as defined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the parties if respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the underwriting agreement Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in respect the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall have reasonably requested to carry out the provisions of and the IPO is terminated transactions contemplated by this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the terms Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing with the same effect as if made on and as of such underwriting agreement. This Agreement date. (ii) Buyer shall also have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the essencePurchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and the transactions contemplated by this Agreement in form and substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement).

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The Closing of the Articles purchase and sale of Merger which the Transferred Assets shall be delivered to TCI for filing with occur at the appropriate authorities effective Time of Closing on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Closing Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇Purchaser at 132 ▇▇▇▇▇ ▇▇▇▇ ., North York, Ontario, M2N 4C4. At or before the Time of Closing, upon fulfilment of all the conditions set out in Article VIII which have not been waived in writing by the Purchaser: (▇a) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll The Vendor shall deliver to the Purchaser all necessary deeds, conveyances, bills of sale, assurances, transfers, assignments and any other documents necessary or reasonably required to transfer the Transferred Assets to the Purchaser with a good and marketable title, free and clear of all mortgages, liens, charges, pledges, claims, security interests or encumbrances whatsoever; (b) The Vendor shall deliver physical possession of the Transferred Assets, including without limitation share certificates representing all of the outstanding shares of the Company duly endorsed in blank for transfer and any promissory note evidencing the NEI Advance together with duly executed assignment thereof, to the Purchaser; (c) The Vendor shall take or cause to be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective taken by itself and the Merger shall thereby be effectedCompany all necessary or desirable actions, (y) all transactions contemplated by this Agreement, including steps and corporate proceedings to approve or authorized validly and effectively the conversion transfer of the Transferred Assets to the Purchaser and the execution and delivery of shares this Agreement and other agreements and documents contemplated hereby and shall cause all necessary meetings of directors and shareholders of the Vendor and the delivery of funds in the amount Company to be held for such purpose; (d) The Vendor shall, if and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO extent requested, cause the directors, officers and accountants of the Company to resign in favour of nominees of the Purchaser; and (e) The Vendor shall occur deliver to the Purchaser the Vendor's Books and be completedRecords, which shall become the property of the Purchaser. The date on which Purchaser agrees that it will preserve the actions described in Vendor's Books and Records so delivered to it for such period as is required by any applicable law, and will permit the preceding clauses (x)Vendor or its authorized representative(s) reasonable access thereto and the Purchaser shall not destroy any of such Vendor' Books and Records either before or after such period without giving the Vendor opportunity to take back such Vendor' Books and Records, (y) and (z) occurs but the Purchaser shall not be referred to as the "Funding and Consummation Date." During the period from the Closing Date responsible or liable to the Funding Vendor as a result of any accidental loss or destruction of or damage to any such Vendor's Books and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceRecords.

Closing. At or prior (a) On the terms and subject to the Pricingconditions set forth in this Agreement, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Purchase (the "Closing") shall will take place at the location specified in Schedule A, at the time and on the closing date (set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the "Closing Date". (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, "Governmental Entities") required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the offices Closing of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On each of the Funding following conditions: (i) (A) the representations and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ warranties of the Company set forth in (▇x) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll Section 2.2(g) of this Agreement shall be filed with true and correct in all respects as though made on and as of the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Closing Date, effective and the Merger shall thereby be effected, (y) Sections 2.2(a) through (f) shall be true and correct in all transactions contemplated material respects as though made on and as of the Closing Date (other than representations and warranties that by this Agreementtheir terms speak as of another date, including the conversion which representations and delivery warranties shall be true and correct in all material respects as of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (ysuch other date) and (z) occurs Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to "materiality", "Company Material Adverse Effect" and words of similar import) shall be referred to true and correct as the "Funding though made on and Consummation Date." During the period from as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other date), except to the Funding extent that the failure of such representations and Consummation warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Company Material Adverse Effect and (B) the Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing; (ii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the Company shall have duly adopted and filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity the amendment to its certificate or articles of incorporation, articles of association, or similar organizational document ("Charter") in substantially the form attached hereto as Annex A (the "Certificate of Designations") and such filing shall have been accepted; (iv) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, "Benefit Plans") with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any debt or equity securities of the Company acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 ("EESA") as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, this Agreement may only be terminated by and (B) the parties if the underwriting agreement in respect Investor shall have received a certificate signed on behalf of the IPO is terminated pursuant Company by a senior executive officer certifying to the effect that the condition set forth in Section 1.2(d)(iv)(A) has been satisfied; (v) each of the Company's Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex B releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Closing Date, of any regulations which require the modification of, and the agreement of the Company hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers to eliminate any provisions of such underwriting agreement. This Agreement shall also Benefit Plans that would not be in any event automatically terminate if compliance with the Funding requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and Consummation Date has not occurred within 15 business days following is in effect as of the Closing Date. Time is ; (vi) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), addressed to the Investor and dated as of the essenceClosing Date, in substantially the form attached hereto as Annex C; (vii) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) the Company shall have duly executed the Warrant in substantially the form attached hereto as Annex D and delivered such executed Warrant to the Investor or its designee(s).

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (LLP, ▇) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) All of the representations and warranties of the Seller specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All documents specified in Section 8 (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Trustee, the Purchaser or the Purchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Section 2; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 shall be satisfactory to the Purchaser in its sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At (a) The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution waiver of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Dateconditions precedent set forth in Sections 1.9(b) and (iic) effect or at such other time and place as the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completedparties hereto may mutually agree. The date on which the actions described in the preceding clauses (x), (y) and (z) Closing occurs shall be is referred to as the "Funding and Consummation “Closing Date." During ” Subject to the period from fulfillment or waiver of such conditions precedent, Sellers shall make the Closing Date deliveries specified in Section 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of which shall be deemed to have occurred simultaneously and none of which shall be deemed completed unless and until all of them shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the Funding following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and Consummation Date, warranties of Novartis contained in this Agreement may only shall be terminated accurate in all material respects as of the Closing with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, the BPS804 Asset Purchase Agreement or the BGS649 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as defined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the parties if respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the underwriting agreement Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in respect the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall have reasonably requested to carry out the provisions of and the IPO is terminated transactions contemplated by this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the terms Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing with the same effect as if made on and as of such underwriting agreement. This Agreement date. (ii) Buyer shall also have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the essencePurchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and the transactions contemplated by this Agreement in form and substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement).

Closing. At (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the Exchange (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A, or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing (i) the Company will deliver the Series E Preferred Stock to the Investor, as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for and (ii) the Investor will deliver the Series D Preferred Stock Certificate to the Company. (c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Investor and the Company, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the Exchange. (d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Pricing, Closing of each of the parties shall take all actions necessary to prepare to following conditions: (i) effect (A) the Merger (including the execution representations and warranties of the Articles of Merger which Company set forth in Sections 2.2(a) through (e) shall be delivered to TCI for filing with true and correct in all material respects as though made on and as of the appropriate authorities effective on the Funding Closing Date (other than representations and Consummation Datewarranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (iiB) effect the conversion and delivery of shares referred Company shall have performed in all material respects all obligations required to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and performed by it under this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned at or prior to the Stockholders. The taking of the actions described in clauses (i) and Closing; (ii) above the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(i) have been satisfied; (iii) the "Closing") Company shall take place on have duly adopted, prior to the closing date (consummation of the "Closing Date") at the offices of Bracewell & PattersonExchange, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they Secretary of State of Delaware, immediately after the consummation of the Exchange, the certificate of elimination for the Series D Preferred Stock (the “Certificate of Elimination”) and such filing shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, have been accepted; (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (ziv) the closing Company shall have duly adopted, prior to the consummation of the Exchange, and filed with the Secretary of State of Delaware, prior to the consummation of the Exchange, the certificate of designations for the Series E Preferred Stock in substantially the form attached hereto as Annex A (the “Certificate of Designations”) and such filing shall have been accepted; (v) (A) the Company shall have taken all necessary action to effect such changes to its existing compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Plans”, and together with all such plans, arrangements and agreements hereafter adopted, created or entered into, “Benefit Plans”) with respect to the IPO Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of the Senior Executive Officers shall occur and be completed. The date on which the actions described have duly consented in the preceding clauses (xwriting to such changes), (y) and (z) occurs shall as may be referred necessary, during the Relevant Period, in order to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect comply with Section 111 of the IPO Emergency Economic Stabilization Act of 2008, as amended (the “EESA”), including the provisions for Systemically Significant Failing Institutions, as implemented by guidance or regulation issued thereunder, including Notice 2008-PSSFI, that has been issued and is terminated pursuant to the terms in effect as of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of , including provisions prohibiting severance payments to the essence.Senior Executive Officers, (B) the Company shall have taken all necessary action to effect such changes to its Plans with respect to the

Closing. At or prior (a) The transaction of Purchase and Sale is to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective completed on the Funding day of (the “Closing Date” or “Closing”). The parties acknowledge and Consummation confirm that the required Tarion Addendum to Agreement of Purchase and Sale (Freehold Form – Firm Closing Date) (the “Tarion Addendum”) and the required Statement of Critical Dates (iiFreehold Form – Firm Closing Date) effect the conversion and delivery form an integral part of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein providedthis Agreement. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger Vendor shall not be filed and shall be returned able to complete construction of the Dwelling prior to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at , the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On Vendor shall have the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect right to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from extend the Closing Date in accordance with Sections 3, 4 or 5 of the Tarion Addendum, whichever may be applicable. (b) The Dwelling shall be deemed to be completed when the Funding Dwelling has been approved for occupancy by the Town of Ajax notwithstanding that there remains non-substantial interior work and/or any exterior work to be completed including, but not limited to paving, walkways, decks, driveways, painting, grading, sodding and Consummation Datelandscaping. The Vendor shall, on or before Closing, deliver to Purchaser the final certificate, the Occupancy Permit or the signed written confirmation of the Vendor, whichever is applicable, required under Section 9(a) of the Tarion Addendum. (c) If the Dwelling has been approved for occupancy by the Town of Ajax on or before the Closing Date and the Vendor has complied with its obligations under Section 9(a) of the Tarion Addendum, the Purchaser shall close the transaction in accordance with the provisions of this Agreement and the Vendor agrees to complete any outstanding details of construction required by this Agreement within a reasonable time thereafter having regard to weather conditions and availability of supplies and labour. (d) The Purchaser is notified that although the Subdivision Agreements (as hereinafter defined) may only be terminated by require the parties if issuance of an Occupancy Permit, the underwriting agreement in respect practice of the IPO Municipality may be such that oral consent to occupancy is terminated pursuant given and that formal consent is given at some later time, including formal release with reference to other matters referred to in the Subdivision Agreements. The Vendor shall not be obligated as of Closing to provide a formal occupancy permit but shall otherwise comply with its obligations under Section 9(a) of the Tarion Addendum and the Purchaser shall complete this transaction in accordance with the terms of this Agreement. (e) The Purchaser acknowledges that certain external work to the Property such underwriting agreementas grading, paving, sodding, exterior painting and/or repair cannot be undertaken until weather conditions permit and that failure to complete all exterior work or non-substantial interior work shall not be deemed to be a failure to complete the Dwelling. This Agreement shall also The Purchaser further acknowledges that in any event automatically terminate if order to allow for natural settlement of the Funding and Consummation Date has driveway, the Vendor will not occurred within 15 business days following pave the driveway until at least one year after the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2Charl▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and h C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable ina on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; and (f) A letter from the independent accounting firm of KPMG LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding sale and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion purchase of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Shares shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Pattersonthe Purchaser at 2 p.m., L.L.P.Eastern Standard Time, South Tower Pennzoil PlaceJanuary 31, 711 Louisiana2005, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding or at such sooner time and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll location as may be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect agreed to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if (the underwriting agreement “Closing”). At the Closing, the Sellers shall deliver to the Purchaser one or more certificates for the Shares, in respect negotiable form, with all requisite stock transfer stamps or the funds therefore attached, together with a copy of the IPO is terminated pursuant Company’s Articles of Incorporation, certified by the Delaware Department of State, and the Company’s by-laws, certified by its secretary; and shall make available for review by the Purchaser and its representatives the Company’s minute book, stock transfer book or ledger, and any other Company records as the Purchaser may reasonably request. Following such delivery and review, the Purchaser shall deliver to the terms Sellers that portion of the Purchase Price then due; and the parties shall thereupon cause the Company’s secretary to cancel each certificate delivered to the Purchaser and to issue in the name of the Purchaser one or more substitute certificates evidencing its ownership of the Shares and register such underwriting agreementissuance and ownership in its stock transfer records. This Each party shall be responsible for all other fees and costs incurred by him/it or on his/its behalf in connection with the negotiation of this Agreement and the Closing. Upon completion of the Closing, the effective date of the transfer of the Shares shall also in any event automatically terminate if be 8:00 a.m., December 1, 2004 (the Funding “Effective Date”). Between the Effective Date and Consummation Date has not occurred within 15 business days following the Closing Date, the Sellers and the Company hereby agree to operate the Company in the ordinary and usual course and only in that manner. Time is If at the Closing the Sellers shall fail to tender the Shares, or if any of the essenceconditions specified hereunder shall not have been fulfilled, the Purchaser shall, at its option, be relieved of its obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment. Conversely, if the Purchaser fails to close the transactions herein contemplated for any reason other than a default or breach occasioned by the Sellers under the terms hereof, the Sellers shall, at their option, be relieved of their obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment.

Closing. At or prior to The closing for the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution purchase and sale of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loans shall take place on the closing date (the "applicable Closing Date". The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions: (a) at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to Mortgage Loans which are not UBS Website Mortgage Loans, as applicable, at least two (2) Business Days prior to the IPO applicable Closing Date, the Seller shall occur and be completed. The date deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on which a loan-level basis of the actions described information contained in the preceding clauses related Mortgage Loan Schedule; (xb) all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the applicable Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement; (c) the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all closing documents, in such forms as are agreed upon and acceptable to the Purchaser (including, but not limited to, completed original copies of all exhibits hereto, including but not limited to those set forth in clause (e) below), duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof, (yd) the Seller shall have delivered and released to the Purchaser (zor its designee) occurs shall be referred on or prior to as the "Funding and Consummation Date." During the period from the applicable Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated all documents required pursuant to the terms of such underwriting agreement. This this Agreement; (e) the Seller shall have complied with all other terms and conditions of this Agreement and, with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Purchase Price and Terms Letter; (f) with respect to Mortgage Loans which are not UBS Website Mortgage Loans, an Assignment and Conveyance in the form of Exhibit H1 hereto; and (g) with respect to each UBS Website Mortgage Loan, an Electronically executed Assignment and Conveyance in the form of Exhibit H2 hereto Subject to the foregoing conditions, the Purchaser shall also in any event automatically terminate if pay to the Funding and Consummation Seller on the applicable Closing Date has not occurred within 15 business days following the Purchase Price for the related pool of Mortgage Loans, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Seller. (h) On or before the initial Closing Date. Time is , the Seller shall submit to the Purchaser fully executed originals of the essence.following documents: 1. this Agreement, in four counterparts;

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.One World Financial Center, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 1028▇ ▇▇ ▇:▇▇ a.m., Suite 2▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll obligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Loan Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior The obligations of Maxim and the closing of the sale of the Securities hereunder are subject to the Pricingaccuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries contained herein, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following additional terms and conditions: (A) All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the parties Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall take be reasonably satisfactory in all actions necessary material respects to prepare Maxim, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (B) ▇▇▇▇▇ shall have received from outside counsel to the Company such counsel’s written opinion (including a negative assurance letter), addressed to ▇▇▇▇▇ and dated as of the Closing Date, in form and substance reasonably satisfactory to Maxim. (C) Neither the Company nor any of its Subsidiaries (i) effect shall have sustained since the Merger (including the execution date of the Articles latest audited financial statements of Merger which shall be delivered to TCI for filing the Company included in the SEC Filings, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the appropriate authorities effective on the Funding and Consummation Date) SEC Filings, and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that since such actions date there shall not include have been any change in the actual completion capital stock or long-term debt of the Merger Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the conversion and delivery business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the shares Company and funds referred to its subsidiaries, otherwise than as set forth in Section 3 hereof, each of which actions shall only be taken upon or contemplated by the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4SEC Filings, the Articles effect of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions which, in any such case described in clauses clause (i) and or (ii) above (), is, in the "Closing") shall take place on the closing date (the "Closing Date") at the offices reasonable judgment of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed , so material and adverse as to make it impracticable or inadvisable to proceed with the appropriate state authorities so that they shall be, as early as practicable sale or delivery of the Securities on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount terms and in the manner provided in Section 3 hereof contemplated by the Purchase Agreement. (D) The shares of Common Stock of the Company are registered under the Exchange Act. (E) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and adversely affect the business or operations of the Company. (zF) The Company shall prepare and file with the closing Commission a Current Report on Form 8-K with respect to the IPO Placement within the time required by the Exchange Act. (G) The Company shall occur have entered into Purchase Agreements with each of the Purchasers and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs such agreements shall be referred to as the "Funding in full force and Consummation Date." During the period from the Closing Date to the Funding effect and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect shall contain representations and warranties of the IPO is terminated pursuant Company as agreed between the Company and the Purchasers. (H) Prior to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of , the essenceCompany shall have furnished to Maxim such further information, certificates and documents as Maxim may reasonably request.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇& ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable LLP on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of June 21, 2005, among the Seller, Countrywide Commercial Real Estate Finance, Inc., PNC Bank, National Association, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to The transactions contemplated hereby will be completed at the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") Time at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall beGervais LLP in Calgary, as early as practicable on the Funding and Consummation Date, effective Alberta and the Merger shall thereby be effected, Subscriber agrees and acknowledges as follows: (ya) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from at the Closing Date to the Funding and Consummation DateTime, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant subject to the terms and conditions of the Agency Agreement, the Agent shall deliver to the Corporation all completed subscription agreements, including this Subscription Agreement, and the aggregate Subscription Amount against delivery by the Corporation of the certificates representing the Flow-Through Shares and such other documentation as may be required, and (b) the Agent is hereby irrevocably appointed to act in its sole and absolute discretion as the Subscriber’s agent to represent the Subscriber at the Closing for the purpose of all closing matters and deliveries of documents and receipt of certificates representing the Flow-Through Shares. Without limiting the generality of the foregoing, the Agent is irrevocably authorized, in its sole and absolute discretion: (i) to complete or correct manifest errors or omissions in the information provided by the Subscriber in this Subscription Agreement and any other forms or documents delivered by the Subscriber in connection with the transactions contemplated hereby, if any; (ii) to receive on its behalf certificates representing the Flow-Through Shares purchased under this Subscription Agreement (iii) to act as its representative at the closing and to execute in its name and on its behalf all closing receipts and documents required; (iv) to approve any opinions, certificates or other documents addressed to the Subscriber; (v) to waive, in whole or in part, any representations, warranties, covenants or conditions for the benefit of the Subscriber and contained in the Agency Agreement; (vi) to register or permit the registration of the Flow-Through Shares purchased hereunder by way of one or more certificates registered in the name of the Agent and/or in the name of each subscriber to the offering of Flow-Through Shares and/or in the name of such underwriting agreement. This Agreement shall also other nominee or nominees as the Corporation and the Agent may agree; and (vii) to exercise any rights of termination contained in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceAgency Agreement.

Closing. At (a) The closing (“Closing”) of the acquisition by the Purchaser pursuant to this Agreement shall take place remotely via the exchange of documents and signatures by electronic means and shall be effective as of 3:01 a.m. Eastern Daylight Savings Time or such other time as the Company and Purchaser may mutually agree on the date of, and immediately prior to the PricingContribution Closing (the “Closing Date”). (b) At the Closing, the parties Company shall take all actions necessary deliver, or cause to prepare be delivered, to the Purchaser the following: (1) (i) effect the Merger (including the execution evidence reasonably satisfactory to Purchaser of the Articles issuance of Merger which shall be delivered to TCI for filing with the appropriate authorities effective Shares in the name of the Purchaser by book entry on the Funding and Consummation Datestock ledger of the Company or on the books of the Company’s Transfer Agent, as the case may be (or, if Shares are to be represented in certificated form, a certificate representing the Shares) and (ii) effect all other documents, instruments and writings required to be delivered by the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned Company to the Stockholders. The taking of the actions described in clauses Purchaser pursuant to this Agreement; (i2) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇an opinion from W▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇ ▇▇▇▇, Professional Corporation, counsel to the Company, dated as of the Closing Date, in form and substance satisfactory to the Purchaser; (3) an opinion from B▇▇▇▇▇▇ ▇▇▇ll be filed with ▇▇ LLP, counsel to the appropriate state authorities so that they shall beCompany, dated as early as practicable on of the Funding and Consummation Closing Date, effective in form and substance satisfactory to the Merger shall thereby be effectedPurchaser; (4) a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company (ythe “Board”) all approving the transactions contemplated by this Agreement, including the conversion and delivery of shares Agreement and the delivery issuance of funds the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Company; and (5) all other documents, instruments and writings required to be delivered by the Company to the Purchaser pursuant to this Agreement. (c) At the Closing, Purchaser shall deliver, or cause to be delivered, to the Company the following: (1) to a bank account designated by the Company in writing, the Purchase Price by wire transfer of immediately available funds; (2) a duly executed, valid, accurate and properly completed Internal Revenue Service Form W-9 certifying that such Purchaser is a U.S. person and that such Purchaser is not subject to backup withholding; and (3) a duly executed, valid, accurate and properly completed Selling Stockholder Questionnaire in the amount and in the manner provided in Section 3 hereof and form attached hereto as Exhibit A. (zd) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from All deliveries at the Closing Date will be deemed to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceoccur simultaneously.

Closing. At or On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger and the transactions contemplated by this Agreement (the “Closing”) shall be consummated immediately prior to the PricingEffective Time by the exchange of signatures by PDF or other electronic transmission or, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; providedif such exchange is not practicable, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, Eversheds ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇ (US) LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇, ▇▇, ▇▇▇▇▇▇▇▇ , ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇, as early as practicable at 10:00 a.m. local time, on the Funding and Consummation Datesecond Business Day following the satisfaction or waiver of the conditions set forth in Article 5 hereof (other than conditions which by their terms are to be performed at the Closing, effective and provided that such conditions are satisfied at the Merger Closing); provided that in no event shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect Closing take place prior to the IPO shall occur fifth Business Day following the date hereof unless otherwise agreed in writing by ▇▇▇▇▇▇ and be completedSellers Representative. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs Closing shall be occur is referred to herein as the "Funding and Consummation “Closing Date." During ” On the period from the Closing Date Business Day immediately prior to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date, Parent and Company shall conduct a pre-Closing at the same location as the Closing, commencing at 10:00 a.m. local time, at which each party shall present for review by the other parties copies in execution form of all documents required to be delivered by such party at the Closing. Time is At the Closing, (i) Parent and Merger Sub shall deliver to Sellers and Company all of the essencecertificates, instruments and documents required to be delivered by such Person under Section 5B in order for the conditions of Sellers and Company to be satisfied, (ii) Sellers and Company shall deliver to Parent and Merger Sub all of the certificates, instruments and documents required to be delivered by such Person under Section 5A in order for the conditions of Parent and Merger Sub to be satisfied.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Sidley & PattersonAustin, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) all of the representations and warranties of the Seller made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) all documents specified in Section 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects to obligations of the Seller hereunder), to the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) the Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto pursuant to Section 2 of this Agreement; (iv) the result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (vii) neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (ia) effect the Merger (including the execution The consummation of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and transactions contemplated by this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "“Closing"”) shall take place at a location agreed upon by Buyer and the Seller on a date which shall not be later than the fifth (5th) Business Day following the satisfaction or waiver of all of the closing date conditions set forth in Article X hereof (other than those required to be satisfied at Closing, but subject to the "satisfaction or waiver of such conditions at Closing) (such date, the “Closing Date"”). (b) at Subject to the offices terms and conditions set forth in this Agreement, the parties hereto shall consummate the following closing transactions (i) Buyer shall deliver to the Seller: (1) the certificate described in Section 10.02(a); (2) the documents described in Section 10.02(d); (3) the cash Purchase Price in accordance with Section 2.06 by wire transfer of Bracewell & Pattersonimmediately available federal funds; and (4) such other documents and instruments as the Seller reasonably determines to be necessary to sell the Station Assets and for Buyer to assume the Assumed Liabilities. (ii) The Seller shall deliver, L.L.P.or cause to be delivered, South Tower Pennzoil Place, 711 Louisiana, Suite to Buyer: (1) the certificate described in Section 10.03(a); (2▇▇▇, ▇▇▇▇ton, Texas 77002. On ) the Funding and C▇▇▇▇▇▇▇▇documents described in Section 10.03(d); (3) a duly executed B▇▇▇ ▇▇▇▇ of Sale, substantially in the form of Exhibit A-1 annexed hereto; (▇4) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll a duly executed special warranty deed for each Owned Real Property from the Seller or its Affiliate; (5) such other documents and instruments as Buyer reasonably determines to be filed with necessary for it acquire the appropriate state authorities so that they Station Assets and assume the Assumed Liabilities. (iii) The Seller and Buyer shall beexecute and deliver to each other: (1) a duly executed Assignment and Assumption of FCC Licenses, as early as practicable on substantially in the Funding form of Exhibit A-2 annexed hereto; (2) a duly executed Assignment and Consummation DateAssumption of Intangible Property, effective substantially in the form of Exhibit A-3 annexed hereto, if any owned and registered Intangible Property is included in the Merger shall thereby be effected, Station Assets; (y3) all transactions contemplated by this a duly executed Assignment and Assumption Agreement, including the conversion and delivery of shares and the delivery of funds substantially in the amount form of Exhibit A-4 annexed hereto; (4) a duly executed Assignment and Assumption Agreement for the Real Property Leases, substantially in the manner provided form of Exhibit A-5 annexed hereto, or, in the event that necessary consents to assignment have not been obtained prior to the Closing, appropriate subleases, occupancy or use agreements pursuant to Section 2.05 hereof; (5) a duly executed Transition Services Agreement, substantially in the form of Exhibit A-6 annexed hereto; and (6) such other documents as set forth in Section 3 hereof 10.02 and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation DateSection 10.03." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) A letter from the independent accounting firm of Price WaterhouseCoopers LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of November 7, 2003, among the Seller, the Purchaser and the Underwriters. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior (a) On the Closing Date and subject to the Pricingsatisfaction or waiver of the terms and conditions of this Agreement, the parties Subscriber, in the amounts set forth on the signature page hereto, shall take all actions necessary purchase and the Company shall sell to prepare to each such Subscriber in the amount set forth on the signature page hereto, the Purchased Shares and the Warrants as described in Section 3 of this Agreement. (b) The occurrence of the Closing is expressly contingent on (i) effect payment by the Merger (including the execution Subscriber of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and Purchase Price, (ii) effect delivery by the conversion and delivery of shares referred Company to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & Prager, LLP, to be held in escrow pending the Closing, of one or more original signed stock certificates representing the Purchased Shares, issued in the name of the Subscriber and original ink-signed Warrants issued by the Company to the Subscriber (▇such stock certificates and Warrants, the “Delivered Certificates”), (iii) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall betruth and accuracy, as early as practicable on the Funding Closing Date of the representations and Consummation Date, effective warranties of the Company and the Merger shall thereby be effected, (y) all transactions contemplated by Subscriber contained in this Agreement, including (iv) the conversion continued compliance with the covenants of the Company set forth in this Agreement through such date, (v) the non-occurrence prior to that date of any event that with the passage of time or the giving of notice could become an Event of Default, as defined in Section 7 hereof or other default by the Company of its obligations and delivery of shares and undertakings contained in this Agreement, (vi) the delivery by the Company on the Closing Date of funds a certificate substantially in the amount form of Exhibit E (the “Closing Certificate”) signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, as if such representations and warranties were made and given on such date, except for changes that will not have alone, or in any combination in the manner provided aggregate, a Material Adverse Effect (as defined in Section 3 hereof and (z5(a) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (xof this Agreement), (y2) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Closing Date, except for changes that do not constitute a Material Adverse Effect, (3) adopting and renewing the covenants and representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Closing Date, the Purchased Shares and the Warrants, and (z4) occurs certifying that no Event of Default has occurred, and (vii) a legal opinion of Company Counsel nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be referred delivered to as the "Funding and Consummation Date." During the period from Subscriber on the Closing Date in relation to the Funding Company, the Purchased Shares and Consummation Date, this Agreement may only be terminated by the parties if Warrants (the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the “Closing Date. Time is of the essenceLegal Opinion ”).

Closing. At or prior Subject to the Pricingsatisfaction (or waiver by the applicable parties) of the conditions set forth in Section 5.1 below, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution closing of the Articles of Merger which Transactions (the “Closing”) will take place remotely on May 22, 2023 or at such time and place as the Company and the parties may agree in writing (the “Closing Date”). At the Closing, (a) each Holder shall deliver or cause to be delivered to TCI for filing the Company all right, title and interest in and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the appropriate authorities effective Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes, free and clear of any Liens (no later than 12:00 noon Eastern Daylight Time on the Funding and Consummation Date) day of Closing), and (iib) effect the conversion Company shall deliver or cause to be delivered to each Holder the Exchange Consideration specified for such Holder on Exhibit A hereto, as specified on, and delivery pursuant to the wire instructions provided by each Holder on, Exhibit B hereto, which Exhibit B, may be provided within one (1) Business Day of shares referred to the date set forth at the top of this Agreement. For the avoidance of doubt, in Section 3 hereof; providedthe event of any delay in the Closing as described above, that such actions the Holders shall not include be required to deliver the actual completion Exchanged Notes until the Closing occurs. The Company may at any time (whether before, simultaneously with or after the Closing) deliver the Exchange Consideration to one or more other holders of Outstanding Notes or to other investors (any such issuances pursuant to agreements dated as of the Merger or date hereof, the conversion and “Aggregated Transactions”). The delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and Exchanged Notes shall be returned to effected promptly following the Stockholders. The taking receipt by such Holder of the actions described in clauses (i) and (ii) above (Exchange Consideration through the "Closing") shall take place on direction by the closing date (Holder of the "Closing Date") at eligible DTC participant through which the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds Holder holds a beneficial interest in the Exchanged Notes to perform a free delivery through DTC for the aggregate principal amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date of Exchanged Notes set forth on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.Exhibit A.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders20.1. The taking of the actions described in clauses (i) transfers and (ii) above deliveries to be made pursuant to this agreement (the "Closing") shall be made by and take place on the closing date (the "Closing Date") at the offices of Bracewell & Pattersonthe Exchange Agent or other location designated by the Constituent Corporations without requiring the meeting of the parties hereof. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, L.L.P.delivered and executed simultaneously, South Tower Pennzoil Placeand no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, 711 Louisianadelivered and executed. 20.2. Any copy, Suite 2▇▇▇facsimile telecommunication or other reliable reproduction of the writing or transmission required by this agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be complete reproduction of the entire original writing or transmission or original signature. 20.3. At the Closing, S▇▇▇▇ton▇ shall deliver to the Exchange Agent in satisfactory form, Texas 77002. On if not already delivered to New Millennium: (i) A list of the Funding holders of record of the shares of S▇▇▇▇▇ Common Stock being exchanged, with an itemization of the number of shares held by each, the address of each holder, and Cthe aggregate number of shares of New Millennium Common Stock to be issued to each holder; (ii) Evidence of the execution and adoption of this Agreement in such manner as is required by law including all appropriate action by directors and, if required, by shareholders; (iii) Certificate of the Secretary of State of Delaware as of a recent date as to the good standing of S▇▇▇▇▇; (iv) Certified copies of the resolutions of the board of directors of S▇▇▇▇▇ authorizing the execution of this agreement and the consummation of the Merger; (v) The S▇▇▇▇▇ Financial Statements; (vi) Secretary's certificate of incumbency of the officers and directors of S▇▇▇▇▇▇ ; (vii) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein; and (viii) The share certificates for the outstanding Common Stock of S▇▇▇▇▇ (▇) ▇▇▇ to be exchanged hereunder or, where any such certificate is not delivered, an affidavit of lost certificate or other reason for non-delivery. 20.4. At the Closing, New Millennium shall deliver to the Exchange Agent in satisfactory form, if not already delivered to S▇▇▇▇▇▇▇▇ ▇▇ ▇: (i) A list of its shareholders of record; (ii) Evidence of the execution and adoption of this Agreement in such manner as is required by law including all appropriate action by directors and, if required, by shareholders; (iii) Certificate of the Secretary of State of its state of incorporation as of a recent date as to the good standing of New Millennium; (iv) Certified copies of the resolutions of the board of directors of New Millennium authorizing the execution of this agreement and the consummation of the Merger; (v) The New Millennium Financial Statements; (vi) Secretary's certificate of incumbency of the officers and directors of New Millennium; (vii) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein; and (viii) The share certificates of New Millennium to be delivered to the shareholders of S▇▇▇▇▇ ▇▇▇ll be filed with the hereunder, in proper names and amounts, and bearing legends, if any, required and appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Dateunder applicable securities laws." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place be held at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP on the closing date Closing Date. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date"; (e) at The Seller shall have paid all fees and expenses payable by it to the offices Purchaser or otherwise pursuant to this Agreement as of Bracewell the Closing Date; (f) A letter from the independent accounting firm of Ernst & PattersonYoung LLP in form satisfactory to the Purchaser, L.L.P.relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, South Tower Pennzoil Placerespectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, 711 Louisianadated as of April 23, Suite 2▇▇▇2004 among the Seller, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with Mortgage Lending, Inc., Bank of America, N.A., the appropriate state authorities so that they shall bePurchaser, as early as practicable on the Funding and Consummation Date, effective Underwriters and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including Initial Purchasers. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the conversion and delivery of shares and Purchaser to purchase the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date Mortgage Loans on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇& ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable LLP on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of December 1, 2005, among the Seller, Countrywide Commercial Real Estate Finance, Inc., KeyBank National Association, IXIS Real Estate Capital Inc., the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the Pricingsatisfaction or waiver of the conditions set forth in Article V, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above closing (the "Closing") shall of the transactions contemplated ------- by Section 2.1 will take place on the closing earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) at Premier shall pay or cause to be paid the offices aggregate Cash Consideration to or for the account of Bracewell & Pattersonthe Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, L.L.P.Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, South Tower Pennzoil PlacePremier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Registration Rights Agreement; (▇v) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll The Seller shall deliver or cause to be filed with the appropriate state authorities so that they shall be, delivered to Premier or its designee such documents as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementPremier may reasonably request, including certificates for all Securities to evidence the conversion transfer to Premier of good and delivery marketable title in and to all of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated Securities owned by the parties if the underwriting agreement in respect Seller free and clear of the IPO is terminated any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement or the Warrant Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such underwriting agreement. This Agreement other actions, and shall also in any event automatically terminate if the Funding execute and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.deliver such other instruments or documents, as shall be required under Article V.

Closing. At or prior The closing for each purchase and sale of Units (an “Article X Closing”) pursuant to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which this Article X shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Company within 30 days after the later of (▇i) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds an Exercise Notice, (ii) in the amount and in case of Offers to Sell, 30 days after the manner provided in Section 3 hereof receipt of an acceptance of an Offer to Sell and (ziii) the closing with respect to day that is six months and one day after such Units were first acquired by the IPO shall occur and be completedSeller. The date on which the actions described respective Article X Closing takes place is referred to in this Agreement as its “Article X Closing Date”. At each Article X Closing, the preceding clauses parties shall execute an Assignment of Unit Agreement in form and substance reasonably acceptable to the purchaser and the seller in such transaction and an amendment to this Agreement in accordance with Section 14.4 reflecting such transfer and the reallocated Units (xincluding the related portion of the Capital Account), (y) and (z) occurs . The transfer of any Units pursuant to this Section 10.10 shall be referred to free and clear of all claims, liens and encumbrances other than as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated created by the parties if provisions of this Agreement. Prior to any Article X Closing, the underwriting agreement applicable purchaser and seller shall use their best efforts to obtain any required governmental or regulatory approval or approvals. MDC shall have the right to postpone any scheduled Article X Closing until any such governmental or regulatory approval is obtained. In connection with a sale pursuant to this Article X, the transferor shall be entitled to distributions pursuant to Section 3.4 as and when declared by the Board of Managers in respect of any amounts which have been allocated to the IPO is terminated transferred Units as of the day prior to the effective date of any Put or Call or, in the case of an Offer to Sell, the applicable Article X Closing Date, and the transferee shall be entitled to distributions pursuant to Section 3.4 in respect of any amounts which are allocated to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if transferred Units on and after the Funding and Consummation Date has not occurred within 15 business days following effective date or the Article X Closing Date. Time is of , as the essencecase may be.

Closing. At or prior The closing of an acquisition pursuant to Sections 12.1 through 12.3 shall be held at the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution principal place of business of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective Company on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing a mutually acceptable date (the "Closing Date") at not later than 180 days after the offices Initiating Notice, in the event the Buy-Sell Option is exercised following the existence of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002a Major Dispute or an Unpermitted Transfer or 120 days after the Initiating Notice in any other event. On At the Funding Closing of the disposition and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ acquisition of such interests the following shall occur: (▇a) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed The selling Member shall assign to the acquiring Member or its designee the selling Member's Membership Interest in accordance with the appropriate state authorities so that they instructions of the acquiring Member, and shall be, as early as practicable on the Funding execute and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect deliver to the IPO shall occur and acquiring Member or its designee all documents which may be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred reasonably required to as the "Funding and Consummation Date." During the period from the Closing Date give effect to the Funding disposition and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms acquisition of such underwriting agreement. This Agreement shall also interests, in each case free and clear of all liens, claims, and encumbrances, with covenants of general warranty; (b) If the selling Member holds any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following Default Loans as of the Closing Date. Time is , then such Default Loans shall be assigned, without recourse and without warranty to the acquiring Member or its designee and the selling Member shall execute and deliver to the acquiring Member or its designee all documents which may be reasonably required to give effect to such assignment (for the avoidance of doubt, the essenceassignment of any such Default Loans by the selling Member to the acquiring Member or its designee shall in no way affect the purchase price due the selling Member in accordance with this Article 12 which will be determined, in part, by the amount of any Default Loans held by the selling Member immediately prior to the assignment thereof in accordance with this Subsection 12.2(b)); and (c) The acquiring Member shall pay to the selling Member the consideration therefor in cash.

Closing. At or prior (a) Unless this Purchase Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7.1(a) and subject to the Pricingsatisfaction or waiver of the conditions set forth in Article V, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above closing (the "Closing") shall of the transactions contemplated ------- by Section 2.1 will take place on the closing earlier of (i) the second Business Day following the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) at Premier shall pay or cause to be paid the offices aggregate Cash Consideration to or for the account of Bracewell & Pattersonthe Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date; (ii) At the effective time of the Closing, L.L.P.Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller as directed by the Seller in writing prior to the Closing Date; (iii) At the effective time of the Closing, South Tower Pennzoil PlacePremier shall issue the warrants constituting the Warrant Consideration (in the form attached hereto as Exhibits "B" and "C") to the Seller as directed by the Seller in writing prior to the Closing Date; (iv) The parties shall execute and deliver, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Registration Rights Agreement; (▇v) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll The Seller shall deliver or cause to be filed with the appropriate state authorities so that they shall be, delivered to Premier or its designee such documents as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementPremier may reasonably request, including certificates for all Shares to evidence the conversion transfer to Premier of good and delivery marketable title in and to all of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated Shares owned by the parties if the underwriting agreement in respect Seller free and clear of the IPO is terminated any Lien or Restriction on such Shares (other than any Lien or Restriction imposed pursuant to the terms of this Purchase Agreement) or the applicable federal or state securities laws, and (vi) Each party shall take such underwriting agreement. This Agreement other actions, and shall also in any event automatically terminate if the Funding execute and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.deliver such other instruments or documents, as shall be required under Article V.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell O'Melveny & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton▇ LLP, Texas 77002New York, New York, at 10:00 a.m. New York time, on the Closing Date. On The closing shall be subject to each of the Funding following conditions: (a) All of the representations and C▇▇▇▇warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Mortgage Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) Neither Initial Purchaser shall have terminated the Underwriting Agreement and Bear ▇▇▇▇▇▇▇ ▇▇▇▇ shall not have terminated the Certificate Purchase Agreement. (▇i) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with The Seller shall have received the appropriate state authorities so that they purchase price for the Mortgage Loans pursuant to Section 1 hereof. (j) The Pooling and Servicing Agreement shall be, as early as practicable on the Funding have been executed and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated delivered by the parties if thereto. (k) The Seller shall have executed and delivered the underwriting agreement Indemnification Agreement. All parties agree to use their best efforts to perform their respective obligations hereunder in respect of a manner that will enable the IPO is terminated pursuant Purchaser to purchase the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following Mortgage Loans on the Closing Date. Time is of the essence.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loan Package shall take place on the closing date related Closing Date and shall be subject to the satisfaction of each of the following conditions, unless otherwise waived by the prejudiced party(ies): (a) All of the "representations and warranties of Countrywide under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (b) All of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (c) Both parties shall have executed the related Trade Confirmation and Purchase Confirmation; (d) at least two Business Days prior to the related Closing Date", Countrywide shall deliver to the Purchaser a listing on a loan level basis of the necessary information to compute the Purchase Proceeds of the Mortgage Loans delivered on such Closing Date (including accrued interest) at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, in a format as early as practicable on the Funding and Consummation Date, effective mutually agreed upon by Countrywide and the Merger Purchaser, and prepare a Mortgage Loan Schedule; (e) the Purchaser shall thereby be effectedhave received, (y) or the Purchaser's attorneys shall have received in escrow, all transactions contemplated by closing documents as specified in Section 2.12 of this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to such forms as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated are agreed upon by the parties if the underwriting agreement in respect of the IPO is terminated parties, duly executed by all signatories as required pursuant to the terms hereof; and (f) Countrywide shall have delivered to the Custodian all Collateral Documents required pursuant to Section 2.05 of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencethis Agreement.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Orrick, Herrington & PattersonSutcliffe LLP, L.L.P.666 Fifth Avenue, South Tower Pennzoil PlaceNew Yor▇, 711 Louisiana▇▇▇ Yo▇▇ ▇▇▇▇▇ ▇t 10:▇▇ ▇.▇., Suite 2New Yo▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll Closing shall be filed with subject to each of the appropriate state authorities so that they following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All documents specified in Section 8 (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or the Purchaser's designee, as the case may be, as early as practicable all documents and funds required to be so delivered pursuant to Section 2; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Purchaser pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO shall occur Purchaser in its sole determination; (v) All other terms and conditions of this Agreement required to be completed. The date complied with on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from or before the Closing Date shall have been complied with, and the Mortgage Loan Seller shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date; (vi) The Mortgage Loan Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Time is of Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At (a) The Closing of the transactions contemplated by this Agreement shall take place at the offices of Purchaser, or prior to the Pricing, at such other place as may be mutually agreed upon by the parties shall take hereto, following satisfaction (or waiver thereof) of all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger conditions set forth in Sections 6 and 7 hereof at a date established by the Purchaser which shall be delivered to TCI for filing with no later than the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion second anniversary of the Merger or the conversion and delivery date of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") ). Notwithstanding the preceding, the Purchaser may, in its sole discretion, elect to purchase portions of the Shares at various dates within the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable two-year period commencing on the Funding date hereof. In that event there will be more than one closing date and Consummation Date, effective and each event that is to occur on the Merger Closing Date shall thereby be effected, (y) all transactions contemplated occur on each date set by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) Purchaser as the closing date with respect to the IPO shall occur and be completed. The date pro rata number of Shares being purchased on which such date. (b) At the actions described in Closing: (i) Each of the preceding clauses Sellers (xexcept as otherwise indicated below) will deliver to the Purchaser: (A) certificates representing the number of Shares set forth opposite the name of such Seller on Exhibit A hereto, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to the Purchaser; and (yB) a certificate executed by such Seller to the effect that each of such Seller's representations and (z) occurs shall be referred to warranties in this Agreement was true and correct in all material respects as of the "Funding date of this Agreement and Consummation Date." During the period from is true and correct in all material respects as of the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties as if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following made on the Closing Date. Time is , and that such Seller has performed all acts, obligations and conditions required to be performed by such Seller at or prior to the Closing (collectively, the "Sellers' Certificates"). (ii) The Purchaser will deliver to the Sellers: (A) the Purchase Price in the respective amounts set forth opposite the name of each Seller on Exhibit A hereto by wire transfer to an account specified by such Seller or by such other method as the Purchaser and each Seller may agree; and (B) a certificate executed by the Purchaser to the effect that each of the essencePurchaser's representations and warranties in this Agreement was true and correct in all material respects as of the date of this Agreement and is true and correct in all material respects as of the Closing Date as if made on the Closing Date, and that the Purchaser has performed all acts, obligations and conditions required to be performed by it at or prior to the Closing (the "Purchaser's Certificate").

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution of the Articles of Merger which 9.1 The purchase and sale hereunder shall be delivered to TCI for filing with closed on or before sixty (60) days following the appropriate authorities effective Effective Date, on the Funding date and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2time and place designated by ▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ by not less than three (3) days' written notice to Seller (the “Closing”). The date of Closing is subject to extension as provided in Article 13. 9.2 At the Closing each party shall execute and deliver all documents reasonably necessary to effect and complete the Closing, including without limitation the documents referred to in this Article. 9.3 At the Closing, Seller shall execute and deliver to ▇▇▇▇▇▇ ▇▇▇ll be filed ▇▇▇▇▇ the following: (a) A general warranty deed meeting the requirements of Section 1.2, in a form reasonably satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and its title insurer; (b) An owner’s affidavit and all other bonds and documentation in form and substance reasonably satisfactory to permit ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ title insurer to issue an owner’s title insurance policy. (c) Appropriate certificates and/or affidavits indicating that Seller is not a foreign citizen or entity; (d) A Closing Statement, itemizing and approving all receipts and disbursements made in connection with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, Closing; (ye) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing Appropriate standard form lien waivers with respect to the IPO Property; (f) A certificate, in a form reasonably requested by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, evidencing compliance with pre-Closing covenants, conditions, warranties, and representations; and (g) Such other documents reasonably necessary to effect and complete the Closing. 9.4 At Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall occur execute and be completed. deliver to Seller the following: (a) The date purchase price in accordance with Article 2 (with credit for the ▇▇▇▇▇▇▇ Money); (b) A Closing Statement, itemizing and approving all receipts and disbursements made in connection with Closing; (c) A certificate, in a form reasonably requested by Seller, evidencing compliance with pre-Closing covenants, conditions, warranties, and representations; and (d) Such other documents reasonably necessary to effect and complete the Closing. 9.5 Seller shall pay any transfer tax, stamp tax, deed tax, grantor's tax, or other tax payable in connection with the transfer of the Property. 9.6 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall pay all costs of recording the deed and all other documents related to this transaction. 9.7 Ad valorem taxes on the Property for the calendar year in which the actions described in the preceding clauses (x), (y) and (z) Closing occurs shall be referred prorated as of the end of the day of Closing. If tax bills have not been issued for the year of Closing, taxes shall be prorated based on the previous year's tax ▇▇▇▇, with a reproration following receipt of the new tax bills. All income received and expenses incurred with respect to the Property shall also be prorated as of the "Funding date of Closing, with appropriate payments or credits being made at Closing. Seller shall deliver possession of the Property to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on or before the date of Closing. 9.8 The ▇▇▇▇▇▇▇ Money shall be paid by the Title Company to Seller at closing (with credit given to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ against the purchase price). 9.9 Each party shall pay its own attorneys’ fees and Consummation Date." During the period from expenses in connection with this Agreement and the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencecontemplated hereunder.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (LLP, ▇) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 10:00 a.m., as early as practicable New York City time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (i) All of the representations and warranties of the Seller specified herein shall be true and correct as of the Closing Date, and the Aggregate Cut-off Date Balance shall be within the range permitted by Section 1 of this Agreement; (ii) All documents specified in Section 8 (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Trustee, the Purchaser or the Purchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Section 2; (iv) The result of any examination of the Mortgage Files and Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 shall be satisfactory to the Purchaser in its sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor either of the Certificate Purchase Agreements shall have been terminated in accordance with its terms. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or prior to waiver of the Pricingconditions set forth in Article 10 and Article 11, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementAgreement shall occur on November 18, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Fund C shall deliver to the Partnership: (a) such customary instruments of transfer and conveyance, including the conversion Assignment Agreement, as necessary to vest all right, title and delivery interest of shares Fund C in and to the delivery Membership Interest to the Partnership; (b) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of funds in the amount Code and in any state or local equivalent thereof; (c) copies of documents, including all leases, grants of easements and non-disturbance agreements relating to the manner provided in Section 3 hereof and Assets, including any amendments, guarantees or other documents relating thereto; (zd) a settlement statement mutually approved by the Parties; (e) the closing with respect executed counterpart to the IPO shall occur Credit Facility Amendment Agreement and be completed. The date on which the actions described in the preceding clauses other ancillary agreements thereto; (x), (yf) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period an executed payoff letter from the Closing Date administrative agent under the Fund C Facility, evidencing the payoff of all indebtedness under the Fund C Facility, the release of liens, and authorizing the filing of UCC-3 termination statements; and (g) each other document or instrument specified in or as may be reasonably required by this Agreement. 13.3 At Closing, the Partnership shall deliver to Fund C: (a) the Units, in certificated or book-entry form; (b) the Cash Consideration, in immediately available funds to an account or accounts designated by Fund C; (c) the executed counterpart to the Funding Credit Facility Amendment Agreement and Consummation Dateother ancillary agreements thereto; (d) the executed counterpart to the Assignment Agreement, this necessary to vest all right, title and interest of Fund C in and to the Membership Interest to the Partnership, (e) the Assignment Agreement may only be terminated necessary to vest all right, title and interest of the Partnership in and to the Membership Interest to OpCo, and such other customary instruments of transfer and conveyance, including, if requested by the parties if partnership, the underwriting agreement Assignment and Assumption Agreement between LD 8 and Landmark Infrastructure Asset OpCo LLC, necessary to vest all right, title and interest of LD 8 in respect and to certain of the IPO is terminated pursuant Assets to Landmark Infrastructure Asset OpCo LLC; (f) a settlement statement mutually approved by the terms of such underwriting agreement. This Agreement shall also Parties; and (g) each other document or instrument specified in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceor as may be reasonably required by this Agreement.

Closing. At (a) The consummation of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Purchaser’s counsel or prior at such other place as is agreed upon by the parties on or before April 3, 2019, or such other date as may be agreed upon by the parties (the “Closing Date”). (b) The following shall occur at the Closing, each being a condition precedent to the Pricing, the parties shall take others and all actions necessary to prepare to being considered as occurring simultaneously: (i) effect Seller shall execute, acknowledge, and deliver to Purchaser the Merger (including Deed, said Deed being subject only to the execution of the Articles of Merger which shall be delivered matters described in Section 4 and to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and any Exceptions accepted by Purchaser; (ii) effect (reserved.); (iii) Seller shall execute, acknowledge, and deliver to Purchaser one or more instruments conveying to Purchaser good and marketable title to the conversion Warranties, free of all encumbrances, in form and delivery of shares referred substance acceptable to in Section 3 hereof; provided, that such actions Seller; (iv) Seller shall not include execute and deliver the actual completion of the Merger or the conversion title insurance affidavits and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates indemnities as provided in this Section 4, the Articles of Merger Agreement; (v) Seller and Purchaser shall not be filed deliver certifications confirming that their respective representations and shall be returned to the Stockholders. The taking of the actions described warranties set forth in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only continue to be terminated by the parties if the underwriting agreement in respect true and correct as of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time ; (vi) Seller shall deliver an affidavit indicating that Seller is not a foreign person and that the transaction is exempt from the requirements of 26 U.S.C. § 1445, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the essencePurchase Price as required by such statute and corresponding regulations; (vii) Seller shall deliver an affidavit indicating that Seller is a Maine resident, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the Purchase Price as required by 33 M.R.S. §5250-A; (viii) Each party shall deliver to the other a manager’s or member’s certificate certifying as to authority and appropriate resolutions adopted by the party, current officers or other parties authorized to execute documents on behalf of such party, and such other organizational and/or authority documents as shall be reasonably requested in connection with this transaction; (ix) Purchaser shall pay the Purchase Price as provided in this Agreement and the parties shall execute and deliver a settlement statement memorializing the Purchase Price, the adjustments thereto, and other costs and expenses to be paid, or credited to or debited from the amounts due from or to either Party, at Closing; (x) Each party shall deliver to the other such other documents, certificates and the like as may be required herein or as may be necessary to carry out the obligations under this Agreement; and (xi) Seller shall deliver to Purchaser keys to and possession of the Premises, free and clear of any tenancy or persons in possession other than Seller as tenant under the Leases.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇& ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable LLP on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) A letter from the independent accounting firm of Ernst & Young LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of April 23, 2004 among the Seller, Bank of America, N.A., KeyBank National Association, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; and (f) A letter from the independent accounting firm of Price WaterhouseCoopers LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loan Package shall take place on the closing date related Closing Date and shall be subject to the satisfaction of each of the following conditions, unless otherwise waived by the prejudiced party(ies): (a) All of the "representations and warranties of Countrywide under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (b) All of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (c) Both parties shall have executed the related Trade Confirmation and Purchase Confirmation; (d) at least two Business Days prior to the related Closing Date", Countrywide shall deliver to the Purchaser a a listing on a loan level basis of the necessary information to compute the Purchase Proceeds of the Mortgage Loans delivered on such Closing Date (including accrued interest) at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, in a format as early as practicable on the Funding and Consummation Date, effective mutually agreed upon by Countrywide and the Merger Purchaser, and prepare a Mortgage Loan Schedule; (e) the Purchaser shall thereby be effectedhave received, (y) or the Purchaser's attorneys shall have received in escrow, all transactions contemplated by closing documents as specified in Section 2.12 of this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to such forms as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated are agreed upon by the parties if the underwriting agreement in respect of the IPO is terminated parties, duly executed by all signatories as required pursuant to the terms hereof; and (f) Countrywide shall have delivered to the Custodian all Collateral Documents required pursuant to Section 2.05 of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencethis Agreement.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.One World Financial Center, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 1028▇ ▇▇ ▇:▇▇ a.m., Suite 2▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇he obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (▇a) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be filed with true and correct as of the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.100 Maiden Lane, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10038 at 9:00 a.▇., Suite 2▇▇▇ ▇▇rk ▇▇▇▇, on t▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll bligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which the actions described contents of Seller's Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or prior to waiver of the Pricingconditions set forth in Article 10 and Article 11, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementAgreement shall occur on August 18, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Fund E shall deliver to the Partnership: (a) such customary instruments of transfer and conveyance, including the conversion Assignment Agreement, as necessary to vest all right, title and delivery interest of shares Fund E in and to the delivery Membership Interest to the Partnership; (b) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of funds in the amount Code and in any state or local equivalent thereof; (c) copies of documents, including all leases, grants of easements and non-disturbance agreements relating to the manner provided in Section 3 hereof and Assets, including any amendments, guarantees or other documents relating thereto; (zd) a settlement statement mutually approved by the Parties; (e) the closing with respect executed counterpart to the IPO shall occur Credit Facility Amendment Agreement and be completed. The date on which the actions described in the preceding clauses other ancillary agreements thereto; (x), (yf) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period an executed payoff letter from the Closing Date administrative agent under the Fund E Facility, evidencing the payoff of all indebtedness under the Fund E Facility, the release of liens, and authorizing the filing of UCC-3 termination statements; and (g) each other document or instrument specified in or as may be reasonably required by this Agreement. 13.3 At Closing, the Partnership shall deliver to Fund E: (a) the Units, in certificated or book-entry form; (b) the Cash Consideration, in immediately available funds to an account or accounts designated by Fund E; (c) the executed counterpart to the Funding Credit Facility Amendment Agreement and Consummation Dateother ancillary agreements thereto; (d) the executed counterpart to the Assignment Agreement, this necessary to vest all right, title and interest of Fund E in and to the Membership Interest to the Partnership, (e) the Assignment Agreement may only be terminated necessary to vest all right, title and interest of the Partnership in and to the Membership Interest to OpCo, and such other customary instruments of transfer and conveyance, including the Assignment and Assumption Agreement between LD 11 and Landmark Infrastructure Asset OpCo LLC, necessary to vest all right, title and interest of LD 11 in and to certain of the Assets to Landmark Infrastructure Asset OpCo LLC; (f) a settlement statement mutually approved by the parties if the underwriting agreement Parties; and (g) each other document or instrument specified in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceor as may be reasonably required by this Agreement.

Closing. At or prior (a) Subject to the Pricingterms and conditions of this Agreement and the NewCo2 Subscription Agreement, the parties sale and purchase and issue of the Target Shares contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 12/F Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, at 11:00 a.m. Hong Kong time on the fifth Business Day following the satisfaction or waiver of all actions necessary conditions to prepare the obligations of the parties set forth in Sections 8.01(c), (d) and (e) and Sections 8.02(c) to (g) or at such other place or at such other time or on such other date as the Seller and Purchaser Parent may mutually agree upon in writing. (b) The parties agree and acknowledge that, notwithstanding anything to the contrary contained in any of the Transaction Documents, (i) effect the Merger closing of the issuance of shares contemplated by the Securities Purchase Agreement and the closing of the sale and purchase and/or issuance and subscription, as the case may be, of the Target Shares hereunder, shall be conditional upon and shall take place simultaneously with each other, and all actions required to be taken at the closings hereunder and under the Securities Purchase Agreement and the NewCo2 Subscription Agreement (including including, without limitation the execution of the Articles of Merger which Closing Documents) shall, and shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) deemed to, take place simultaneously, and (ii) effect for the conversion parties’ respective financial reporting and delivery of shares referred to in Section 3 hereof; providedaccounting purposes, that such actions shall not include the actual completion sale and purchase and/or issuance and subscription, as the case may be, of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and Target Shares hereunder shall be returned deemed to the Stockholders. The taking be effective as of the actions described in clauses January 1, 2016. (ic) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant Subject to the terms and conditions of this Agreement and the TAHM Share Purchase Agreement, the TAHM Closing shall be held June 30, 2016 or on such underwriting agreement. This Agreement shall also other date as the Seller and Purchaser Parent may mutually agree upon in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencewriting.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇& ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall beLLP, as early as practicable New York, New York on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Section 3(a) and Section 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall each have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (e) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; and (f) A letter from the independent accounting firm of Ernst & Young LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively. Both parties agree to use their best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.227 West Tra▇▇ ▇▇▇▇▇▇, South Tower Pennzoil PlaceSu▇▇▇ 2400, 711 Louisiana, Suite 2▇▇▇▇▇▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to (a) The closing (the Pricing, the parties shall take all actions necessary to prepare to (i“Closing”) effect the Merger (including the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Subject Transactions shall take place on the closing date (the "Closing Date") hereof, at the offices of Bracewell ▇▇▇▇▇▇, ▇▇▇▇ & Patterson▇▇▇▇▇▇▇▇ LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ton▇ ▇▇▇▇, Texas 77002. On the Funding and C▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed , or via e-mail, conference call and facsimile, effective concurrently with the execution of this Agreement (the “Closing Date”). (b) At the Closing, each Shareholder shall: (i) deliver to the Buyer stock certificate(s) with appropriate state authorities so that they shall betransfer stamps, as early as practicable on if any, affixed thereto, representing the Funding and Consummation Date, effective and Shares owned by such Shareholder with appropriate stock powers duly endorsed in blank or accompanied by other duly executed instruments of transfer; (ii) deliver to the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementBuyer customary transfer documentation, including bills of sale, in order to vest in Buyer all of the conversion Shareholders’ right, title and delivery of shares interest in and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and Assets; (iii) deliver all other documents required to be completed. The date delivered by such Shareholder on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred or prior to as the "Funding and Consummation Date." During the period from the Closing Date pursuant to the Funding and Consummation Date, this Agreement may only or any Ancillary Agreement to which such Shareholder is or is required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated a party pursuant to the terms of this Agreement. (c) At the Closing, the Companies shall deliver to the Buyer all documents required to be delivered by the Companies at the Closing pursuant to this Agreement or any Ancillary Agreement to which any Company is or is required to be a party pursuant to the terms of this Agreement. (d) At the Closing, the Buyer shall (i) deliver to each Shareholder the amount to be paid to each Shareholder as determined in accordance with Section 2.02(d), but in each such underwriting agreement. This case subject to the satisfaction of the conditions specified therein; (ii) deliver to any holder of Closing Date Debt by wire transfer to the bank account designated in the related payoff letter delivered pursuant to Section 8.01(p) hereto immediately available funds in an amount indicated in such payoff letter as required to satisfy in full such Closing Date Debt; and (iii) deliver all other documents required to be delivered by the Buyer on or prior to the Closing Date pursuant to this Agreement or any Ancillary Agreement to which the Buyer is or is required to be a party pursuant to the terms of this Agreement. (e) All payments to be made by the Buyer pursuant to Section 2.03(d)(ii) shall also in any event automatically terminate if be made by wire transfer of immediately available funds to such bank account or bank accounts as designated by the Funding and Consummation Date has not occurred within 15 business days following Shareholders at least three (3) Business Days prior to the Closing Date. Time is of the essence.

Closing. At or prior Subject to the Pricingterms and conditions of this Agreement, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution sale and purchase of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and Shares contemplated by this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the at a closing date (the "Closing Date"“Closing”) held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable _____________________________________ on the Funding date hereof (the “Closing Date”). Except to the extent expressly set forth in this Agreement to the contrary, and Consummation notwithstanding the actual occurrence of the Closing at any particular time on the Closing Date, the Closing shall be deemed to occur and be effective as of 12:01 a.m. Brussels time on the Closing Date. Upon the terms and subject to the Merger conditions of this Agreement, at the Closing, Seller shall thereby be effecteddeliver to Buyer copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, (ywhere required, the stockholder(s) all of Seller, authorizing and approving the transactions contemplated by this Agreement, including certified by the conversion respective corporate secretary (or local equivalent) or a director to be true and delivery of shares and the delivery of funds in the amount complete and in full force and effect and unmodified as of the manner provided Closing. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Buyer shall deliver to Seller copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholder(s) of Buyer, authorizing and approving the transactions contemplated by this Agreement, certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as of the Closing. Each document of transfer or assumption referred to in this Section 3 hereof and 4.2 (zor in any related definition set forth in Article 1) the closing that is not attached as an Exhibit to this Agreement shall be in customary form (including with respect to the IPO jurisdiction to which it pertains) and shall occur be reasonably satisfactory in form and be completedsubstance to the parties thereto, but shall not contain any representations, warranties, covenants or agreements other than those specifically contemplated in or referred to in this Agreement. The date on which Upon the actions described terms and subject to the conditions of this Agreement, at the Closing, the Parties shall sign the transfer of the Shares in the preceding clauses share register of Company. Seller hereby gives [ ], the power to transfer for it and in its name the Shares to the Buyer and to that effect sign for it and in its name, in the capacity of assignor, the transfer of the Shares to the Buyer in the share register of the Company. Buyer hereby gives [_________________], the power to accept for it and in its name the Shares from the Seller and to that effect sign for it and in its name, in the capacity of assignee, the transfer of the Shares from the Seller to the Buyer in the share register of the Company. MISCELLANEOUS . Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (xprovided that any notice received by facsimile transmission or otherwise at the addressee's location on any business day after 5:00 p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m. (addressee's local time) on the next business day), by reliable overnight delivery service (y) with proof of service), hand delivery or certified or registered mail (return receipt requested and (z) occurs first-class postage prepaid), addressed as follows: To Buyer: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] To Seller: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] or to such other address as any Party shall specify by written notice so given, and such notice shall be referred deemed to have been delivered as of the "Funding and Consummation Date." During the period from the Closing Date date so telecommunicated, personally delivered or mailed. Any Party to the Funding and Consummation Date, this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be terminated by effective on the parties if date specified in such notice or five (5) business days after the underwriting agreement in respect notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the IPO is terminated pursuant to notice as of the terms date of such underwriting agreementrejection, refusal or inability to deliver. . This Agreement may be executed in two or more consecutive counterparts (including by facsimile), each of which shall also in any event automatically terminate be an original, with the same effect as if the Funding signatures thereto and Consummation Date has not occurred within 15 business days following hereto were upon the Closing Date. Time is same instrument, and shall become effective when one or more counterparts have been signed by each of the essenceParties and delivered (by telecopy or otherwise) to the other Parties.

Closing. At or prior 4.1 Prior to Closing, the Subscriber agrees to deliver to the PricingIssuer: (a) this duly completed and executed Agreement, including all applicable Schedules hereto and Appendices thereto; and (b) the aggregate subscription funds subscribed for under this Agreement in accordance with the Instructions on the Cover Page or payment of the same amount in such other manner as is acceptable to the Issuer. If payment is made in a currency other than Canadian dollars, the parties Subscriber acknowledges and agrees that it shall take all actions necessary be responsible to prepare to make up for any deficiency in the payment of the aggregate subscription price as a result of the exchange of such funds into Canadian dollars. 4.2 The Subscriber acknowledges and agrees that the offer, sale and issuance of the Shares as contemplated by this Subscription Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Closing Date, which conditions are for the exclusive benefit of the Issuer and may be waived, in whole or in part, by the Issuer in its sole discretion: (a) the Subscriber, on or before the Closing Date, delivering the following in accordance with the terms and instructions set-out in this Agreement: (i) effect the Merger (including the execution a fully completed and executed copy of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and this Subscription Agreement; and (ii) effect the conversion aggregate subscription funds. (b) the offer, sale and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion issuance of the Merger Shares by the Issuer to the Subscriber being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the conversion and delivery sale of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken Shares or upon the Funding issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document; (c) the Issuer obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations under Applicable Securities Laws necessary to complete the offer, sale and Consummation Date issuance of the Shares; and (d) the representations and warranties of the Subscriber having been true and correct as herein provided. In of the event that there is no Funding date of this Subscription Agreement and Consummation Date being true and this Agreement automatically terminates as provided in this Section 4correct at the time of Closing. 4.3 On request by the Issuer, the Articles of Merger shall not Subscriber agrees to complete and deliver any other documents, questionnaires, notices and undertakings as may possibly be filed required by regulatory authorities, stock exchanges and shall be returned Applicable Securities Laws to complete the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall . 4.4 Closing will occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date at which time certificates or DRS statements representing the Shares will be available against payment of funds for delivery to the Funding and Consummation Date, this Agreement may only be terminated by Subscriber as the parties if the underwriting agreement in respect Subscriber will instruct. The Subscriber hereby waives receiving any prior notice of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceClosing.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.100 Maiden Lane, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10038 at 9:00 a.▇., Suite 2▇▇▇ ▇▇rk ▇▇▇▇, on t▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll bligation of the Seller and the Purchaser to close shall be filed with subject to the appropriate state authorities so that they satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be, be true and correct as early as practicable on of the Funding and Consummation Closing Date, effective provided that any representations and the Merger warranties made as of a specified date shall thereby be effected, true and correct as of such specified date. (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. (j) The Master Servicer and Seller shall have entered into an Primary Servicing Agreement. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans and the Linc LIC Trust B Note shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇Sidley Austin LLP, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇ at 9:00 a.m., as early as practicable New York time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The closing shall be subject to each of the essencefollowing conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. 6.1.3 Seller shall have delivered and released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and audit performed by Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of Seller’s Information to be disclosed in the Free Writing Prospectus, the Preliminary Memoranda, the Final Memoranda and the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Private Certificates shall have received the ratings indicated in the Final Memoranda, and the Public Certificates shall have received the ratings indicated in the Free Writing Prospectus. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate Purchase Agreement or suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans and the Linc LIC Trust B Note pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans and the Linc LIC Trust B Note on the Closing Date.

Closing. The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the conditions set forth in Article 10 and Article 11, the Closing of the transactions contemplated by this Agreement shall occur on March 4, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At or prior the Closing, Landmark shall deliver to OpCo: (a) such customary instruments of transfer and conveyance as necessary to vest all right, title and interest of Landmark in and to the PricingAssets to OpCo, including, with respect to the parties shall take Membership Interest, an Assignment of Membership Interests substantially in the form of Exhibit D; (b) all actions necessary to prepare to (i) effect forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the Merger (including the execution transactions contemplated hereby are exempt from withholding under Section 1445 of the Articles Code and any state or local equivalent thereof; (c) copies of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding documents, including all leases, grants of easements and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned non-disturbance agreements relating to the Stockholders. The taking of Direct Assets and the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Assets, including any amendments, guarantees or other documents relating thereto; and (▇d) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll a settlement statement mutually approved by the Parties; and (e) each other document or instrument specified in or as may be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated reasonably required by this Agreement. 13.3 At Closing, including OpCo shall deliver to Landmark: (a) the conversion Purchase Price (subject to the prorations and delivery of shares and the delivery of funds in the amount and in the manner adjustments provided for in Section 3 hereof 13.4; (b) executed counterparts, if applicable, of such customary instruments of transfer and (z) conveyance as necessary to vest all right, title and interest of Landmark in and to the closing Assets to OpCo, including, with respect to the IPO shall occur and be completed. The date on which the actions described Membership Interest, an Assignment of Membership Interests substantially in the preceding clauses form of Exhibit D; (x), (yc) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated a settlement statement mutually approved by the parties if the underwriting agreement Parties; and (d) each other document or instrument specified in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceor as may be reasonably required by this Agreement.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft, L.L.P.227 West Trade ▇▇▇▇▇▇, South Tower Pennzoil Place▇▇ite ▇▇▇0, 711 Louisiana, Suite 2▇▇▇▇▇▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The Closing shall be subject to each of the essencefollowing conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior (a) Subject to Article VII, unless otherwise mutually agreed in writing between the PricingCompany and the Requisite Commitment Parties, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Backstop Commitments (the "“Closing"”) shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇& ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be▇▇▇, as early as practicable Suite 3300, Houston, Texas 77002, at 10:00 a.m., Houston, Texas time, on the Funding and Consummation Datedate on which all of the conditions set forth in Article VII shall have been satisfied or waived in accordance with this Agreement (other than conditions that by their terms are to be satisfied at the Closing, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect but subject to the IPO shall occur and be completedsatisfaction or waiver of such conditions). The date on which the actions described in the preceding clauses (x), (y) and (z) Closing actually occurs shall be referred to herein as the "Funding and Consummation “Closing Date." During ” (b) At the period from Closing, the Closing Date funds held in the Escrow Account (and any amounts paid to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated a Rights Offering Subscription Agent bank account pursuant to the terms last sentence of Section 2.4(b)) shall, as applicable, be released and utilized in accordance with the Plan. (c) At the Closing, issuance of the Unsubscribed Shares and Available Shares will be made by the Reorganized Company to each Commitment Party (or to its designee in accordance with Section 2.6(a)) against payment of the aggregate Per Share Purchase Price for the Unsubscribed Shares and Available Shares purchased by such Commitment Party, in satisfaction of such underwriting agreementCommitment Party’s Backstop Commitment. This Agreement Unless a Commitment Party requests delivery of a physical stock certificate, the entry of any Unsubscribed Shares and Available Shares to be delivered pursuant to this Section 2.5(c) into the account of a Commitment Party pursuant to the Reorganized Company’s book entry procedures and delivery to such Commitment Party of an account statement reflecting the book entry of such Unsubscribed Shares and Available Shares shall also be deemed delivery of such Unsubscribed Shares and Available Shares for purposes of this Agreement. Notwithstanding anything to the contrary in any event automatically terminate this Agreement, all Unsubscribed Shares and Available Shares will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable (if any) in connection with such delivery duly paid by the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is Company on behalf of the essenceReorganized Company.

Closing. At The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or prior to waiver of the Pricingconditions set forth in Article 10 and Article 11, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementAgreement shall occur on December 18, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Landmark shall deliver to OpCo: (a) such customary instruments of transfer and conveyance, including the conversion Assignment and delivery Assumption Agreement, as necessary to vest all right, title and interest of shares Landmark in and to the delivery Assets to OpCo; (b) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of funds the Code and any state or local equivalent thereof; (c) copies of documents, including all leases, grants of easements and non-disturbance agreements relating to the Assets, including any amendments, guarantees or other documents relating thereto; (d) a settlement statement mutually approved by the Parties; and (e) each other document or instrument specified in or as may be reasonably required by this Agreement. 13.3 At Closing, OpCo shall deliver to Landmark: (a) the amount Purchase Price (subject to the prorations and in the manner adjustments provided for in Section 3 hereof 13.4); (b) executed counterparts, if applicable, of such customary instruments of transfer and (z) conveyance, including the closing with respect Assignment and Assumption Agreement, as necessary to vest all right, title and interest of Landmark in and to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses Assets to OpCo; (x), (yc) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated a settlement statement mutually approved by the parties if the underwriting agreement Parties; and (d) each other document or instrument specified in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceor as may be reasonably required by this Agreement.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place on the closing date (the "Closing Date") be held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana227 West Trade Street, Suite 2▇▇▇2400, Charlotte, ▇▇▇▇ton, Texas 77002. On the Funding and C▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll . The Closing shall be filed with subject to each of the appropriate state authorities so that they following conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, as early as practicable all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Purchaser pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO shall occur Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be completed. The date complied with on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from or before the Closing Date shall have been complied with, and the Seller shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Time is of Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, Wickersham & PattersonTaft LLP, L.L.P.100 Maiden Lane, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10038 at 9:00 a.▇., Suite 2▇▇▇ ▇▇rk ▇▇▇▇, on t▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll losing shall be filed with subject to each of the appropriate state authorities so that they shall be, as early as practicable on following conditions: (a) All of the Funding representations and Consummation Date, effective warranties of the Seller and the Merger Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall thereby be effectedtrue and correct as of the Closing Date (or as of such other date specifically set forth in the particular representation and warranty) (to the extent of the standard, if any, set forth in each representation and warranty). (yb) all transactions contemplated by All Closing Documents specified in Section 7 of this Agreement, including in such forms as are agreed upon and reasonably acceptable to the conversion Seller or the Purchaser, as applicable, shall be duly executed and delivery delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of shares the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the delivery of funds in the amount Purchaser and in the manner provided in its affiliates pursuant to Section 3 hereof and (z) the closing with respect shall be satisfactory to the IPO Purchaser and its affiliates in their sole determination and the parties shall occur have agreed to the form and be completed. The date on which contents of the actions described Seller's Information (as defined in the preceding clauses Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (x), (ye) All other terms and (z) occurs shall conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Time is of Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the essencePurchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Cadwalader, W▇▇▇▇▇▇▇▇▇ & PattersonT▇▇▇ LLP, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇ton▇▇▇▇, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ , ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable at 9:00 a.m., New York time, on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is The closing shall be subject to each of the essencefollowing conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. 6.1.3 Seller shall have delivered and released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and audit performed by Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of Seller’s Information to be disclosed in the Free Writing Prospectus, the Preliminary Private Placement Memorandum, the Private Placement Memorandum and the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Private Certificates shall have received the ratings indicated in the Private Placement Memorandum and the Public Certificates shall have received the ratings indicated in the Free Writing Prospectus. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate Purchase Agreement or suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all administrative actions necessary to prepare to (i) effect the Merger (including including, if permitted by applicable state law, the execution filing with the appropriate state authorities of the Articles of Merger which shall be delivered to TCI for filing with become effective at the appropriate authorities effective on Effective Time of the Funding and Consummation DateMerger) and (ii) effect the conversion and delivery of shares Shares referred to in Section 3 hereof2.9 hereof and payment of consideration for the Shares; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds certified check(s) referred to in Section 3 2 hereof, each of which actions shall only be taken upon the Funding and Consummation Closing Date as herein provided. In the event that there is no Funding and Consummation Closing Date and this Agreement automatically terminates as provided terminates, Purchaser hereby covenants and agrees to do all things required by Pennsylvania law and all things which counsel for the Company advise Purchaser are required by applicable laws of the State of Minnesota in this Section 4, order to rescind the merger effected by the filing of the Articles of Merger shall not be filed and shall be returned to the Stockholdersas described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") Pricing Date at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇Pepper, ▇▇▇▇ton▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Texas 77002. On the Funding and C3000 Two ▇▇▇▇▇ Square, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll . On the Closing Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall bebe or, as early as practicable of 8:00 a.m. EASTERN STANDARD TIME on the Funding and Consummation Closing Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and shares, the delivery of funds a certified check or checks in an amount equal to the amount and in cash portion of the manner provided consideration which the Seller shall be entitled to receive pursuant to the Merger referred to in Section 3 2 hereof and (z) the closing with respect to the IPO Initial Public Offering shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Closing Date." During Except as otherwise provided in Section 11 hereof, during the period from the Closing Pricing Date to the Funding and Consummation Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO Initial Public Offering is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencethereof.

Closing. At This Agreement shall become effective when all the following conditions have been satisfied (or prior to waived in accordance with Section 9.05): (a) the Pricing, the parties Administrative Agent shall take all actions necessary to prepare to have received (i) effect counterparts hereof signed by the Merger (including Borrower, the execution of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective Lenders listed on the Funding Commitment Schedule and Consummation Date) and the Agents or (ii) effect in the conversion and delivery case of shares referred any such party as to in Section 3 hereof; provided, that such actions which an executed counterpart shall not include have been received, telex, facsimile or other written confirmation (in form satisfactory to the actual completion Administrative Agent) that a counterpart hereof has been executed by such party; (b) the Administrative Agent shall have received a duly executed Note, dated on or before the Closing Date and complying with the provisions of Section 2.05, for each Lender; (c) the Administrative Agent shall have received evidence satisfactory to it that the Borrower will comply with the provisions of Section 3.02 on the Closing Date and that it has received all consents (if any) required to enable it to do so from the lenders under the Borrower's Existing Credit Agreement that are not parties to this Agreement; (d) the Administrative Agent shall have received a certificate, substantially in the form of Exhibit E hereto, dated the Closing Date and signed by a Senior Officer of the Merger or Borrower; (e) the conversion and delivery Administrative Agent shall have received an opinion of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit F hereto, dated the Closing Date and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (f) the Administrative Agent shall have received an opinion of the Borrower's General Counsel, dated the Closing Date, substantially in the form of Exhibit G hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (g) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with , special counsel for the appropriate state authorities so that they shall beAdministrative Agent, as early as practicable on dated the Funding and Consummation Closing Date, effective substantially in the form of Exhibit H hereto and covering such other matters incident to the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementAgreement as any Agent shall reasonably request; (h) the Administrative Agent shall have received a certificate of the Secretary of the Borrower, including dated the conversion Closing Date, as to the restated articles of incorporation and delivery restated bylaws of shares the Borrower, the absence of amendments thereto, the adoption by the Borrower's board of directors of the resolutions referred to in clause (i) below and the incumbency of each officer of the Borrower who executed or will execute any Financing Document or any other document to be delivered pursuant to this Agreement on the Closing Date; (i) the Administrative Agent shall have received a copy of resolutions (in form and substance satisfactory to the Agents) of the Borrower's board of directors authorizing the execution, delivery and performance of funds the Financing Documents, certified by the Secretary of the Borrower to be in full force and effect without modification on the Closing Date; (j) the Borrower shall have paid or made arrangements satisfactory to the Administrative Agent for paying all expenses payable by the Borrower on or before the Closing Date pursuant to Section 9.03(a); (k) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed upon by the Lenders and in the manner provided in Section 3 hereof and Administrative Agent; and (zl) the closing with respect Administrative Agent shall have received all documents it may reasonably request relating to the IPO existence of the Borrower, the corporate authority for and the validity of the Financing Documents and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. When this Agreement becomes effective, the Administrative Agent shall occur promptly notify the Borrower and be completed. The date on which the actions described in the preceding clauses (x)Lenders that it is effective, (y) and (z) occurs such notice shall be referred to as the "Funding conclusive and Consummation Datebinding on all parties hereto." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to The closing for the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution purchase and sale of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") Mortgage Loans shall take place on the closing date (the "applicable Closing Date". The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions: (a) at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to Mortgage Loans which are not UBS Website Mortgage Loans, as applicable, at least two (2) Business Days prior to the IPO applicable Closing Date, the Seller shall occur and be completed. The date deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on which a loan-level basis of the actions described information contained in the preceding clauses related Mortgage Loan Schedule; (xb) all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the applicable Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a material default under this Agreement; (c) the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all closing documents, in such forms as are agreed upon and acceptable to the Purchaser (including, but not limited to, completed original copies of all exhibits hereto, including but not limited to those set forth in clause (e) below), duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof, (yd) the Seller shall have delivered and released to the Purchaser (zor its designee) occurs shall be referred on or prior to as the "Funding and Consummation Date." During the period from the applicable Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated all documents required pursuant to the terms of such underwriting agreement. This this Agreement; (e) the Seller shall have complied with all other terms and conditions of this Agreement and, with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Purchase Price and Terms Letter; (f) with respect to Mortgage Loans which are not UBS Website Mortgage Loans, an Assignment and Conveyance in the form of Exhibit H1 hereto; and (g) with respect to each UBS Website Mortgage Loan, an Electronically executed Assignment and Conveyance in the form of Exhibit H2 hereto Subject to the foregoing conditions, the Purchaser shall also in any event automatically terminate if pay to the Funding and Consummation Seller on the applicable Closing Date has not occurred within 15 business days following the Purchase Price for the related pool of Mortgage Loans, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Seller. (h) On or before the initial Closing Date. Time is , the Seller shall submit to the Purchaser fully executed originals of the essencefollowing documents: 1. this Agreement, in four counterparts; 2. a Custodial Account Letter Agreement in the form attached as Exhibit C hereto; 3. an Escrow Account Letter Agreement in the form attached as Exhibit C hereto; 4. an Officer’s Certificate, in the form of Exhibit E hereto, including all attachments thereto; and 5. an Opinion of Counsel to the Seller, in the form of Exhibit F hereto. (i) On or before each Closing Date, the Seller shall submit to the Purchaser fully executed originals of the following documents: 1. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Purchase Price and Terms Letter; 2. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Mortgage Loan Schedule; 3. an Officer’s Certificate, in the form of Exhibit E hereto, including all attachments thereto; 4. if requested by the Purchaser, an Opinion of Counsel to the Seller, in the form of Exhibit F hereto; 5. if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of any Person, a Security Release Certification, in the form of Exhibit G hereto, executed by such Person; 6. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and 7. an Assignment and Conveyance in the form of Exhibit H1 or Exhibit H2 hereto.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Latham & PattersonWatkins LLP, L.L.P.885 Third Avenue, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10022 at 9:00 a.m., Suite 2▇▇▇ Yor▇ ▇▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇on th▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll ▇ subject to each of the following conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall be filed with true and correct as of the appropriate state authorities so that they shall beClosing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as early applicable, shall be duly executed and delivered by all signatories as practicable on required pursuant to the Funding respective terms thereof. 6.1.3 Seller shall have delivered and Consummation Date, effective released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and the Merger shall thereby be effected, (y) all transactions contemplated audit performed by this Agreement, including the conversion Purchaser and delivery of shares and the delivery of funds in the amount and in the manner provided in its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and (z) its affiliates in their sole determination and the closing with respect parties shall have agreed to the IPO shall occur form and contents of Seller's Information to be completed. The date on which the actions described disclosed in the preceding clauses (x), (y) Memorandum and (z) occurs shall the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. Time is . 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the essenceInitial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i1) effect the Merger (including the execution The closing of the Articles purchase and sale of Merger which the Offered Units shall be delivered to TCI for filing with completed at the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") Time at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇) LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with ▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or at such other place as Canaccord, on behalf of the appropriate state authorities so that they shall beUnderwriters, as early as practicable on the Funding and Consummation Date, effective and the Merger Company shall thereby be effectedagree upon. At the Closing Time: (a) the Company will deliver to Canaccord, or as Canaccord may direct, (yi) via electronic deposit or represented by one or more certificates in definitive form, the Shares and Warrants comprising the Offered Units, in each case registered in the name of “CDS & Co.” or in such other name or names as Canaccord may notify the Company in writing not less than two Business Days prior to the Closing Time or made and settled in CDS under the non- certificated inventory system, and (ii) all transactions further documentation as may be contemplated in this Agreement or as counsel to the Underwriters may reasonably require; against payment by the Underwriters to the Company (in accordance with their respective entitlements) of the applicable purchase price for the Initial Units and any Additional Units being issued and sold under this Agreement, including net of the conversion and delivery of shares Underwriters Fees and the delivery of funds in the amount and in the manner provided Underwriters’ expenses contemplated in Section 3 hereof and 15 of this Agreement, by certified cheque, bank draft or wire transfer payable to or as directed by the Company not less than two Business Days prior to the Closing Time; and (zb) the closing with respect obligation of the Underwriters to complete the purchase of any Additional Units, Additional Shares and/or Additional Warrants under this Agreement, upon the exercise of the Over-Allotment Option, is subject to the IPO receipt by the Underwriters of those documents contemplated, and the satisfaction of those conditions set forth, in Section 10 as the Underwriters may request, acting reasonably. In the event that the Company shall occur and be completed. The date on subdivide, consolidate, reclassify or otherwise change its Subordinate Voting Shares during the period in which the actions described in the preceding clauses (x)Over-Allotment Option is exercisable, (y) and (z) occurs shall appropriate adjustments will be referred to as the "Funding and Consummation Date." During the period from the Closing Date made to the Funding exercise price and Consummation Dateto the number of Additional Units, this Agreement may only be terminated by Additional Shares and/or Additional Warrants issuable on exercise thereof such that the parties if Underwriters are entitled to arrange for the underwriting agreement in respect sale of the IPO is terminated pursuant same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essencesubdivision, consolidation, reclassification or change.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution 6.1 The closing of the Articles sale of Merger which the Mortgage Loans shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell Latham & PattersonWatkins LLP, L.L.P.885 Third Avenue, South Tower Pennzoil PlaceNew York, 711 LouisianaNY 10022 at 9:00 a.▇., Suite 2▇ew ▇▇▇, ▇ ▇▇me, on ▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ (▇) . ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with subject to each of the appropriate state authorities so that they following conditions: 6.1.1 All of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 hereto) shall bebe true and correct as of the Closing Date (to the extent of the standard, if any, set forth in each representation and warranty). 6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or Purchaser, as early applicable, shall be duly executed and delivered by all signatories as practicable on required pursuant to the Funding respective terms thereof. 6.1.3 Seller shall have delivered and Consummation Date, effective released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing Date pursuant to Section 2 hereof. 6.1.4 The result of the examination and the Merger shall thereby be effected, (y) all transactions contemplated audit performed by this Agreement, including the conversion Purchaser and delivery of shares and the delivery of funds in the amount and in the manner provided in its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and (z) its affiliates in their sole determination and the closing with respect parties shall have agreed to the IPO shall occur form and contents of Seller's Information to be completed. The date on which the actions described disclosed in the preceding clauses (x), (y) Memorandum and (z) occurs shall the Prospectus Supplement. 6.1.5 All other terms and conditions of this Agreement required to be referred to as the "Funding and Consummation Date." During the period from complied with on or before the Closing Date shall have been complied with, and Seller and Purchaser shall have the ability to the Funding comply with all terms and Consummation Date, this Agreement may only conditions and perform all duties and obligations required to be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following complied with or performed after the Closing Date. Time is . 6.1.6 Seller shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof. 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the essenceInitial Purchasers shall have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. At or prior Subject to the Pricingsatisfaction or waiver of the conditions to closing set forth in ARTICLE VII, the parties shall take all actions necessary to prepare to closing (ithe “Closing”) effect the Merger (including the execution of the Articles of Merger which transactions contemplated by this Agreement shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") held at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2Sidley Austin LLP at ▇▇▇▇▇ Fargo Plaza, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇, ▇▇▇▇▇ ▇▇▇ll ▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on the Closing Date. The Closing shall be filed with deemed to be effective as of the appropriate state authorities so Effective Time. (a) At the Closing, each of the Contributing Parties shall, for and on behalf of itself, execute and deliver to the Company a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that they shall besuch Contributing Party is not a “foreign person” within the meaning of Section 1445 of the Code (collectively, the “Contributor FIRPTA Certificates”). (b) At the Closing, in addition to any other documents to be delivered under other provisions of this Agreement, the Parties shall, execute and deliver to the other Parties the following documents to which each such Party is party thereto, respectively (collectively, the “Closing Deliverables”): (i) the A&R Remora Holdings LLC Agreement; (ii) the Conveyance Documents; (iii) the Class B Subscription Agreement; (iv) an executed and acknowledged recordable release or releases in a form reasonably acceptable to the Company, in sufficient counterparts for recording in all applicable jurisdictions, of any trust, mortgages, financing statements, fixture filings and security agreements, in each case, securing indebtedness for borrowed money made by the Contributing Party affecting each Contributing Party’s Contributed Interests, as early as practicable on applicable; (v) any state or federal conveyance form required by any applicable Governmental Entity to consummate the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including Agreement on the conversion and delivery of shares and terms contained herein. (vi) the delivery of funds Registration Rights Agreement substantially in the amount and form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering (the “Registration Rights Agreement”); (vii) the Management Services Agreement substantially in the manner provided form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering; and (viii) any other document reasonably requested by the Company to consummate the transactions contemplated by this Agreement on the terms contained herein. (c) At the Closing, in Section 3 hereof addition to any other documents to be executed and delivered under other provisions of this Agreement: (zi) the closing with respect Company shall adopt the First Amended and Restated Bylaws of the Company, in substantially the form attached as an exhibit to the IPO Registration Statement at the time of the pricing of the Initial Public Offering (the “Bylaws”); and (ii) the Company shall occur execute the Amended and be completed. The date on which Restated Certificate of Incorporation of the actions described Company, in substantially the preceding clauses form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering (xthe “A&R Certificate of Incorporation”), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Dateand, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following on the Closing Date. Time is , file the same with the Delaware Secretary of State and provide evidence of acceptance for filing from the essenceDelaware Secretary of State to the Parties.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loans (the "Closing") shall take place be held at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP on the closing date Closing Date. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date"; (e) at The Seller shall have paid all fees and expenses payable by it to the offices Purchaser or otherwise pursuant to this Agreement as of Bracewell the Closing Date; (f) One or more letters from the independent accounting firms of Ernst & PattersonYoung LLP and PriceWaterhouseCoopers LLP, L.L.P.in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, South Tower Pennzoil Placerespectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, 711 Louisianadated as of December 1, Suite 2▇▇▇2005, ▇▇▇▇tonamong the Seller, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with Mortgage Lending, Inc., KeyBank National Association, IXIS Real Estate Capital Inc., the appropriate state authorities so that they shall bePurchaser, as early as practicable on the Funding and Consummation Date, effective Underwriters and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the conversion and delivery of shares and Purchaser to purchase the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date Mortgage Loans on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At The obligation of an Investor to purchase Series D Units at the Closing is subject to the fulfillment to the satisfaction of such Investor at or prior to the PricingClosing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in Article VII shall be true, correct and complete on and as of the parties Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall take be true, correct and complete in all actions necessary material respects as of the date specified; (b) All covenants, agreements and conditions contained in this Agreement to prepare be performed or complied with by the Company on or prior to the Closing Date shall have been performed or complied with; (c) On or prior to the Closing Date, any authorizations, consents, approvals or permits of any Governmental Authority that are required by law in connection with the lawful sale and issuance of the Series D Units, and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents, shall have been duly obtained by the Company and shall be effective on and as of the Closing Date, except for any notice filings pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws not required to be made on or prior to the Closing Date; (d) No Event of Noncompliance (as defined in Series D Certificate of Designation), or event which with notice or lapse of time or both would constitute such an event, shall have occurred; and (e) The Company shall have delivered to the Investors each of the following: (i) effect the Merger (including the execution Stamped filed copy of the Articles Certificate of Merger which shall be delivered Incorporation, as amended to TCI for date including evidence of the filing with of the appropriate authorities effective on Second Amended Series A Designation, the Funding Amended Series B Designation, the Amended Series C and Consummation Date) and the Series D Certificate of Designation relating to the Series D Preferred Stock; (ii) Certificate of Good Standing and Certificate of Status of the Company, as applicable, issued as of a recent date by the Secretary of State of the States of Delaware and Florida; (iii) Certificate of the Chief Executive Officer or the President of the Company, dated the Closing Date, to the effect that the conversion conditions specified in Sections 3.1(a) through 3.1(d) have been satisfied fully; (iv) Certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and delivery substance reasonably satisfactory to the Investors, as to: (A) no amendments to the Certificate of shares referred to Incorporation since the date of certification referenced in Section 3 hereof3.1(e)(i) above; provided(B) the A&R By-laws; (C) the resolutions duly adopted by the Board authorizing and approving, that such actions shall not include as appropriate, the actual completion execution, delivery and performance of this Agreement and each of the Merger or Transaction Documents to which the conversion Company is a party and the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the shares Series D Units and funds referred the reservation for issuance of the Conversion Common Shares; (D) resolutions duly adopted by a majority of the stockholders of the Company approving the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C Designation and the Series D Designation; and (D) the incumbency and signatures of the officers of the Company authorized to in Section 3 hereof, each of which actions shall only be taken upon the Funding execute and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and deliver this Agreement automatically terminates and any of the Transaction Documents to which the Company is a party; (v) stock certificates representing the Series D Preferred Shares, duly executed by the Company and registered in the names of the Investors (or their nominees); (vi) its executed counterpart to this Agreement; (vii) the Series D Warrant Agreement, duly executed by the Company, together with Warrant Certificates (as provided defined in this Section 4the Series D Warrant Agreement), duly executed by the Company and registered in the names of the Investors (or their nominees); (viii) the Second A&R Securityholders’ Agreement, duly executed by the Company, the Articles Investors, and the holders of Merger shall not be filed at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (including a majority of the Other Preferred Stock voting as a separate class and shall be returned on a fully-diluted and as converted basis); (ix) the A&R Registration Rights Agreement, duly executed by the Company, the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement) and the Investors; (x) the A&R Series B Warrant Agreement, duly executed by the Company and at least a majority of the holders of the Series B Warrants; (xi) the A&R Series C Warrant Agreement, duly executed by the Company and at least a majority of the holders of the Series C Warrants; and (xii) such other documents, instruments, approvals or opinions relating to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to Agreement as the "Funding and Consummation DateInvestors may reasonably request." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.

Closing. At or prior to the Pricingbefore Closing, the following events shall occur and the parties hereto shall take all actions necessary to prepare to execute, acknowledge (if necessary), or cause the execution and acknowledgement (if necessary) of, and exchange, as applicable, the following items: (i) effect Surviving Entity shall execute, acknowledge and deliver the Merger (including the execution of the Articles Certificate of Merger which shall be delivered to TCI for filing in the form as set forth on Exhibit B and file the Certificate of Merger with the appropriate authorities effective on the Funding and Consummation Date) and Delaware Secretary of State; (ii) effect the conversion KMG and delivery of shares referred to W&T shall execute and deliver a Preliminary Settlement Statement (as described in Section 3 2.2 hereof; provided, ) that such actions shall not include set forth the actual completion of the Base Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereofConsideration, each of which actions shall only adjustment to be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided made thereto in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed accordance with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery resulting amount to be wire transferred to KMG at Closing; (iii) KMG shall deliver to W&T a certificate stating that the representations of funds KMG and KMG Sub contained in Article 3 hereof are, taken as a whole, true and accurate in all material respects as of the Closing Date; (iv) KMG shall deliver to W&T certificates of good standing for KMG Sub, from the states of Louisiana and Texas; (v) W&T shall deliver to KMG a certificate stating that the representations of W&T and Merger Sub contained in Article 3 hereof are, taken as a whole, true and accurate in all material respects as of the Closing Date; (vi) W&T shall deliver to KMG cash by wire transfer in the amount and of the adjusted Base Merger Consideration, as detailed in the manner provided Preliminary Settlement Statement, to an account designated by KMG; (vii) KMG and KMG Sub shall each execute and deliver a Nonforeign Affidavit in the form of Exhibit D; (viii) W&T shall furnish KMG with Certificate(s) of Insurance confirming the existence of the insurance coverages pursuant to Section 3 hereof 6.2.5; (ix) W&T and (z) the closing with respect KMG shall each furnish to the IPO shall occur other a certified resolution or secretary’s certificate of such company evidencing the authority of such company and be completed. The date on which W&T and KMG, respectively, to enter into this Agreement and close the actions described transaction contemplated hereby in a form and having content satisfactory to the preceding clauses other party; (x)) W&T shall provide to KMG evidence of its purchase of any and all bonds, (y) and (z) occurs shall supplemental bonds or other securities on behalf of Surviving Entity that may be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect required of the IPO is terminated it pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding applicable governmental regulations, to maintain its qualification to hold title to and/or operate federal oil, gas and Consummation Date has not occurred within 15 business days following mineral leases after the Closing Date. Time is ; (xi) KMG and KMG Sub shall settle any intercompany accounts between such parties; (xii) The parties shall execute and deliver any other appropriate instruments necessary to effect and support the merger transaction contemplated in this Agreement, including, without limitation, any documentation necessary to effectuate the Merger in accordance with requirements of governmental regulations; and (xiii) W&T shall deliver to KMG or MMS, at KMG’s election, an executed indemnification agreement with U.S. Specialty Insurance Company, or other reputable bonding company mutually acceptable to KMG and W&T, for the essence.transfer of MMS bonds from KMG to W&T.

Closing. At The Closing of this Agreement shall be conducted as follows, with the performance of the Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or prior to waiver of the Pricingconditions set forth in Article 10 and Article 11, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution Closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this AgreementAgreement shall occur on July 21, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Landmark shall deliver to OpCo: (a) such customary instruments of transfer and conveyance, including the conversion Assignment and delivery Assumption Agreements, as necessary to vest all right, title and interest of shares Landmark in and to the delivery Assets to OpCo; (b) all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of funds the Code and any state or local equivalent thereof; (c) copies of documents, including all leases, grants of easements and non-disturbance agreements relating to the Assets, including any amendments, guarantees or other documents relating thereto; (d) a settlement statement mutually approved by the Parties; and (e) each other document or instrument specified in or as may be reasonably required by this Agreement. 13.3 At Closing, OpCo shall deliver to Landmark: (a) the amount Purchase Price (subject to the prorations and in the manner adjustments provided for in Section 3 hereof 13.4); (b) executed counterparts, if applicable, of such customary instruments of transfer and (z) conveyance, including the closing with respect Assignment and Assumption Agreements, as necessary to vest all right, title and interest of Landmark in and to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses Assets to OpCo; (x), (yc) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated a settlement statement mutually approved by the parties if the underwriting agreement Parties; and (d) each other document or instrument specified in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essenceor as may be reasonably required by this Agreement.

Closing. At (a) The obligation of each of the Zhou Parties to consummate the Closing is subject to the satisfaction or waiver by ▇▇. ▇▇▇▇ at or prior to the Pricing, Closing Date of the parties shall take all actions necessary to prepare to following conditions: (i) effect the Merger (including the execution representations and warranties of the Articles of Merger which Shen Parties set forth in this Agreement shall be delivered true and correct in all material respects as of the date hereof and as of the Closing Date as though made on or as of such date, except to TCI for filing with the appropriate authorities effective on the Funding extent any such representation and Consummation Date) warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, (ii) effect ▇▇. ▇▇▇▇ has received all closing deliveries from the conversion Shen Parties under Section 2.4, and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion (iii) each of the Merger Shen Parties has performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the conversion and delivery Closing Date. (b) The obligation of each of the shares Shen Parties to consummate the Closing is subject to the satisfaction or waiver by ▇▇. ▇▇▇▇ at or prior to the Closing Date of the following conditions: (i) the representations and funds referred warranties of the Zhou Parties set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on or as of such date, except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date, (ii) ▇▇. ▇▇▇▇ has received all closing deliveries from the Zhou Parties under Section 3 hereof2.3, and (iii) each of which actions shall only the Zhou Parties has performed in all material respects all obligations required to be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and performed by it under this Agreement automatically terminates as provided at or prior to the Closing Date. (c) Subject to the satisfaction or waiver of the closing conditions set forth in this Section 42.2, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking consummation of the actions described in clauses (i) and (ii) above Share Exchange (the "“Closing"”) shall take place electronically on March 30, 2018 or at such other date and time as the closing date Parties may mutually agree upon in writing (the "“Closing Date"”). The Closing may be accomplished by facsimile or email (in PDF format) transmission to the Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. The Parties acknowledge and agree that all transactions occurring at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2▇▇▇, ▇▇▇▇ton, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares and the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs Closing shall be referred deemed to as the "Funding be taken, and Consummation Date." During the period from all documents to be executed and delivered by all Parties at the Closing Date shall be deemed to the Funding have been executed and Consummation Datedelivered, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following simultaneously on the Closing Date. Time is of the essence, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

Closing. At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including the execution The closing of the Articles of Merger which shall be delivered to TCI for filing with the appropriate authorities effective on the Funding and Consummation Date) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion sale of the Merger or the conversion and delivery of the shares and funds referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4, the Articles of Merger shall not be filed and shall be returned to the Stockholders. The taking of the actions described in clauses (i) and (ii) above Mortgage Loan (the "Closing") shall take place be held at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP on the closing date Closing Date. The Closing shall be subject to each of the following conditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date; (b) All documents specified in Section 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (c) The Seller shall have delivered and released to the Trustee (or a Custodian on its behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (d) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date"; (e) at The Seller shall have paid all fees and expenses payable by it to the offices Purchaser or otherwise pursuant to this Agreement as of Bracewell the Closing Date; (f) One or more letters from the independent accounting firms of Ernst & PattersonYoung LLP and PriceWaterhouseCoopers LLP, L.L.P.in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loan and Certificates as set forth in the Prospectus and Prospectus Supplement, South Tower Pennzoil Placerespectively; and (g) The Seller shall have executed and delivered concurrently herewith that certain Indemnification Agreement, 711 Louisianadated as of December 1, Suite 2▇▇▇2005, ▇▇▇▇tonamong the Seller, Texas 77002. On the Funding and C▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇) ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ll be filed with Mortgage Lending, Inc., Countrywide Commercial Real Estate Finance, Inc., KeyBank National Association, the appropriate state authorities so that they shall bePurchaser, as early as practicable on the Funding and Consummation Date, effective Underwriters and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including Initial Purchasers. Both parties agree to use their best reasonable efforts to perform their respective obligations hereunder in a manner that will enable the conversion and delivery of shares and Purchaser to purchase the delivery of funds in the amount and in the manner provided in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date Mortgage Loan on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not occurred within 15 business days following the Closing Date. Time is of the essence.