Common use of Closing Clause in Contracts

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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[Reserved]; (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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400Taft, Charlotte, ▇▇▇▇North Carolina on the Closing Date. Th▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing osing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserTrustee (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 or a Custodian, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Section 2 of this 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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement as of the Closing Date; and (viif) Neither A letter from the Certificate Purchase Agreement nor independent accounting firm of KPMG LLP in form satisfactory to the Underwriting Agreement shall have been terminated Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in accordance with its termsthe Prospectus and Prospectus Supplement, respectively. 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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 Private Placement Agency Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Both parties agree Each party agrees to use their its commercially reasonable best efforts to perform their its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing hereunder shall occur upon receipt by the Agent of the sale following (in the case of any document, dated the Closing Date unless otherwise indicated): (a) a duly executed Note of the Mortgage Loans Borrower for the account of each Bank dated on or before the Closing Date complying with the provisions of Section 2.05; (b) an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., counsel for the "Closing"Company and the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) shall be held at the offices an opinion of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., & ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject special counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to each the transactions contemplated hereby as the Required Banks may reasonably request; (d) evidence satisfactory to the Agent that the commitments under the Existing Credit Agreements have been terminated and that the principal and interest on all loans and accrued fees outstanding thereunder have been paid in full; (e) evidence satisfactory to the Agent of the following conditions, which can only be waived or modified by mutual consent payment of all fees and other amounts payable to the Agent for the account of the parties hereto.Banks or the Agent on or prior to the Closing Date, including, to the extent invoiced, reimbursement of all out-of-pocket expenses (including, without limitation, legal fees and expenses) required to be reimbursed or paid by the Borrower or the Company hereunder; and (if) All all documents the Agent may reasonably request relating to the existence of the representations Company and warranties the Borrower, the corporate authority for and the validity of this Agreement and the Seller Notes, and of any other matters relevant hereto, all in form and substance satisfactory to the Purchaser specified in Sections 4 Agent. The Agent shall promptly notify the Company and 5 hereof shall be true and correct as the Banks of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in and such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, notice shall be duly executed conclusive and delivered by binding on 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 Datehereto.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserCustodian and the applicable Master Servicer, 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 berespectively, all documents and funds represented to have been or required to be so delivered to the Custodian and such Master Servicer pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement 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 (viig) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The Seller shall have been terminated in accordance with its termsexecuted 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 commercially best 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. The closing of the sale of the Mortgage Loans (the "“Closing"”) shall be held at the offices of Cadwalader, Wickersham & Taft Dechert LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇North Carolina on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 8 6 of this Agreement (the "“Closing Documents"”), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters, the Initial Purchasers and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserTrustee (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 or a Custodian, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Section 2 of this 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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement as of the Closing Date; and (viif) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The letters shall have been terminated received from the independent accounting firm KPMG LLP, in accordance with its termsform satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement, the Preliminary Memorandum and the Memorandum. 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetTr▇▇▇ ▇▇▇▇▇▇, Suite S▇▇▇▇ 2400, Charlotte▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇the Closing Date. ▇▇e The Closing shall be subject to each of the 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, 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[Reserved]; (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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇, ▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) All of the representations and warranties of the Seller and the Additional Party 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 9 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and Additional Party 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both All parties hereto 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. 6.1 The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham ▇▇▇▇▇▇▇▇▇▇ & Taft ▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇oli▇▇▇, ▇▇▇▇ ▇8202 a▇ ▇▇:▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Charlotte, North Carolina time, on the Closing Date. ▇▇e Closing The closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) 6.1.1 All of the representations and warranties of the Seller and of the Purchaser specified in Sections Section 4 hereof (including, without limitation, the representations and 5 hereof warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date;Date (to the extent of the standard, if any, set forth in each representation and warranty). (ii) 6.1.2 All documents Closing Documents specified in Section 8 of this Agreement (the "Closing Documents")7 hereof, in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerSeller or Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iii) The 6.1.3 Seller shall have delivered and released to the Purchaser, the Trustee Purchaser 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, its designee all documents and funds required to be so delivered to Purchaser as of the Closing Date pursuant to Sections 2(c), 2(d) and 2(e) Section 2 hereof;. (iv) 6.1.4 The result of any the examination of the Mortgage Files and Servicing Files for the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser and its affiliates in their sole determination and the Purchaser parties shall have agreed to the form and contents of Seller’s Information to be disclosed in its reasonable determination;the Free Writing Prospectus, the Preliminary PPM, the Final PPM and the Prospectus Supplement. (v) 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 the 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;. (vi) The 6.1.6 Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; andSection 8 hereof. (vii) Neither 6.1.7 The Private Certificates shall have received the ratings indicated in the Final PPM, 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 nor or suspended, delayed or otherwise cancelled the Underwriting Agreement Closing Date. 6.1.9 Seller shall have been terminated in accordance received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. 6.1.10 Seller shall have timely complied with its terms. Both parties agree all requirements of Rule 15Ga-2 and Rule 17g-5 under the Exchange Act to the satisfaction of Purchaser. 6.2 Each party agrees to use their commercially reasonable its best efforts to perform their its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇North Carolina on the Closing Date. ▇▇e Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters, the Initial Purchasers and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserTrustee (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 or a Custodian, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Section 2 of this 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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement as of the Closing Date; and (viif) Neither A letter from the Certificate Purchase Agreement nor independent accounting firm of KPMG LLP or Ernst & Young LLP, as applicable, in form satisfactory to the Underwriting Agreement shall have been terminated Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in accordance with its termsthe Prospectus and Prospectus Supplement, respectively. 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. (a) The closing completion of the purchase and sale of the Mortgage Loans 1st Installment Shares (the "“Closing"”) shall be held occur at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, T▇▇▇▇▇▇▇ S▇▇▇oli▇▇▇ ▇8202 a▇ ▇▇: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▇▇▇▇ ▇▇▇▇. ▇▇e ▇ (collectively, the “Principal MV Shareholders,” and together with MediVision, the “MediVision/Principal MV Shareholders Group”) and the receipt by the Purchaser at the Closing shall be subject 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▇▇▇▇ ▇▇▇▇▇ to the Board as of the Closing and the delivery of a director indemnification agreement to each of the following conditions, which can only be waived or modified by mutual consent of the parties heretothem. (iix) All of the representations and warranties of the Seller and of delivery to the Purchaser specified in Sections 4 and 5 hereof shall be true and correct of a duly executed secretary certificate, dated 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 form 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 DateExhibit F-1.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft Sidley Austin LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties hereto 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. The closing (a) Subject to the terms and conditions of this Agreement, the purchase and sale of the Mortgage Loans Class A Shares shall take place at a closing (the "“Closing"”) shall to be held at 10:00 a.m. Boston time on the second business day after the satisfaction of both of the conditions set forth in Section 3(a)(iv) and Section 3(b)(iv) at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other place or on such other date as Buyer and Sellers may agree upon in writing (such date on which the Closing shall be subject to each of take place, the following conditions, which can only be waived or modified by mutual consent of the parties hereto“Closing Date”). (b) Prior to the Closing, each Seller shall convert the requisite number of Owned Class B Shares into the Class A Shares to be sold by such Seller. At the Closing, (i) All each Seller shall, at the option of Buyer, either (A) transfer, or cause to be transferred, the representations Class A Shares to be sold by such Seller in uncertificated form to such account as Buyer shall instruct in writing and/or (B) deliver to Buyer one or more stock certificates that on their face evidence the number of Class A Shares to be sold by such Seller to Buyer, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, in each case satisfactory to Buyer and warranties with medallion signature guarantees, and, in each case under clause (A) or (B), free and clear of the Seller all Encumbrances (as defined in Section 5(c)), 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 (Buyer shall deliver to each Seller the "Closing Documents"), in Base Purchase Price for the Class A Shares to be sold by such forms as are agreed upon and reasonably acceptable Seller to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;Buyer. (iiic) The Seller shall have delivered If the Closing occurs 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 Transaction is consummated on or before the Closing Date Outside Make-Whole Date, the Make-Whole Amount shall have been complied withbe due and payable, 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 without interest, no later than ten (10) business days after the Closing Date;such consummation. (vid) The Any payment to a Seller (or hereunder shall be made by wire transfer of immediately available funds to an affiliate thereof) shall have paid or agreed account designated in writing by such Seller 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 DateBuyer no later than two business days before such payment is due.

Closing. (a) The closing 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 waiver of the sale conditions precedent set forth in Sections 1.9(b) and (c) or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to as the “Closing Date.” Subject to the fulfillment or waiver of such conditions precedent, Sellers shall make the Mortgage Loans (Closing deliveries specified in Section 1.7 and Buyer shall make the "Closing") Closing deliveries specified in Section 1.8, all of which shall be held at the offices deemed to have occurred simultaneously and none of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing 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 each of the following conditions, which can only be except to the extent waived or modified by mutual consent of Buyer in writing at the parties hereto.Closing: (i) All of the representations and warranties of the Seller and of the Purchaser specified Novartis contained in Sections 4 and 5 hereof this Agreement shall be true and correct accurate in all material respects as of the Closing Date;with the same effect as if made on and as of such date. (ii) All Novartis shall have delivered to Buyer the documents specified set forth 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;1.7. (iii) The Seller There shall not have delivered and released been instituted or threatened any legal proceeding (A) relating to, or seeking to the Purchaserprohibit or otherwise challenge this Agreement, the Trustee BCT197 Asset Purchase Agreement or a Custodianthe 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 Master Servicer shall Purchase Agreements, or (B) which would reasonably be expected to 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;a Material Adverse Effect. (iv) The result 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 examination buyer under any of the Mortgage Files and Servicing Files for Purchase Agreements to operate the Mortgage Loans performed by Business (as defined in the respective Purchase Agreements) or on behalf to exercise full rights of ownership of the Purchaser pursuant to Section 3 hereof shall be satisfactory to Purchased Assets (as defined in the Purchaser in its reasonable determination;respective Purchase Agreements). (v) All other terms and The conditions precedent to the obligations of this each buyer under the Purchase Agreements to consummate the transactions contemplated by the respective Purchase Agreement required to be complied with on or before the Closing Date shall have been complied with, and satisfied or waived by such buyer in writing at 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;Closing. (vi) The Seller There shall not have occurred any Material Adverse Effect (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to as defined in the Purchaser or otherwise pursuant to this Agreement; andrespective Purchase Agreements). (vii) Neither Novartis shall have delivered to Buyer, at or prior to the Certificate Closing, such other documents as Buyer shall have reasonably requested to carry out the provisions of and the 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 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 date. (ii) Buyer shall have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the Purchase Agreement nor Agreements, the Underwriting Agreement 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 terminated satisfied or waived by Novartis in accordance with its terms. Both parties agree writing at the Closing. (vi) Buyer shall have delivered to use their commercially reasonable best efforts Novartis, at or prior to perform their respective obligations hereunder 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 a manner that will enable form and substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the Purchaser to purchase Subscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Mortgage Loans on Investor Counsel Fees (as defined in the Closing DateSubscription Agreement).

Closing. (a) The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.Procter LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m., prevailing Eastern time, on the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) or at such other place, time or date as may be mutually agreed upon in writing by Sellers and Purchasers (the “Closing Date”). (b) At the Closing: (i) Sellers shall: (A) deliver to Purchasers certificates evidencing the Transferred Interests to the extent that such Transferred Interests are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto; (B) deliver to Purchasers the Transition Services Agreement, duly executed by Sellers; (C) deliver to Purchasers the certificate required to be delivered pursuant to Section 8.2(c); (D) deliver to Purchasers the resignations, effective as of the Closing Date, of those directors or officers of the Transferred Entities as Purchasers may reasonably request in writing no less than ten (10) days prior to the Closing Date; (E) deliver to Purchasers the common seal, if applicable, and all registers, minute books, and other statutory books, required to be kept by Law, and, to the extent applicable, all certificates of incorporation and certificates of incorporation on change of name for each Transferred Entity; (F) deliver to Purchasers (1) copies of all UCC-3 discharge statements to be filed with respect to Alkermes Gainesville and copies of releases or other relevant filings, in each case to be filed after the Closing, and any other security release documentation reasonably requested by Purchasers, including releases under Irish law, for any Lien, including the Liens granted to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as collateral agent, under the Credit Agreement, dated as of September 25, 2012, as amended on February 14, 2013 and May 22, 2013 (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), among Alkermes plc, Alkermes Pharma Ireland Limited, Alkermes, Inc., Alkermes US Holdings, Inc., the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, ▇▇▇▇. ▇▇ ▇▇e Closing shall be subject to each ▇▇▇▇▇ Senior Funding, Inc., as administrative agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Citigroup Global Markets, Inc. and JPMorgan Chase Bank, N.A. as co-syndication agents, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as collateral agent in favor of the following conditionslenders thereunder, which can only be waived on (i) any assets owned by the Transferred Entities, other than the Excluded Assets or modified by mutual (ii) the Transferred Interests; and (2) a release of Alkermes Gainesville from its obligations as a guarantor under the Credit Agreement; (G) deliver to Purchasers a copy of the resolutions or written consent of the parties hereto. boards of directors of the Transferred Entities evidencing that the boards of directors of the Transferred Entities have, prior to Closing, (i) All voted in favor of the representations and warranties transfer of the Seller Transferred Interests to Acquisition Sub (or its nominee(s)) and voted in favor of the Purchaser specified registration of the Acquisition Sub (or its nominee(s)) as stockholder(s) or member(s), as applicable, of the Transferred Entities in Sections 4 respect of the Transferred Interests (subject to the production of duly stamped transfers) and 5 hereof shall be true (ii) appointed such persons as the Purchasers have nominated as directors and correct secretary of the Transferred Entities, effective at the Closing; and (H) deliver to Purchasers certificates dated as of the Closing Date;Date in form and substance reasonably satisfactory to Purchasers, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating, as applicable, that Eagle Holdings is not a “foreign person” as defined in Section 1445 of the Code and the interests in Newco do not constitute U.S. real property interests as defined in Section 897(c) of the Code; and (I) the Forms W-8BEN-E required to be furnished pursuant to Section 2.2(e). (ii) All documents specified Purchasers shall: (A) pay, by wire transfer, to an account or accounts designated by Sellers, immediately available funds in Section 8 of this Agreement an amount equal to either: (i) the "Initial Purchase Price plus the Closing Documents"Adjustment (if the Closing Adjustment is a positive amount) or (ii) the Initial Purchase Price minus the Closing Adjustment (if the Closing Adjustment is a negative amount), in such forms each case as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required determined pursuant to Section 2.4, to Eagle Holdings in the respective terms thereofamount set forth in Section 2.2(b)(ii) and the remaining amount, if any, to APIL; (iiiB) The Seller shall have delivered and released deliver to APIL the PurchaserWarrant, 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) hereofduly executed by Recro; (ivC) The result of any examination of deliver to Seller the Mortgage Files and Servicing Files for the Mortgage Loans performed Transition Services Agreement, duly executed 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 AgreementPurchasers; and (viiD) Neither deliver to Sellers the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. Both parties agree certificate required to use their commercially reasonable best efforts be delivered pursuant to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSection 8.3(c).

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetTra▇▇ ▇▇▇▇▇▇, Suite Su▇▇▇ 2400, Charlotte▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇the Closing Date. ▇▇e The Closing shall be subject to each of the 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, 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[Reserved]; (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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇ LLP, 2 World Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties hereto 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetOne World Financial Center, Suite 2400New York, Charlotte, New Yor▇ ▇▇▇▇▇ ▇▇ 10:▇▇ A.M., ▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the 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 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 reasonably acceptable to the Purchaser and SellerPurchaser, 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 PurchaserTrustee, the Trustee or a Custodian, Purchaser or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementPurchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2; (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 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 (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. (a) The closing of the sale repurchase of the Mortgage Loans Subject Shares contemplated hereunder (the "“Closing"”) shall be held at take place on a Business Day in the Hong Kong offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, W▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall ▇▇ & R▇▇▇▇▇ P.C. at U▇▇▇ ▇▇▇▇, ▇▇/▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 5 Queens Road Central, Hong Kong, or at such other location as may be subject to each mutually agreed by the Parties, as soon as practicable but no later than three Business Days following the date upon which all of the following conditionsconditions set forth in Article VI, which can other than those that by their nature may only be satisfied or waived at the Closing, have been satisfied or modified by mutual consent waived as of the parties heretodate of the Closing, or such other date as the Parties may mutually agree (the “Closing Date”). (b) At the Closing, Seller shall deliver or cause to be delivered the following documents to the Company or the transfer agent of the Company against payment of the Purchase Price by the Company: (i) original of one or more certificate(s) evidencing the Subject Shares (the “Share Certificates”), accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto (the “Stock Powers”), (ii) a duly executed letter of instruction from Seller, in such form as required by the transfer agent, instructing the transfer agent to register the Subject Shares as having been repurchased by the Company (the “Transfer Instruction”), and (iii) such other documents as may be reasonably required by the transfer agent in order to complete the repurchase and acquisition of the Subject Shares from Seller by the Company (together with the Share Certificates, the Stock Powers and the Transfer Instruction, the “Seller Deliverables”). (c) At the Closing, Seller and the Company shall take the following actions in the sequence set out below: (i) All of upon the representations and warranties Company’s inspection of the Seller Deliverables to its satisfaction, the Company shall deliver or cause to be delivered (A) the Settlement Amount to the Plaintiffs and the Plaintiffs’ Agent by initiating a wire transfer of immediately available funds to one or more accounts designated in writing by W▇▇▇▇▇▇▇▇ & Grist, the Purchaser specified Hong Kong counsel to the Plaintiffs and the Plaintiffs’ Agent in Sections 4 and 5 hereof shall be true and correct as of the HK Lawsuit, no later than five (5) Business Days prior to the Closing Date;, and (B) an amount equal to (x) the Purchase Price minus (y) the Settlement Amount to Seller by initiating a wire transfer of immediately available funds to one or more accounts designated by Seller in writing no later than five (5) Business Days prior to the Closing Date; and (ii) All documents specified immediately upon the Company’s presentation to Seller of the irrevocable instruction initiating the wire transfer(s) as set forth in 2.2(c)(i) above, Seller shall deliver the Seller Deliverables in accordance with Section 2.2(b). For the avoidance of doubt, the provisions under this Section 2.2(c) are intended to describe the agreed mechanics of the Closing only but the Closing shall not be deemed to have consummated until all deliveries described 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; (iii2.2(b) 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 withmade, including, without limitation, receipt of the Purchase Price by Seller, the Plaintiffs and the Plaintiffs’ Agent, and all such deliverables (including without limitation payment of the Seller Purchase Price) shall have the ability be deemed to comply with all terms occur simultaneously 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 Dateconditioned upon each other.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street100 Maiden Lane, Suite 2400New York, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇New York 10038 at 1▇:▇▇ ▇.▇., Ne▇ ▇▇▇▇▇▇▇▇rk Cit▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All all of the representations and warranties of each of the Seller and the Purchaser made pursuant to Section 4 of this Agreement (subject, in the case of the Purchaser specified Seller, to the exceptions set forth in Sections 4 and 5 hereof Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date; (ii) All all documents specified in Section 8 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 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 the Seller shall have delivered and released to the Purchaser, the Trustee Purchaser 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 beits designee, all documents documents, funds and funds other assets required to be so delivered thereto on or before the Closing Date pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and Servicing Files for 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 all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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 by it after the Closing Date; (vi) The the Seller (or an affiliate thereof) shall have paid received the consideration for the Mortgage Loans, as contemplated by Section 1; (vii) the Seller shall have paid, or agreed made arrangements satisfactory to pay the Purchaser to pay, all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viiviii) Neither neither the Underwriting Agreement nor 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ & Wood, Two ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the 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 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 reasonably acceptable to the Purchaser and SellerPurchaser, 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 PurchaserInterim Custodian, the Trustee or a Custodian, Purchaser or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementPurchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) Section 2 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 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 (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices office of CadwaladerOrri▇▇, Wickersham ▇▇rr▇▇▇▇▇▇ & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇utc▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.at 7:00 a.m., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇San Francisco time, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e Closing The closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) All of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof Depositor shall be true and correct in all material respects as of the Closing Date; (iib) All documents Closing Documents specified in Section 8 of this Agreement (the "Closing Documents")Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser Depositor and the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the Purchaser, the Trustee Depositor 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 beits designee, all documents and funds required to be so delivered to the Depositor pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (ivd) The result of any the examination of the Mortgage Files and Servicing Files for the Mortgage Loans audit performed by or on behalf of the Purchaser Depositor pursuant to Section 3 hereof shall be satisfactory to the Purchaser Depositor in its reasonable determinationsole 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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (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 (viif) Neither All of the Certificate Purchase Agreement nor 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 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 Datecomplied with.

Closing. The closing 5.1 Subject to the satisfaction or waiver of all the Conditions set out in Section 4.1, completion of the sale and purchase of the Mortgage Loans Subject Shares (the "“Closing"”) shall be held take place at the offices of Cadwaladerthe Purchasers’ counsel immediately after the satisfaction of the last of the Conditions set forth in the Section 4.1, Wickersham & Taft LLPor at such other date, 227 West Trade Streetplace or time as the Parties may agree in writing (the “Closing Date”). 5.2 At Closing, Suite 2400subject to the Purchasers performing their obligations under this Section 5.2(b) and the Sellers performing their obligations under this Section 5.2(a), Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing each Seller shall be deemed to have sold and transferred all of its right, title and interest in and to the Subject Shares to the Purchasers and each Purchaser shall be deemed to have purchased and accepted, all of the Seller’s right, title and interest in and to the Subject Shares, subject to each completion of the registration of such transfers in the Company’s register of members pursuant to Clause 5.3. The following conditionsactions and occurrences will take place, all of which can only shall be waived deemed to have occurred simultaneously and no action shall be deemed to have been completed and no document or modified by mutual consent of certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: (a) the parties hereto.Sellers shall deliver or cause to be delivered to the Purchasers: (i) All of this Agreement duly executed by 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 DateSellers; (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 thereofDeliverables; (iii) the Company’s CCC and CIK codes for the filing of submissions with the SEC on the Electronic Data Gathering, Analysis, and Retrieval System; and (iv) any documents necessary for the purpose of effecting the transactions con-templated hereunder. (b) The Seller Sellers shall have deliver or having delivered and released to the Company’s registered agent (i) the fully executed board minutes of the Company; (ii) instruments of transfer for all of the Subject Shares, validly executed by the Sellers as transferor of the Subject Shares; (iii) this Agreement duly executed by the Parties hereto; and (iv) other ancillary documents as required by the Company’s registered agent to effectuate the transfer of all the Subject Shares. (c) The Purchasers shall: (i) instruct the Escrow Agent in writing to release the Second Payment and the Third Payment to the Sellers in accordance with the Escrow Agreement; and (ii) deliver to the Sellers certificate of each Purchaser, dated the Trustee Closing Date and addressed to the Sellers in the form agreed in writing by the Sellers and Purchasers set out in Exhibit C hereto; and (iii) deliver or cause to be delivered to the Sellers: (a) this Agreement duly executed by the Purchasers; (b) the duly executed counterparts of the instruments of transfer in respect of all of the Subject Shares; (c) copy of the certificate of incumbency of TUTU; (d) a Custodiancertified copy of the resolutions of the board of directors and shareholders (if required) of the Purchasers approving the purchase of the Subject Shares and the execution of the Transaction Documents; and (e) any documents necessary for the purpose of effecting the transactions contemplated hereunder. 5.3 Within three (3) Business Days following Closing, or such later date as the Master Servicer Parties may agree in writing, each of the Sellers shall have received use its best efforts to hold in trust pursuant procure that the Purchasers receive a certified copy of the Register of Members maintained by registered agent reflecting the Purchasers as the owners of the Subject Shares. 5.4 In the event that the Sellers or the Purchasers shall fail to do anything required to be done by it/him under Section 5.2 (the “Defaulting Party”), without prejudice to any other right or remedy available to the Pooling and Servicing Agreement, Sellers or the Purchasers (as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(dthe Sellers (in case of default by the Purchasers) or the Purchasers (in case of default by the Sellers) may by notice to the Defaulting Party elect to: (a) upon mutual consent by the Sellers and 2(ethe Purchasers, a further five (5) hereofBusiness Days after the date fixed for Closing; (ivb) The result of proceed to Closing so far as practicable but without prejudice to the Sellers’ or the Purchasers’ right (as the case may be) to the extent that the Defaulting Party shall not have complied with their obligations hereunder; or (c) terminate this Agreement without any examination liability on its part, except that termination shall be without prejudice to any then accrued rights and obligations 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 DateParties.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") 7.1 Closing shall be held take place simultaneously at the offices of CadwaladerA▇▇▇▇ & Overy, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, V▇▇ ▇▇▇▇▇▇▇ ▇▇-▇oli▇, ▇▇▇▇▇, ▇▇▇▇▇, and A▇▇▇▇▇▇▇▇▇ ▇8202 a▇, ▇▇▇▇ ▇▇ ▇▇:▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, at 10.00 a.m. central European time on the Closing Date, or at the other place and/or time to be agreed upon between the Parties. 7.2 At Closing, the Seller shall, following the chronological order below: (a) deliver to the Purchaser (i) a statement by which the Seller declares that there are no outstanding receivables and credits which may be claimed by any Seller's Group Company towards the Project Companies in relation to, or in any case connected to, the payment of the considerations and/or other sums pursuant to the EPC Contracts and/or any other agreements to which the Project Companies are parties, and (ii) a written acquittance signed by each Seller's Group Company irrevocably and unconditionally stating that the Seller's Group Companies have no claim, at any title whatsoever, towards the Project Companies with respect to any and all receivables and credits which may be claimed by any Seller's Group Company towards the Project Companies in relation to, or in any case connected to, the payment of the considerations and/or other sums pursuant to the EPC Contracts and/or any other agreements to which the Project Companies are parties; (b) procure the resignation in writing of each relevant Company's directors, managers and attorneys, in each case to be expressed to take effect on the Closing Date and acknowledging that the directors have no claim against any and all of the Companies, whether for loss of office, accrued remuneration or otherwise; (c) procure that a shareholders' meeting of each relevant Company is validly convened and held to resolve on the appointment of the Persons who will be designated by the Purchaser as new directors of each relevant Company; (d) procure that a shareholders' meeting of the Holding Company is validly convened and held to resolve the adoption of amended by-laws of the Holding Company as reflected under Schedule 7 in order to (i) remove limits on the nationality of directors and provide for one single category of directors irrespective of their nationality, and (ii) provide that the meetings of the board of directors may be held, and relevant resolutions adopted, also outside of the Netherlands; (e) deliver to the Purchaser the shareholders' ledger (once possibly updated as provided under (j) below), deed of incorporation, updated by-laws, minute books, registers and all statutory books as stated in Subclause 9.6(c) of each relevant Company; (f) deliver to the Purchaser evidence that Euro 10,640,000.00 (ten million six hundred fourty thousand/00) to eco-Kinetics Europe Limited as 100% of the aggregate consideration pursuant to the EPC Contract has been duly paid and cashed in by the contractor; it being agreed that at Closing the Seller shall also deliver to the Purchaser evidence that any sum which is due and payable to the contractor under the O&M Contract as at the Closing Date has been duly paid and cashed in by the contractor; (g) deliver to the Purchaser evidence, satisfactory to the latter, that all cash is deposited in the bank accounts opened in the name of each Project Company as minimum required equity capital (Euro 10,000 per each Project Company) and all powers to manage and operate such accounts previously granted to M▇., . ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e or any other individuals have been revoked and annulled; (h) only provided that Subclause 3.3 is not applicable and Closing shall be subject Date falls on a date which is falling on, or later than, 21 December 2012, deliver to each the Purchaser evidence, satisfactory to the latter, of payment of the following conditionsEuro 350,000.00 (three hundred fifty thousand/00) claim, which can only be waived or modified as referred to under the Settlement Agreement entered into by mutual consent and among the Holding Company and, among the others, the previous quotaholders of the parties hereto.Project Companies, having been timely, accurately and fully made by 21 December 2012, pursuant to and in accordance with the relevant Settlement Agreement, at no cost or charge for any of the Project Companies and without any residual obligation or liability of the Holding Company with respect to such claim remaining outstanding after the date of said payment; (i) All deliver to the Purchaser the true original of the representations and warranties of parent company guarantee released by CBD Energy Limited, according to the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Dateform attached herewith under Schedule 8; (j) execute before the Notary the Deed of Transfer of the Shares, free from any Encumbrances, and procure that (i) the Holding Company executes the Deed of Transfer before the Notary, and (ii) All documents specified the relevant entry is executed in Section 8 of the Holding Company's shareholders' ledger in a form satisfactory to the Purchaser; and (k) procure that any such other document that is contemplated under this Master Agreement (or that may be required by any and all applicable Law in order to complete the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable sale to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to of the respective terms thereof;Shares or in connection therewith is executed. (iii) The Seller shall have delivered and released to the Purchaser7.3 At Closing, the Trustee or a CustodianPurchaser shall pay the Purchase Price in accordance with Subclauses 3.2(a) and 3.2(b)(ii) and, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as if the case may be, 3.3. 7.4 All actions and transactions constituting the Closing (including, without any limitation, the transfer of the Shares) shall be regarded for the purposes of the Closing as a single transaction so that, at the option of the Party interested in carrying out the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all documents other actions and funds required transactions constituting the Closing shall have taken place as provided in this Master Agreement. 7.5 If for any reason the Seller does not do or procure to be so delivered pursuant to Sections 2(c)done all those things set out in Subclause 7.2, 2(d) and 2(e) hereof;the Purchaser may: (iva) The result of communicate in writing to the Seller that, without prejudice to any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by other rights or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory remedies available to the Purchaser in accordance with any and all applicable Law (including, without any limitation, its reasonable determination;ability to claim damages), except for this Clause, the Clauses 2, 11, 12.6 and 13, all the other provisions of this Master Agreement relating to the acquisition by the Purchaser of the Shares shall lapse and cease to have effect; or (vb) 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 fix a manner that will enable the Purchaser to purchase the Mortgage Loans on the new Closing Date. 7.6 The execution of the Closing shall not affect, and shall not have any novative effects (effetto novativo) on the rights and obligations of the Parties provided for in this Master Agreement which shall remain effective as stated herein.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf) and the applicable Master Servicer, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may berespectively, all documents and funds represented to have been or required to be so delivered to the Trustee and such Master Servicer pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs 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 (viig) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The Seller shall have been terminated in accordance with its termsexecuted 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 commercially best 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇oli, New Yo▇▇, ▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 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; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The (a) Pursuant to the terms and subject to the conditions set forth herein, the closing of the sale Transaction (the “Closing”) will take place as soon as practicable (and, in any event, within three (3) Business Days) after the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Transaction set forth in ARTICLE VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the parties hereto, and shall be effective at the Effective Time. The actual date of the Mortgage Loans Closing is hereinafter referred to as the “Closing Date”. (b) All proceedings to be taken and all documents to be executed and delivered by the "Closing") parties at the Closing shall be held at deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. (c) At the offices of CadwaladerClosing, Wickersham & Taft LLPPurchaser shall deliver or cause to be delivered: (i) to the Sellers (subject to Section 3.1(b)): 1) the Transaction Documents, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., duly executed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ or the Affiliate of Purchaser party thereto, as applicable; 2) a side letter regarding the nomination of one member of the board of directors of Purchaser by ▇▇▇▇▇▇▇ ▇; 3) evidence that Purchaser has obtained each of the Purchaser Third Party Consents; 4) a certificate duly executed by ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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 dated as of the Closing Date, that (A) each of the preconditions set forth in Sections 8.3(a), 8.3(b) and 8.3(c) have been satisfied; and (B) the resolutions of the board of directors of Purchaser attached thereto unanimously authorizing the execution, delivery and performance of its obligations under and in connection with the Transaction are true, correct and complete; and 5) each Seller’s Pro Rata Portion of the Closing Consideration and Pro Rata Portion of the Seller Notes. (ii) payment of the Estimated Closing Indebtedness, if any, to the holders thereof on behalf of the Sellers by wire transfer of immediately available funds in accordance with the applicable Payoff Letters. (iii) to the Sellers’ Finder, the Finder’s Shares, subject to the Sellers’ Finder providing at least 10 Business Days prior to Closing a Representation Letter (the “Finder Representation Letter”). (d) At the Closing, the Sellers shall deliver to Purchaser: (i) the Transaction Documents, duly executed by the Company, Sellers, and/or Seller Representative, as applicable, or the Affiliate of Sellers or the Company party thereto; (ii) All documents specified a certificate duly executed by chief executive officer or chief financial officer of the Company, dated as of the Closing Date, (A) that each of the preconditions set forth in Section 8 of this Agreement (the "Closing Documents"Sections 8.2(a), 8.2(b), and 8.2(c) and 8.2(d) have been satisfied; (B) that the formation and governing documents of the Company in such forms as the form attached thereto are agreed upon true, correct and reasonably acceptable to complete; and (C) that the Purchaser resolutions of the Managers and Sellermembers of the Company attached thereto unanimously authorizing the execution, shall be duly executed delivery and delivered by all signatories as required pursuant to performance of its obligations under and in connection with the respective terms thereofTransaction are true, correct and complete; (iii) The Seller shall have delivered resignations of the managers and released to officers of 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) hereofCompany; (iv) The result of any examination all minute books and records 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 determinationCompany; (v) All other terms and conditions a certificate of this Agreement required good standing with respect to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability Company dated as of a date not more than ten (10) days prior 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 evidence reasonably satisfactory to Purchaser that (1) each of the Third Party Consents set forth on Section 2.2(d)(vi) of the Company Disclosure Schedule have been obtained and (2) all Cannabis Consents have been obtained; (vii) a properly completed and duly executed Internal Revenue Service Form W-9 from each Seller; (viii) Lock-up Agreements, duly executed by each Seller and Company Key Members; (or an affiliate thereofix) shall have paid or agreed to pay all feesthe Finder Representation Letter, costs duly executed by ▇▇▇▇▇▇▇’ Finder; (x) if and expenses payable to the Purchaser or otherwise extent that any Seller is assigning its rights pursuant to this AgreementSection 6.12(a) hereof, (1) executed assignment documents as required by Section 6.12(a)(i), and (2) signed Representation Letters from all applicable Seller Owners; (xi) all documents regarding Related Party Debt; and (viixii) Neither either (1) certificates representing all of the Certificate Purchase Agreement nor Membership Units, duly endorsed in blank or accompanied by separate unit powers sufficient for the Underwriting Agreement transfer of all of each Seller’s right, title and interest in the Membership Units to Purchaser, or (2) if the Membership Units are not evidenced by a certificate, such instruments of transfer Purchaser shall have been terminated reasonably require sufficient for the transfer of all of each Seller’s right, title and interest in accordance the Membership Units to Purchaser, in each case with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder confirmation that such transfer documents include 100% of the Equity each Seller holds in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateCompany.

Closing. (a) The closing obligation of Puyi to close the sale of the Mortgage Loans transactions contemplated by this Agreement (the "“Closing"”) shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be is subject to each the satisfaction or waiver by Puyi at or prior to the Closing Date of the 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 Fanhua Parties set forth in Sections 4 and 5 hereof this Agreement shall be true and correct as of the date hereof and as of the Closing Date; Date as though made on or as of such date, except (X) to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (Y) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement (notwithstanding the foregoing, the representations and warranties set forth in Section 4.4(a) shall be true and correct in all material respects), (ii) All documents specified ▇▇▇▇ has received all closing deliveries from the Fanhua Parties under Section 2.4, and (iii) the Fanhua Parties have performed in Section 8 all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. (b) The obligation of the Fanhua Parties to the Closing is subject to the satisfaction or waiver by the Fanhua Parties at or prior to the Closing Date of (i) the representations and warranties of the Puyi set forth in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on or as of such date, except (X) to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (Y) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement (notwithstanding the "Closing Documents"foregoing, the representations and warranties set forth in Section 3.4(a) shall be true and correct in all material respects), (ii) the Fanhua Parties have received all closing deliveries from Puyi under Section 2.3, and (iii) Puyi has performed in such forms as are agreed upon and reasonably acceptable all material respects all obligations required to be performed by it under this Agreement at or prior to the Purchaser Closing Date. (c) The Closing shall take place at the offices of Sidley Austin, 39/F, Two Int’l Finance Centre, Central, Hong Kong, on December 29, 2023 or as soon as possible thereafter (the “Closing Date”) (or at such other date and Sellertime as the Parties may mutually agree upon in writing). The Closing may be accomplished by email (in PDF format) transmission to the respective offices of legal counsel for the Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered thereafter. The Parties acknowledge and agree that all transactions occurring at the Closing shall be duly deemed to be taken, and all documents to be executed and delivered by all signatories as required pursuant to Parties at 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 Closing shall be satisfactory deemed 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 withexecuted and delivered, 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 simultaneously on the Closing Date, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") Initial Closing and any Subsequent Closing shall be held take place at the offices of CadwaladerMayer, Wickersham Brown, ▇▇▇▇ & Taft Maw LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇at ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of , at 10:00 A.M. on the following conditions, which can only be waived third (3rd) Business Day after the date that Seller Representative or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Purchaser notifies Purchaser or 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 AgreementRepresentative, as the case may be, all documents that (a) with respect to the Initial Closing, Sellers or Purchaser, as the case may be, desire to close the transactions with respect to each Acquired Company specified in such notice and funds required for which the applicable conditions precedent specified in Article VII have been satisfied on the date of such notification (other than conditions to be so delivered pursuant satisfied at the Initial Closing) or have been waived by all the parties permitted to Sections 2(cwaive such conditions (each, an “Initial Acquired Company”); provided, however, that in no event may Seller Representative or Purchaser send a notification regarding the Initial Closing unless either (i) subject to Section 7.3(g), 2(d) and 2(e) hereof; (iv) The result of any examination the Initial Acquired Companies include all of the Mortgage Files and Servicing Files for Acquired Companies that primarily operate in at least five (5) countries in the Mortgage Loans performed by Territory or on behalf (ii) the aggregate enterprise value of the Purchaser pursuant Initial Acquired Companies as set forth in Column 1 Schedule 2.2(b) constitutes fifty percent (50%) or more of the aggregate enterprise value for all Acquired Companies as set forth in Section 2.2(a)(i), and (b) with respect to a Subsequent Closing, Sellers or Purchaser, as the case may be, desire to close the transactions with respect to each Acquired Company (other than an Initial Acquired Company) for which the applicable conditions precedent specified in Section 3 hereof 7.4 have been satisfied on the date of such notification (other than conditions to be satisfied at the applicable Subsequent Closing) or have been waived by all the parties permitted to waive such conditions, which notice shall specify each such Acquired Company (each, a “Subsequent Acquired Company”). The Initial Closing and each Subsequent Closing, if any, and all transactions to occur at the applicable Closing, shall be satisfactory deemed 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 withtaken place at, 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 feeseffective as of, 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 12:01 a.m. New York time on the applicable Closing Date.

Closing. The closing Title Company shall close the Escrow by: (a) recording the Grant Deed and executed counterparts of the sale Covenant, in that order and without intervening documents, and the Loan Assumption Agreement, in the San Mateo County Official Records; (b) issuing Buyer’s Title Policy to Buyer; (c) delivering to Buyer the Affidavit, the Form 593-C, the Tenant Notice Letters, and complete counterparts of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.of Sale and Assignment, ▇▇▇▇▇the Assignment of Leases, the Loan Assumption Agreement as executed on behalf of the Existing Lender, a fully executed counterpart of the Assumption Indemnity Agreement and the Covenant and Seller’s Representation Letter; (d) delivering to Seller by wire transfer, Seller’s Funds (after adjusting for prorations, Escrow costs, closing expenses and the “Revenue Support Funds” as described below), the Letter of Credit, a counterpart of each of the Assignment of Leases, the Loan Assumption Agreement, the Assumption Indemnity Agreement and the ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations Sale 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 DateAssignment; (iie) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable delivering to the Purchaser Existing Lender any funds and Seller, shall be duly any documents required by it as 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 AgreementBuyer; and (viif) Neither retaining in escrow Nine Million, Three Hundred Ten Thousand, One Hundred Fifty Seven Dollars ($9,310,157), as such amount shall be decreased until the Certificate Purchase Agreement nor Closing Date by the Underwriting Agreement shall have been terminated “Daily Burn Down” as set forth 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 EXHIBIT Q for each day from and including August 1, 2005 until the Closing Date, to be disbursed pursuant to separate instructions from Buyer without notice to Seller or any requirement of consent from Seller.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") 6.1 Unless otherwise agreed, Closing shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, the Sellers’ Solicitors in London on the Closing Date. 6.2 On Closing and subject to due compliance by the Buyer with its obligations under clause 6.3 below (subject only to the Sellers fulfilling their obligations under this clause 6.2): (A) ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ shall complete the sale of 1,562 B Convertible Shares held by him to the EBT in accordance with the terms of the ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ Share Purchase Agreement on the basis that: (1) the purchase price payable by the EBT for such Shares shall be met from the proceeds received by the EBT pursuant to clause 6.3(A)(2) below in respect of the repayment of the Personal Loan of ▇▇▇ ▇▇▇▇. ▇▇e Closing ; and (2) such B Convertible Shares shall form part of the Shares over which Share Options will be granted pursuant to the terms of the Share Option Documents; (B) each Seller shall deliver or procure the delivery to the Buyer or the Buyer’s Solicitors of: (1) where he is an Option Share Seller, evidence that his Share Option has been duly exercised with effect from and subject to Closing; (2) duly executed transfers or other documents required to enable title to all of its or his Shares to pass to the Buyer or the Buyer’s nominee(s) (which transfers may be from the EBT at the direction of an Option Share Seller in the case of his Option Shares, if relevant); (3) the certificates for its or his Shares or an indemnity in a form reasonably required by the Buyer in the case of any such missing certificates; (4) a No Claims Confirmation in the Agreed Form executed as a deed by that Seller to the effect that (except for any rights to receive Permitted Leakage or as otherwise expressly therein mentioned) it or he has no claim whether actual or contingent as officer, employee, member or otherwise against any member of the Target Group and that none of the Target Group Companies is in any way indebted to it or him; (5) a written confirmation (where the Seller is an individual) or a certificate of an authorised director or officer (where the Seller is an entity), in each case to the effect that each of the following conditions, which can only be waived or modified Title Warranties given by mutual consent of the parties hereto. (i) All of the representations and warranties of the such Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be is true and correct as of accurate immediately before Closing, by reference to the Closing Datefacts and circumstances then existing; (ii6) All documents specified in Section 8 an original of this Agreement (the "Closing Documents")Termination Agreement, in and any other Transaction Document to which such forms as are agreed upon Seller is a party and reasonably acceptable which is to the Purchaser and Sellerbe executed at Closing, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofit or him; (iii7) The a certified copy of each power of attorney or other authority under which this Agreement, any other Transaction Document or any other document required to be delivered pursuant to this clause 6.2 is executed by or on behalf of each Seller who has not signed the same in his or its own right; (8) a certified true copy of the Payoff Letter (a signed and dated copy of which, and with the Euro Release Amount and US Release Amount (each as defined therein) completed, shall have been delivered and released to the Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant Buyer at least four Business Days prior to the Pooling and Servicing Agreement, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(cdate of Closing), 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 (vii9) 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 DateDeeds of Release duly executed by Ares Capital Europe Limited and where applicable by Ares Capital Europe (Luxembourg) s.à ▇.▇ and Ares CSF III Luxembourg s.à ▇.▇.;

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetOne World Financial Center, Suite 2400New York, Charlotte, New Yor▇ ▇▇▇▇▇ ▇, ▇▇oli▇▇ ▇8202 r a▇ ▇▇:ch oth▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇o, at 10:00 a.m., New York City time, on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All all of the representations and warranties of each of the Seller and the Purchaser made pursuant to Section 4 of this Agreement (subject, in the case of the Purchaser specified Seller, to the exceptions set forth in Sections 4 and 5 hereof Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date; (ii) All all documents specified in Section 8 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 the 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 the Seller shall have delivered and released to the Purchaser, the Trustee Purchaser 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 beits designee, all documents documents, funds and funds other assets required to be so delivered thereto on or before the Closing Date pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and Servicing Files for 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 all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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 by it after the Closing Date; (vi) The the Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) the Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1; and (viiviii) Neither neither the Underwriting Agreement nor 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. The closing of the sale of the Mortgage Loans (the "Closing") 10.1 This transaction shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the following conditions, which can only be waived or modified completed by mutual consent of the parties hereto. no later than 4:00 p.m. (iEastern Standard Time) 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 on the Closing Date;. Upon completion, vacant possession of the Property shall be given to the Purchaser unless otherwise provided for in this Agreement. 10.2 The Purchaser's solicitor and Nation's solicitor are hereby authorized by the parties to enter into a document registration agreement in the form recommended from time to time by the Law Society of Upper Canada (ii) All documents specified in Section 8 of this Agreement (hereinafter referred to as the "Closing DocumentsDRA"), in such forms as are agreed upon establishing the procedures and reasonably acceptable timing for completing this transaction. The parties acknowledge that the delivery and exchange of documents and money, and the release thereof to the Purchaser Nation 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, shall not occur contemporaneously with the registration of the Transfer, but instead shall be governed by the DRA, pursuant to which the solicitor receiving any documents and/or certified funds will be required to hold same in escrow, and will not be entitled to release same except in strict accordance with the provisions of the DRA. 10.3 Each of the parties hereto agrees that the delivery of any documents not intended for registration on title to the Property may be delivered to the other party hereto or its solicitor by facsimile transmission (or by a similar electronic system reproducing the original), provided that all documents so transmitted have been duly and properly executed by the appropriate parties/signatories thereto. The party transmitting any such documents shall also deliver the originals of same to the recipient party or to its solicitor by overnight courier sent on the closing date, if same has been so requested by the recipient party or by its solicitor. 10.4 Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed by the parties hereto that an effective tender shall be deemed to have been validly made by either party (in this section called the "Tendering Party") upon the other party (in this section called the "Receiving Party") when the solicitor for the Tendering Party has: (a) delivered all applicable closing documents, keys and/or funds required to the Receiving Party's solicitor in accordance with the provisions of this Agreement and the DRA. In particular, money may be so delivered pursuant tendered by sending a copy of a bank draft or cheque certified by a Chartered Bank, Trust Company, Province of Ontario Savings Office, Credit Union or Caisse Populaire by fax to Sections 2(c)the Receiving Party's solicitor and keys may be tendered by the Tendering Party's solicitor confirming to the Receiving Party's solicitor in writing that the Tendering Party's solicitor is in possession of at least one key to the property, 2(d) and 2(e) hereofif applicable; (ivb) The result of any examination of advised the Mortgage Files and Servicing Files solicitor for the Mortgage Loans performed by or on behalf of Receiving Party, in writing, that the Purchaser pursuant Tendering Party is ready, willing and able to Section 3 hereof shall be satisfactory to complete the Purchaser transaction in its reasonable determination; (v) All other accordance with the terms and conditions provisions 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 (viic) Neither has completed all steps required by the Certificate Purchase Agreement nor Teraview Electronic Registration System ("TERS") in order to complete this transaction that can be performed or undertaken by the Underwriting Agreement shall Tendering Party's solicitor without the cooperation or participation of the Receiving Party's solicitor, and specifically when the Tendering Party's solicitor has electronically "signed" the Transfer/Deed of Land for "completeness" (but not for "release") where possible without the cooperation of the Receiving Party’s solicitor and granted "access" to the Receiving Party's solicitor (as each of those terms are understood within TERS), all without the necessity of personally attending upon the Receiving Party or the Receiving Party's solicitor with the aforementioned documents, keys and/or funds, and without any requirement to 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 an independent witness evidencing the Purchaser to purchase the Mortgage Loans on the Closing Dateforegoing.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetOne World Financial Center, Suite 2400New York, Charlotte, NY 10281 ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.A.M., ▇▇▇▇▇ew Yor▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. 20.1. The closing of the sale of the Mortgage Loans transfers and deliveries to be made pursuant to this agreement (the "Closing") shall be held made by and take place at the offices of Cadwaladerthe 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, Wickersham & Taft LLPdelivered and executed simultaneously, 227 West Trade Streetand no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, Suite 2400delivered and executed. 20.2. Any copy, Charlottefacsimile 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, Allmon shall de▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.to the Exchange Agent in satisfactory form, ▇▇▇▇▇if not already delivered to World-Am: (I) A list of the holders of record of the shares of Allmon Common S▇▇▇▇ ▇▇▇▇eing exchanged, ▇▇ with an itemization of the number of shares held by each, the address of each holder, and the aggregate number of shares of World-Am 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 Allmon; (iv) Certified copies of the resolutions of the board of directors of Allmon authoriz▇▇▇ ▇▇▇▇▇▇e execution of this agreement and the consummation of the Merger; (v) The Allmon Financia▇ ▇▇▇▇. ▇▇e Closing shall be subject to each ements; (vi) Secretary's certificate of incumbency of the following officers and directors of Allmon; (vii) Any document as may be specified herein or required to satisfy the 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 Agreementenumerated elsewhere herein; 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetTr▇▇▇ ▇▇▇▇▇▇, Suite S▇▇▇▇ 2400, Charlotte▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇the Closing Date. ▇▇e The Closing shall be subject to each of the 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, 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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 Private Placement Agency 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. The (a) At the closing on (i) the date of the closing of the sale purchase by the Non-Transferor Member or the Third Party Purchaser, (as applicable, the “ROFO Recipient”), of the Mortgage Loans Transferor Member’s Interests which is the subject of a the right of first offer in accordance with Section 12.2 above (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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 “ROFO Closing Date; ”), or (ii) All documents specified the Buy/Sell Closing Date in accordance with Section 8 of this Agreement 12.1 above, (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 the “Closing Date”) the Transferor Member (on the ROFO Closing Date), or Buy/Sell Seller (on the Buy/Sell Closing Date), respectively, (as the case may be, the “Seller”), shall execute and funds required deliver to the ROFO Recipient, or Buy/Sell Purchaser, respectively (as the case may be, the “Purchaser”), an assignment of the Seller’s Interest (or with respect to the ROFO Closing Date, such portion of such Seller’s Interest which is subject to the assignment) (which assignment shall warrant Seller’s ownership of the Interest being sold to be so delivered pursuant to Sections 2(c), 2(dfree and clear of all liens and other encumbrances) and 2(e) hereof;such other instruments as the Purchaser may reasonably require, to give it good and lien free title to all of the Seller’s right, title and interest in the Company, subject to the terms of this Agreement. If the Purchaser has elected to have the Seller convey the Seller’s Interest to a designee or nominee of the Purchaser, the Company shall thereafter continue. In such event, the Purchaser and the Company shall indemnify the Seller against claims and liabilities of the Company arising after the date of such conveyance. (ivb) The result of any examination On the Closing Date, if the Purchaser is the remaining Member, then the Purchaser shall, at its option, either (i) obtain a full release of the Mortgage Files and Servicing Files for Seller (or a partial release in the Mortgage Loans performed by or on behalf of event 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 Seller continues to be complied with on or before a Member after the Closing Date shall have been complied within connection with the sale of a partial Interest to the Third Party Purchaser) from all liability, and direct or contingent, by all holders of all Company and/or Subsidiary debts, obligations or claims against the Seller shall have for which the ability Seller is or may be personally liable with respect to comply with all terms the period from and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date; (vi, except for any debts, obligations or claims which are fully insured by a public liability insurer(s) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable reasonably acceptable to the Purchaser Seller; or otherwise pursuant (ii) cause all such debts, obligations or claims to this Agreement; and (vii) Neither the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated be paid 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 full on the Closing Date. (c) In the event of a contemplated transfer to take place pursuant to Section 12.1 or Section 12.2 of this Agreement, the Seller shall be entitled to receive distributions of available cash for the period ending at 11:59 p.m. of the day immediately preceding the Closing Date. All provisions allocating profits, losses, gains, deductions and credits for tax purposes shall remain in effect through the Closing Date.

Closing. The closing consummation of the sale of the Mortgage Loans Sale (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham ▇▇▇▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇located at ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of , at 10:00 A.M., Pacific time, on the following conditions, which can only be waived or modified by mutual consent of the parties hereto. later of: (i) All of the representations Merger Closing Date 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 the date on which the last to be fulfilled or waived of the conditions set forth in Section 8 of Article VI shall be satisfied or waived in accordance with this Agreement (other than those conditions that by their nature are to be satisfied at the "Closing Documents")Closing, in such forms as are agreed upon and reasonably acceptable but subject to the fulfillment or waiver of those conditions) or at such other place and time and/or on such other date as Seller and Purchaser and Sellermay agree (the date on which the Closing is completed, shall be duly executed and delivered by all signatories as required pursuant the “Closing Date”). Notwithstanding the foregoing, if any of the conditions set forth in Article VI is not satisfied or waived on or prior to the respective terms thereof; Closing with respect to any particular Purchased Entity (iiieach, a “Delayed Sale Entity”) The Seller shall but all such conditions as relates to any other Purchased Entity or Purchased Entities have delivered and released been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the Purchaserfulfillment or waiver of those conditions) at that time, then the Trustee Sale shall proceed with respect to such Purchased Entity 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 withPurchased Entities, and the Seller Sale of the Delayed Sale Entity shall have not occur unless and until the ability to comply with all terms and conditions and perform all duties and obligations required date on which the last to be complied with fulfilled or performed after waived of the Closing Date; (vi) The Seller (conditions set forth in Article VI is satisfied 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 waived in accordance with its termsthis Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions). Both parties agree In such event and solely for purposes of the consummation of the Sale of any such Delayed Sale Entity, all references to use their commercially reasonable best efforts the “Closing” in this Agreement shall refer to perform their respective obligations hereunder in a manner that will enable the Purchaser such closing and all references to purchase the Mortgage Loans on the “Closing Date” shall refer to the date on which such closing is completed.

Closing. (a) The closing of the issuance and sale of the Mortgage Loans Purchased Shares by the Company to the Purchasers (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each ▇ concurrently with the consummation of the following conditions144A Offering, which can only provided that the other conditions to the Closing set forth in Article VII have then been satisfied or waived (if permitted) (other than those conditions that by their nature have to be waived satisfied at Closing), or modified by mutual consent of at such other place and time as the parties heretomay agree. The date on which the Closing will occur is referred to herein as the “Closing Date”. (b) At the Closing, the Company shall deliver, or cause to be delivered, to the Purchasers: (i) All certificates evidencing the Purchased Shares of each Purchaser registered in the representations and warranties name of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Datesuch Purchaser; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents")Ancillary Agreements to be executed by each party thereto, in such forms as are agreed upon other than the Purchasers and reasonably acceptable to the Purchaser and Sellertheir Affiliates, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofeach of such Persons; (iii) The Seller shall have delivered certified copies of the Amended Charter 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) hereofAmended Bylaws; (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 certificate referred to in Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;7.02(d); and (v) All such other terms documents and conditions of instruments as may reasonably be required to consummate the transactions contemplated by this Agreement required or any transactions contemplated by any Ancillary Agreement to be complied with on consummated at the Closing. (c) At the Closing, the Purchasers shall deliver, 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 cause to be complied with or performed after delivered, to the Closing DateCompany: (i) the Purchase Price, as provided in Section 2.01(b); (viii) The Seller the Ancillary Agreements to be executed by each of the Purchasers, duly executed by such Purchasers; (or an affiliate thereofiii) shall have paid or agreed the certificates referred to pay all fees, costs and expenses payable to the Purchaser or otherwise pursuant to this Agreementin Section 7.03(c); and (viiiv) Neither such other documents and instruments as may reasonably be required to consummate the Certificate Purchase transactions contemplated by this Agreement nor or any transactions contemplated by any Ancillary Agreement to be consummated at 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 DateClosing.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, LLP, 2 World Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both All parties hereto 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. The closing Subject to the satisfaction or waiver of the conditions set forth in Section 5 of this Agreement, the purchase and sale of the Mortgage Loans Shares shall take place at an initial closing (the "Initial Closing") and, if necessary, one or more additional closings subsequent to the Initial Closing (each a "Subsequent Closing," and together with the Initial Closing, each a "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlottethe Company's counsel, ▇▇▇▇▇▇▇▇▇▇, Keen & ▇▇▇▇▇▇▇, Radnor Court, Suite 160, ▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing Radnor, Pennsylvania, 19087, upon the acceptance by the Company of each Purchaser's purchase of the Shares; provided, however, that, at the Initial Closing, the Company shall be subject required to each receive gross proceeds of a minimum of $17,500,000 from sales of the following conditionsShares to all Purchasers in connection with the Offering. On or prior to the applicable Closing, which can only be waived or modified by mutual consent each Purchaser shall (a) execute this Agreement and the Registration Rights Agreement, together with such other documents relating to the purchase of the parties hereto. Shares as the Company may reasonably request, and deliver the same to EGE to be held in escrow pending the Closing, and (ib) All deliver, by wire transfer or other form of payment in same day funds the representations and warranties amount of such Purchaser's Aggregate Subscription Amount, to the Seller and escrow account established by EGE at Wachovia Bank as escrow agent (the "Escrow Agent") pursuant to the terms 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 that certain Escrow Agreement (the "Closing DocumentsEscrow Agreement"), dated as of July 9, 2003, by and among the Company, the Escrow Agent and the Placement Agents in the form attached as Exhibit A hereto. Upon each Closing, (i) the Company shall execute this Agreement and the Registration Rights Agreement, together with such other documents relating to the purchase of the Shares as the Purchasers may reasonably request, and deliver the same to each Purchaser in such forms as are agreed upon Closing, (ii) Placement Agents shall release each such Purchaser's executed Agreement, Registration Rights Agreement and reasonably acceptable other documents to the Purchaser Company and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller the Escrow Agent shall have delivered and released release the funds in the escrow account to the Company. Within three business days after the Closing, the Company shall deliver to each Purchaser a stock certificate registered in the name of the Purchaser, representing the Trustee or a Custodian, or number of Shares purchased by the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementPurchaser, 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 computed 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 Date2.1 hereof.

Closing. The (a) Subject to the satisfaction or, when permissible, waiver of the conditions set forth in Article VII, the closing of the sale of the Mortgage Loans transactions contemplated by this Agreement (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or remotely via the electronic exchange of closing deliveries), commencing at 10:00 a.m. local time (a) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Article VII (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) is satisfied or, when permissible, waived, or (b) on such other date or at such other time or place as the Parties may mutually agree upon in writing. ▇▇e The Closing shall be subject effective for all purposes at 11:59 p.m. local time on the Closing Date. (b) At the Closing, Seller shall deliver, or cause to each of be delivered, to Buyer the following conditions, which can only be waived or modified by mutual consent of the parties hereto.following: (i) All a signature page counterpart to the Assignment and Assumption Agreement, duly executed by Seller; (ii) evidence of resignations or removals, effective as of the representations and warranties Closing, of each of the Seller directors, managers and officers of the Purchaser specified Company Entities appointed or designated to such positions by Seller or its Affiliates with respect to whom Buyer has delivered written notice requesting resignation or removal at least ten (10) Business Day prior to the Closing; (iii) a duly executed FIRPTA Certificate and any additional certification of non-foreign status required pursuant to Code Section 1446(f) in Sections 4 and 5 hereof the form prescribed by Notice 2018-29; provided, that Buyer’s sole right if Seller fails to provide such certificates shall be true to make appropriate withholding under Sections 1445 and correct 1446 of the Code; (iv) a signature page counterpart to the Transition Services Agreement, duly executed by Seller; (v) the certificate referred to in Section 7.3(c); (vi) certificates, dated as of the Closing Date; (ii) All documents specified in Section 8 , of this Agreement (the "Closing Documents")an officer of Seller and each Affiliate of Seller that is party to a Transaction Document certifying, in each case, (A) that appended to such forms certificate is a true and correct copy of the resolutions of the management committee or other authorizing body, as appropriate, of such entity, authorizing the execution, delivery and performance of each Transaction Document to be executed, delivered and performed by such entity pursuant hereto; (B) the names and signatures of the duly elected or appointed officer(s) of such entity who are agreed upon authorized to execute and reasonably acceptable deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the organizational documents of such entity; and (D) a certificate of the relevant Governmental Authority of its jurisdiction of formation as to the Purchaser and Seller, shall be duly executed and delivered by all signatories good standing of such entity as required pursuant of a date as close 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 Agreementas reasonably practicable; and (vii) Neither a copy of the Certificate Purchase Agreement nor certificate of formation or equivalent formation document of each of Seller and its Affiliates party to a Transaction Document certified by the Underwriting Agreement relevant Governmental Authority of its jurisdiction of formation as of a date as close to the Closing Date as is reasonably practicable. (c) At the Closing, Buyer shall have been terminated deliver, or cause to be delivered, to Seller the following: (i) a signature page counterpart to the Transition Services Agreement, duly executed by Buyer; (ii) A signature page counterpart to the Assignment and Assumption Agreement; (iii) the certificate referred to 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 Section 7.2(d); (iv) certificates, dated as of the Closing Date, of an officer of Buyer and of each Affiliate of Buyer that is party to a Transaction Document certifying, in each case, (A) that attached or appended to such certificate is a true and correct copy of the resolutions of the board of directors or other authorizing body, as appropriate, of such entity, authorizing the execution, delivery and performance of each Transaction Document to be executed, delivered and performed by such entity pursuant hereto; (B) the names and signatures of the duly elected or appointed officer(s) of such entity who are authorized to execute and deliver the Transaction Documents to which such entity is a party; (C) true and complete copies of the organizational documents of such entity; and (D) a certificate of the relevant Governmental Authority of its jurisdiction of formation as to the good standing of such entity as of a date as close to the Closing Date as reasonably practicable; and (v) a copy of the certificate of formation or equivalent formation document of each of Buyer and its Affiliates party to a Transaction Document certified by the relevant Governmental Authority of its jurisdiction of formation as of a date as close to the Closing Date as is reasonably possible.

Closing. (a) The closing of the sale of the Mortgage Loans Share Exchange (the "“Closing"”, and the date on which the Closing occurs, the “Closing Date”) shall be held at take place via the offices remote exchange of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to documents and signatures on a date as soon as possible but in any event no later than the fifth (5th) Business Day after the satisfaction or valid waiver by the relevant Party of each of the following conditionsconditions set forth in Section 5.1, which can only Section 5.2 and Section 5.3 (except for the conditions that by their nature are to be waived satisfied at the Closing, but subject to the satisfaction or modified waiver of those conditions at the Closing), or at such other time and place as collectively agreed by mutual consent of the parties heretoBuyer and the Seller. (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) All all of the representations Consideration Shares and warranties the scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf of the Seller Buyer and registered in the name of the Purchaser specified in Sections 4 and 5 hereof Seller, the original copy of which shall be true and correct as of delivered to the Seller within five (5) Business Days following the Closing Date; (ii) All documents specified in Section 8 a certified true copy of this Agreement (an excerpt of the "Closing Documents")register of members of the Buyer, in such forms as are agreed upon and reasonably acceptable to reflecting the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to ’s ownership of the respective terms thereofConsideration Shares; (iii) The Seller shall have delivered a scanned copy of the board of directors’ resolutions of the Buyer, approving and released to the Purchaserconsenting to, among other things, the Trustee or execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a Custodianparty, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling transactions contemplated hereby 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) hereofthereby; (iv) The result of any examination of a receipt issued by the Mortgage Files and Servicing Files for the Mortgage Loans performed by CSRC or on behalf of the Purchaser pursuant to Section 3 hereof shall be other proof reasonably satisfactory to the Purchaser in its reasonable determination;Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer and accepted by the CSRC on the Closing Date; and (v) All other terms a certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in Section 5.1 and conditions of this Agreement Section 5.2; (vi) to the extent not previously delivered, such documents, instruments and items required to be complied delivered in connection with on the fulfillment of the conditions specified in Section 5.1 and Section 5.2. (c) At the Closing, the Seller shall deliver or before cause to be delivered to the Closing Date shall have been complied withBuyer: (i) all of the Sale Shares, and the Seller scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall have be delivered to the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after Buyer within five (5) Business Days following the Closing Date; (ii) a certified true copy of the register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (v) a scanned copy of the directors’ resolutions of the Seller, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated hereby and thereby; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all feesa certificate executed by a duly authorized officer of the Seller, costs and expenses payable certifying to the Purchaser or otherwise pursuant to this Agreementfulfillment of the conditions specified in Section 5.1 and Section 5.3; and (vii) Neither to the Certificate Purchase Agreement nor extent not previously delivered, such documents, instruments and items required to be delivered in connection with the Underwriting Agreement fulfillment of the conditions specified in Section 5.1 and Section 5.3. (d) At the Closing, the Seller shall, and shall have been terminated cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a such manner that will enable as the Purchaser to purchase Buyer requires and all online banking u-keys of the Mortgage Loans on Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Closing DateTarget Co. Group Companies.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All of the representations and warranties of each of the Seller and of the Purchaser specified in Sections made pursuant to Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) All documents specified in Section 8 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, the Trustee Purchaser 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 beits designee, all documents documents, funds and funds other assets required to be so delivered thereto pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and Servicing Files for 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 withwith 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 by it after the Closing Date; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1; and (viiviii) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. (a) The closing issuance of the sale of the Mortgage Loans (the "Closing") Notes to be subscribed by each Purchaser shall be held occur at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇, ▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , at 10:00 a.m. London, United Kingdom (the “Closing”) as set forth below. (b) The Closing shall take place on May 24, 2019, or on such other date as may be subject agreed upon by the Purchasers and the Company (such date, the “Purchase Date”). (c) On the date hereof, the Company shall deliver to the Agent an irrevocable purchase request substantially in the form of Exhibit J (a “Purchase Request”), specifying the principal amount of the Notes to be subscribed in the amount of the Euro equivalent of U.S.$300,000,000, to be converted at the Exchange Rate on May 2, 2019, or on such other date as may be agreed upon by the Purchasers and the Company (such date, the “Conversion Date”). Promptly following determination of the principal amount of the Notes in accordance with this clause (c), the Agent shall advise the Company and each Purchaser of the details thereof. (d) At the Closing, with respect to each of the following conditionsNotes, 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 Company will deliver to the Purchaser and SellerAgent or each Purchaser, shall be duly executed and delivered as notified by all signatories as required pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the such Purchaser, the Trustee applicable Notes to be subscribed by such Purchaser in the form of a single Note (or a Custodiansuch greater number of Notes in denominations of at least €100,000 as such Purchaser may request) dated the Purchase Date, and registered in such Purchaser’s name (or in the name of its nominee), against delivery by the Agent or otherwise to the Company or its order of the Purchase Price by wire transfer of immediately available funds for the account of the Company to the account notified by the Company to the Agent in writing. If at the Closing, the Company shall fail to tender such Notes as provided above in this Article 3, or any of the Master Servicer conditions specified in Article 4 shall not have received been fulfilled to hold in trust pursuant to the Pooling and Servicing such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, as without thereby waiving any rights such Purchaser may have by reason of such failure by the case may be, all documents and funds required Company to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; (iv) The result of tender such Notes or any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser pursuant conditions specified in Article 4 not having been fulfilled 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 Datesuch Purchaser’s satisfaction.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e The Closing shall be subject to each of the 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, 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. (a) The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held take place at the offices of CadwaladerSkadden, Wickersham & Taft LLPArps, 227 West Trade Street, Suite 2400, CharlotteSlate, ▇▇▇▇▇▇▇ & ▇▇▇oli▇▇ ▇8202 aLLP, ▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇▇▇, on the same day as the date on which the Rexam Transaction is consummated (but after the consummation of the Rexam Transaction); provided that if each of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to each the satisfaction or waiver of those conditions) shall not have been satisfied as of such date, then the following conditionsClosing shall occur on the first (1st) Business Day after such conditions shall have been satisfied or waived, or at such other time or date as Purchaser and Seller may mutually agree in writing (the date on which can only be waived or modified by mutual consent of the parties heretoClosing occurs, the “Closing Date”). (b) The Parties acknowledge and agree that in order to comply with applicable Law in the jurisdictions where the Purchased Assets are located, the Closing may take place at a different date and time in different jurisdictions. In particular, the Parties acknowledge and agree that (i) All conditions to the transfer of (x) the representations French and warranties Spanish Shares set forth in the French Offer Letter or (y) the Dutch Shares set forth in the Dutch Offer Letter may, in each case, be satisfied after the conditions to the transfer of other Purchased Assets set forth in Article VII have been satisfied and in any such case Closing shall take place with respect to all Purchased Assets other than the Seller French and of Spanish Shares and/or Dutch Shares, as applicable (the Purchaser specified in Sections 4 “First Closing”), and 5 hereof shall be true and correct as of the Closing Date; (ii) All (x) the consummation of the sale of the French and Spanish Shares (the “France Closing”) shall occur in accordance with the terms of the French Offer Letter and (y) the consummation of the sale of the Dutch Shares (the “Dutch Closing”) shall occur in accordance with the terms of the Dutch Offer Letter. The Parties further acknowledge and agree that (1) subject to the subsequent clause (2) of this sentence, all actions and documents specified relating to the transfer of the French and Spanish Shares and/or the Dutch Shares, as applicable (including, for the avoidance of doubt, any Foreign Closing Documents relating to the French and Spanish Shares and/or the Dutch Shares, as applicable), shall not be required to be taken or delivered at the First Closing but only at the France Closing and/or the Dutch Closing, as applicable; (2) all references to Net Debt, Purchased Working Capital and any other items taken into account in the Purchase Price adjustment in accordance with this Agreement shall not be adjusted to reflect the exclusion of the French and Spanish Shares and the Dutch Shares, as applicable, at the First Closing but shall be reflected as if the France Closing and the Dutch Closing shall have occurred at the First Closing; and (3) unless otherwise indicated in this Section 1.11(b), all references to the Closing in this Agreement shall be deemed to refer to the First Closing. To the extent that the France Closing and/or the Dutch Closing shall not have occurred simultaneously with the First Closing, the covenants set forth in Article IV (other than Sections 4.2, 4.3(d), 4.4, 4.5, 4.9, 4.10, 4.12, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20) shall apply with respect to the French and Spanish Entities or the Dutch Entities (as applicable) from the date of the France Acceptance Notice or Dutch Acceptance Notice (as applicable) until the France Closing or Dutch Closing (as applicable); provided, however, that (y) in no event shall any violation of such covenants during the period following the First Closing until the France Closing or Dutch Closing (as applicable) affect the requirement to effect the France Closing or Dutch Closing (as applicable) but shall only result, if applicable, in a claim for indemnification under Section 9.2(a)(i)(i)(B) or Section 9.2(b)(i)(B), as applicable, and (z) for the purposes of the covenants set forth in Section 8 4.7 only, the French and Spanish Entities and Dutch Entities shall be deemed to be Purchased Entities only upon occurrence of the France closing and Dutch Closing (as applicable). (c) Subject to Section 1.11(b), for the purposes of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the unless Purchaser and SellerSeller agree otherwise, the Closing shall be duly executed and delivered by all signatories as required pursuant deemed 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 occurred at 12:01 A.M. local time 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 each applicable jurisdiction on the Closing Date, or, if the Rexam Transaction shall have been consummated on the Closing Date, one minute after consummation of the Rexam Transaction.

Closing. The (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver (to the extent permitted by applicable law) of all of the conditions set forth in Article VII, the closing of the sale Merger and the Asset Purchase (the “Closing”), shall take place at 10:00 a.m. on a date to be specified by the Parties, which shall be no later than two Business Days following the satisfaction or waiver (to the extent permitted by applicable law) of all of the Mortgage Loans conditions set forth in Article VII other than such conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver (to the extent permitted by applicable law) of those conditions (the "Closing") shall be held “Closing Date”), at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e Closing shall be subject ▇ ▇▇▇▇ ▇▇▇▇▇, unless another date, place or time is agreed to each in writing by the Parties. (b) Subject to fulfillment or waiver of the following conditionsconditions set forth in Article VII, which can only be waived or modified by mutual consent at the Closing, Parent shall deliver to the Company all of the parties hereto.following: (i) All a certificate executed on behalf of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct Parent by an officer thereof, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company certifying as to the incumbency and signatures of the officers of Parent executing this Agreement; and (ii) the certificate contemplated by Section 7.3(a). (c) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, each of Merger Subsidiary and Acquisition Subsidiary shall deliver to the Company all of the following: (i) a copy of the Certificate of Incorporation of Merger Subsidiary with all amendments thereto certified as of a recent date by the Secretary of State of the State of Delaware; (ii) All documents specified in Section 8 a certificate of this Agreement (good standing of Merger Subsidiary, issued as of a recent date by the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to Secretary of State of the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofState of Delaware; (iii) The Seller shall have delivered a certificate of the Secretary or an Assistant Secretary of each of Merger Subsidiary and released Acquisition Subsidiary, dated as of the Closing Date, in form and substance reasonably satisfactory to the PurchaserCompany, certifying as to (A) the Trustee Certificate of Incorporation and the Bylaws of Merger Subsidiary or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementAcquisition Subsidiary, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d(B) the incumbency and 2(e) hereof; (iv) The result of any examination signatures of the Mortgage Files and Servicing Files for officers of Merger Subsidiary or Acquisition Subsidiary, as 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 withcase may be, 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 executing this Agreement; and (viiiv) Neither the certificate contemplated by Section 7.3(a). (d) Subject to fulfillment or waiver of the conditions set forth in Article VII, at the Closing, the Company shall deliver to Parent, Merger Subsidiary and Acquisition Subsidiary all of the following: (i) a ▇▇▇▇ of sale, duly executed on behalf of the Company, in the form attached hereto as Exhibit D, and short form assignments of trademarks in the form attached hereto as Exhibit D-1 (collectively, the “Asset Purchase Documents”), subject to the proviso in Section 2.4; (ii) a copy of the Amended and Restated Certificate Purchase Agreement nor of Incorporation of the Underwriting Agreement shall have been terminated in accordance Company with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in all amendments thereto, certified as of a manner that will enable recent date by the Purchaser to purchase Secretary of State of the Mortgage Loans on State of Delaware; (iii) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware; (iv) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent certifying as to (A) the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, and (C) the incumbency and signatures of the officers of the Company executing this Agreement; (v) the certificate contemplated by Section 7.2(f); and (vi) a certificate executed on behalf of the Company’s transfer agent as to the number of issued and outstanding shares of Company Common Stock.

Closing. (a) The closing of the sale of the Mortgage Loans Share Exchange (the "“Closing"”, and the date on which the Closing occurs, the “Closing Date”) shall be held at take place via the offices remote exchange of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to documents and signatures on a date as soon as possible but in any event no later than the fifth (5th) Business Day after the satisfaction or valid waiver by the relevant Party of each of the following conditionsconditions set forth in Section 5.1, which can only Section 5.2 and Section 5.3 (except for the conditions that by their nature are to be waived satisfied at the Closing, but subject to the satisfaction or modified waiver of those conditions at the Closing), or at such other time and place as collectively agreed by mutual consent of the parties heretoBuyer and the Seller. (b) At the Closing, the Buyer shall deliver or cause to be delivered to the Seller: (i) All all of the representations Consideration Shares and warranties the scanned copy of share certificate(s) representing the Consideration Shares, duly executed on behalf of the Seller Buyer and registered in the name of the Purchaser specified in Sections 4 and 5 hereof Seller, the original copy of which shall be true and correct as of delivered to the Seller within twenty-five (25) Business Days following the Closing Date; (ii) All documents specified in Section 8 a certified true copy of this Agreement (an excerpt of the "Closing Documents")register of members of the Buyer, in such forms as are agreed upon and reasonably acceptable to reflecting the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to ’s ownership of the respective terms thereofConsideration Shares; (iii) The Seller shall have delivered a scanned copy of the board of directors’ resolutions of the Buyer, approving and released to the Purchaserconsenting to, among other things, the Trustee or execution, delivery and performance of this Agreement and any other Transaction Document to which the Buyer is a Custodianparty, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling transactions contemplated hereby 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) hereofthereby; (iv) The result of any examination of a receipt issued by the Mortgage Files and Servicing Files for the Mortgage Loans performed by CSRC or on behalf of the Purchaser pursuant to Section 3 hereof shall be other proof reasonably satisfactory to the Purchaser in its reasonable determination;Seller, which shall evidence that, the CSRC Filling have been duly submitted by the Buyer within 3 business days after the Closing Date; and (v) All other terms a certificate executed by a duly authorized officer of the Buyer, certifying to the fulfillment of the conditions specified in Section 5.1 and conditions of this Agreement Section 5.2; (vi) to the extent not previously delivered, such documents, instruments and items required to be complied delivered in connection with on the fulfillment of the conditions specified in Section 5.1 and Section 5.2. (c) At the Closing, the Seller shall deliver or before cause to be delivered to the Closing Date shall have been complied withBuyer: (i) all of the Sale Shares, and the Seller scanned copy of share certificate(s) representing the Sale Shares, duly executed on behalf of Target Co. and registered in the name of the Buyer, the original copy of which shall have be delivered to the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after Buyer within five (5) Business Days following the Closing Date; (ii) a certified true copy of the register of members of Target Co., reflecting the Buyer’s ownership of the Sale Shares; (iii) a scanned copy of the resignation letters duly executed by such director(s) of Target Co. nominated by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (iv) a scanned copy of the instrument of transfer evidencing the transfer of the Sale Shares to the Buyer, substantially in the form of Exhibit A, duly executed by the Seller, the original copy of which shall be delivered to Target Co.’s registered agent within five (5) Business Days following the Closing Date; (v) a scanned copy of the directors’ resolutions of the Seller, approving and consenting to, among other things, the execution, delivery and performance of this Agreement and any other Transaction Document to which the Seller is a party, and the transactions contemplated hereby and thereby; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all feesa certificate executed by a duly authorized officer of the Seller, costs and expenses payable certifying to the Purchaser or otherwise pursuant to this Agreementfulfillment of the conditions specified in Section 5.1 and Section 5.3; and (vii) Neither to the Certificate Purchase Agreement nor extent not previously delivered, such documents, instruments and items required to be delivered in connection with the Underwriting Agreement fulfillment of the conditions specified in Section 5.1 and Section 5.3. (d) At the Closing, the Seller shall, and shall have been terminated cause the relevant Target Co. Group Companies to, deliver (or cause to be delivered) to the Buyer (i) all chops and seals of the Target Co. Group Companies, including all company chops, financial chops, contract chops and other chops and seals (if any), (ii) all books, accounts records, tax files, tax reports and any other similar documents of the Target Co. Group Companies, (iii) all documents necessary to change the bank mandates of the Target Co. Group Companies in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a such manner that will enable as the Purchaser to purchase Buyer requires and all online banking u-keys of the Mortgage Loans on Target Co. Group Companies, and (iv) all licenses, Permits, physical assets and contracts of the Closing DateTarget Co. Group Companies.

Closing. The closing sale and purchase of the sale of the Mortgage Loans (the "Closing") Purchased Shares shall be held completed at the offices office of Cadwalader, Wickersham & Taft WeirFoulds LLP, 227 West Trade StreetSuite 1600, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 2:00 PM on January 27, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing 2005, at which time and place: (a) Macnor shall table for delivery to AEI assignments whereby good and marketable title to the Purchased Shares free of encumbrance shall be transferred to AEI, subject to each approval and execution of the following conditions, which can only be waived transaction by the shareholders meeting of SRO and participation of AEI in it as outlined in 4 (c); (b) Macnor shall table for delivery to AEI a certificate attesting to the continued truth and validity of their representations and warranties contained in this Agreement; (c) Macnor shall table for delivery to AEI a release of all claims against SRO; (d) Macnor shall undertake to provide any required approvals or modified by mutual consent consents of the parties hereto.government of the Czech Republic to the completion of the Transaction if any; (e) AEI shall table for delivery to Macnor certificates representing the AEI Shares and the AEI Warrants; (f) AEI shall table evidence that Shareholder Approval is still in effect, and that the Fairness Opinion is still in force unamended; (g) AEI shall table for delivery to Macnor a certificate attesting to the continued truth and validity of their representations and warranties contained in this Agreement; (h) there shall be tabled an opinion of Czech counsel on such matters related to SRO and the Transaction as AEI may reasonably request; (i) All of Macnor shall deliver 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 Escrow Agreement, as along with the case may be, all documents and funds required 2,500,000 AEI Shares to be so delivered pursuant to Sections 2(c)deposited thereunder, 2(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files duly endorsed in blank 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 Agreementtransfer; and (viij) Neither there shall be tabled, executed and delivered such other documents as may be appropriate or necessary for the Certificate Purchase Agreement nor completion of the Underwriting Agreement Transaction. All of such documents shall be in such form as the parties and their counsel may determine to be appropriate; all deliveries shall be deemed to have been made concurrently; and the Transaction shall be deemed to have been completed only when all deliveries 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 Datemade as provided above.

Closing. (a) The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held take place at the offices of CadwaladerWachtell, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, CharlotteLipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall , at 10:00 a.m., New York time, on the third (3rd) Business Day after all of the conditions set forth in Article VIII (other than those conditions that by their nature can only be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) are satisfied or waived, but subject to Section 5.14(h), or at such other place, time or date as may be mutually agreed upon in writing by each Seller and Purchaser (the “Closing Date”); provided that in respect of each of the following conditionsForeign Transferred Companies, which can only the Closing shall take place at such other place in the relevant jurisdiction as may be waived or modified mutually agreed upon in writing by mutual consent of each Seller and Purchaser. (b) At the parties hereto.Closing: (i) All Sellers shall: (A) in respect of each Transferred Company that is not a Foreign Transferred Company and is not a Deferred Business, deliver to Purchaser certificates evidencing the Shares to the extent that such Shares are in certificate form, duly endorsed in blank or with stock powers duly executed in proper form for transfer, and with any required stock transfer stamps affixed thereto, or confirmations of book-entry transfer with respect to the Shares; (B) deliver a certificate, executed by Parent, setting forth the name of each holder of Shares and the number of Shares held by such Person; (C) in respect of each Foreign Transferred Company, execute and deliver to Purchaser the relevant Foreign Transfer and Acquisition Agreement to which such Seller is a party and, except in respect of any Deferred Business, any other documents required (1) by local Law under such Foreign Transfer and Acquisition Agreement or (2) to transfer the Shares of such Foreign Transferred Company; (D) deliver to Purchaser the certificate required to be delivered pursuant to Section 8.2(c); and (E) execute and deliver to Purchaser each of the representations and warranties of the Ancillary Agreements to which such Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Date;is a party. (ii) All documents specified Purchaser shall: (A) pay to Parent (or to an Affiliate designated by Parent) on behalf of and in Section 8 of this Agreement its capacity as agent for each Seller, by wire transfer, to an account or accounts designated by Parent (or by such Affiliate) prior to the "Closing Documents")Closing, in such forms as are agreed upon and reasonably acceptable immediately available funds, an aggregate amount equal (1) to the Purchaser and SellerPre-Adjustment Amount, shall be duly executed and delivered by all signatories as required pursuant to plus (2) the respective terms thereofClosing Adjustment (if the Closing Adjustment is a positive amount) less (3) the absolute value of the Closing Adjustment (if the Closing Adjustment is a negative amount) less (4) the Holdback Amount; (iiiB) The Seller shall have delivered and released deliver to Parent 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 certificate required to be so delivered pursuant to Sections 2(cSection 8.3(c), 2(d) and 2(e) hereof; (ivC) The result of any examination execute and deliver to Parent and Sellers each 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 determinationAncillary Agreements; (vD) All in respect of each Foreign Transferred Company, execute and deliver to Parent and Sellers the relevant Foreign Transfer and Acquisition Agreement and, except in respect of any Deferred Business, any other terms documents required by local Law under such Foreign Transfer 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 Acquisition Agreement; and (viiE) Neither pay to the Certificate Purchase Agreement nor Escrow Agent the Underwriting Agreement shall have been terminated Holdback Amount 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 Dateimmediately available funds.

Closing. The (a) Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale of the Mortgage Loans Purchase (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, S▇▇▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇& C▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. , ▇▇e Closing shall be subject to each ▇▇▇ ▇, ▇▇▇▇▇ World Trade Center, One Jianguo Menwai Avenue, Beijing, PRC, at 9:30 A.M., Beijing time, no later than the fifth (5th) Business Day following the date on which all of the following conditions, which conditions set forth in Article VI (other than those conditions that by their nature can only be waived satisfied at the Closing but subject to the satisfaction or modified waiver of such conditions) have been satisfied or waived, or at such other location, time or date as may be agreed upon in writing by mutual consent of the parties heretoSellers and the Purchaser (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing, in addition to the First Payment provided for in Section 2.2(a), the Purchaser shall deliver, or cause to be delivered, to the Sellers the following: (i) All of the representations and warranties of the Seller and of certificate to be delivered by the Purchaser specified in Sections 4 pursuant to Section 6.3(a) and 5 hereof shall be true and correct as of the Closing DateSection 6.3(b) hereof; (ii) All documents specified a receipt acknowledging the receipt of the items set forth in Section 8 2.3(c)(i) hereof; and (iii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. (c) At the Closing, each of this Agreement (the "Closing Documents")Sellers shall deliver, in such forms as are agreed upon and reasonably acceptable or cause to be delivered, to the Purchaser and Sellerthe following: (i) the certificate or certificates evidencing all of the Offshore Company Shares, shall be duly executed and delivered endorsed in blank or accompanied by share transfer forms duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (ii) the resolution of the board of directors of the Offshore Company authorizing the transfer of all signatories as required pursuant of the Offshore Company Shares to the respective terms thereofPurchaser; (iii) The Seller shall a certified copy of the register of members of the Offshore Company evidencing that all of the Offshore Company Shares have delivered and released been transferred to the Purchaser, ; (iv) 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 certificate to be so delivered pursuant to Sections 2(cSection 6.2(a), 2(dSection 6.2(b), Section 6.2(c) and 2(eSection 6.2(f) hereof; (ivv) The result written resignations of any examination each member of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf board of directors, except Shareholder A, of each of the Purchaser pursuant to Section 3 hereof shall be satisfactory to Company, the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before WFOE, the Closing Date shall have been complied with, Hong Kong Company 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 DateOffshore Company; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable to a receipt acknowledging receipt of the First Payment by the Purchaser or otherwise pursuant to this Agreementin full satisfaction of its obligations under Section 2.2(a) hereof; and (vii) Neither such other documents and instruments as may be reasonably required to consummate the Certificate Purchase Agreement nor transactions contemplated by this Agreement, including the Underwriting Agreement shall have been terminated items set forth 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 DateSchedule 2.3(c)(v).

Closing. (a) The closing obligation of each of the sale of Zhou Parties to consummate the Mortgage Loans (Closing is subject to the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇satisfaction or waiver by ▇▇. ▇▇e ▇▇ at or prior to the Closing shall be subject to each Date of the 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 Shen Parties set forth in Sections 4 and 5 hereof this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date; 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 true and correct in all material respects as of such earlier date, (ii) All documents specified ▇▇. ▇▇▇▇ has received all closing deliveries from the Shen Parties under Section 2.4, and (iii) each of the Shen Parties has performed in Section 8 of all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (b) The obligation of each of the 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 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 2.3, and (iii) each of the Zhou Parties has performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Subject to the satisfaction or waiver of the closing conditions set forth in this Section 2.2, the consummation of the Share Exchange (the "“Closing”) shall take place electronically on March 30, 2018 or at such other date and time as the Parties may mutually agree upon in writing (the “Closing Documents"Date”), . The Closing may be accomplished by facsimile or email (in such forms as are agreed upon and reasonably acceptable PDF format) transmission to the Purchaser Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. The Parties acknowledge and Seller, agree that all transactions occurring at the Closing shall be duly deemed to be taken, and all documents to be executed and delivered by all signatories as required pursuant to Parties at 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 Closing shall be satisfactory deemed 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 withexecuted and delivered, 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 simultaneously on the Closing Date, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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 Placement 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. The (a) Subject to the terms and conditions of this Agreement, the closing of the sale of the Mortgage Loans Shares to the Purchaser (the "“Closing"”) shall be held take place at the offices of CadwaladerSidley Austin, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇LLP located at ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e at 10:00 a.m. local time on December 8, 2016 (the “Target Closing shall be subject to each Date”), or, if any of the conditions to the Closing set forth in Article 5 (other than those which by their nature are to be satisfied at the Closing) have not been satisfied or waived by the party entitled to the benefit thereof by such date, then on the fifth (5th) Business Day following conditions, which can only be waived satisfaction or modified by mutual consent waiver of all of the parties heretoconditions to the Closing set forth in Article 5 (other than those which by their nature are to be satisfied at the Closing) or on such other date as is mutually agreeable to the Purchaser and the Selling Parties; provided, however, that if all such conditions are satisfied and all consents required to be obtained pursuant to Acquired Company Contracts have been obtained, then the Closing would take place on the fifth (5th) Business Day following the date on which all of the conditions have been satisfied or waived and all such consents have been obtained. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date.” (b) At the Closing, the Acquired Companies and the Selling Parties will deliver, or cause to be delivered, to the Purchaser: (i) All the Escrow Agreement, in the form attached hereto as Exhibit B, duly executed by the parties thereto; (ii) stock certificates representing the Shares, duly endorsed in blank or accompanied by duly executed in blank stock powers, and letters of transmittal in the form attached hereto as Exhibit F executed by each Selling Stockholder; (iii) a certificate (the “Closing Financial Certificate”), duly executed on behalf of each of the representations and warranties Acquired Companies by the chief financial officer of each such Acquired Company, containing, in each case as of the Seller close of business on the day immediately prior to the Closing Date: (a) the amount of each Transaction Expense that is unpaid and the Person to whom it is owed and a final invoice from each such Person in such amount noting that such amount constitutes the entire amount payable to such Person in connection with the Transactions; (b) the amount of each Change of Control Payment and the Person to whom it is owed; (c) the aggregate amount of Closing Indebtedness and the Person to whom it is owed, and attaching a payoff letter from each such Person in such amount, which payoff letter specifies that promptly following payment of such amount, such Person will release all security interests and encumbrances with respect to such indebtedness and terminate the underlying loan agreements and any associated guarantees; (d) the amount of Cash on Hand; (e) the Adjustment Amount; and (f) the representation and warranty of each of the Purchaser specified Acquired Companies that all of the information included in the Closing Financial Certificate is true and accurate as of the close of business on the day immediately prior to the Closing Date and, with respect to subclauses (a), (b) and (c), is also true and accurate as of the Closing; (iv) written resignations of all officers and directors of the Acquired Companies, effective as of the Closing; (v) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by each Selling Stockholder and, to the extent required by law, such Selling Stockholder’s spouse; (vi) (A) a statement with respect to the US Company (in such form as may be reasonably requested by counsel to the Purchaser) conforming to the requirements of Treasury Regulation Sections 4 1.897-2(h)(1)(i) and 5 hereof 1.1445-2(c)(3) that shall be true and correct dated as of the Closing Date; and (B) the notification required under Treasury Regulation Section 1.897-2(h)(2) (the “FIRPTA Notification”) with respect to the US Company, which shall be executed by the US Company; (iivii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and evidence reasonably acceptable satisfactory to the Purchaser that the guarantee by the US Company to Branch Banking and SellerTrust Company in respect of the loan from Branch Banking and Trust Company to Ateb Properties, shall be duly executed LLC has been released; and (viii) the documents and delivered certificates required by all signatories as Section 5.2(h). (c) At the Closing, promptly following receipt of the deliveries required pursuant to Section 1.4(b), the respective terms thereof; Purchaser will deliver or shall cause to be delivered by the Paying Agent (iiia) The Seller shall have delivered and released to the Selling Stockholders (in accordance with each Selling Stockholder’s Pro Rata Basis), (i) by wire transfer to their respective accounts as specified in their letters of transmittal, the amounts to be paid to the Selling Stockholders at Closing pursuant to Section 1.3 and (ii) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections, completed and properly executed by Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant (b) to the Pooling Escrow Agent, by wire transfer, the Escrow Amount, (c) to the Stockholders’ Agent, by wire transfer, the Stockholders’ Agent Expense Fund Amount, (d) to the Acquired Companies, (i) by wire transfer, the Option Consideration (to the extent then released and Servicing Agreement, as payable) for further distribution to the case may be, all Optionholders and (ii) the documents required by Sections 5.1(f) and funds required to be so delivered pursuant to Sections 2(c5.1(g), 2(d(e) 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 Acquired Companies, to such account or accounts as are specified in the applicable payoff letters, by wire transfer, the aggregate amount of the Closing Indebtedness, (f) on behalf of the Acquired Companies, to such account or accounts as are specified to Purchaser pursuant in the applicable invoices or other similar documentation, by wire transfer, the aggregate amount of the Transaction Expenses and (g) on behalf of the Acquired Companies, to Section 3 hereof shall be satisfactory such account or accounts as the Acquired Companies specify 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 withFinancial Certificate, and by wire transfer, the Seller shall have aggregate amount of 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 DateChange of Control Payments.

Closing. The closing of Unless this Agreement has been terminated and the sale of transactions contemplated herein have been abandoned pursuant to Article 6, the Mortgage Loans (the "Closing") shall Closing will be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, O▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ W▇▇▇▇ & D▇▇▇▇, ▇▇▇ LLP, Suite 3300, 4▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each , ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ at 10:00 a.m., local Minneapolis, Minnesota time on January 2, 2007, (or, if later, on a date no later than two Business Days after all of the following conditionsconditions set forth in Article 7 shall have been satisfied or waived (other than those conditions that by their terms are not capable of being satisfied or waived until the Closing)), which can only be waived or modified by mutual consent of such other place, time and date as the parties heretoshall agree in writing. The time and date on which the Closing is actually held is sometimes referred to herein as the “Closing Date”. All matters at the Closing will be considered to take place simultaneously and no delivery of any document will be deemed complete until all transactions and deliveries of documents are completed. (a) At the Closing, Seller shall deliver to Purchaser the following: (i) All Possession and control of the representations Purchased Assets, together with such bills of sale and warranties instruments of the Seller conveyance, transfer and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct assignment, dated as of the Closing Date, as shall be sufficient to transfer to and vest in Purchaser good and valid title to the Purchased Assets, free and clear of all Liens other than Permitted Liens, together with documents evidencing release of any Lien other than Permitted Liens on the Purchased Assets; (ii) All documents specified in Section 8 Certified copies of this Agreement (resolutions duly adopted by the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Boards of Directors of Parent and Seller, shall be duly executed and of Parent, as the sole shareholder of Seller, each authorizing the execution and delivery of this Agreement, the Ancillary Agreements (to the extent applicable) and all other documents being entered into or delivered by all signatories as required pursuant to the respective terms thereofParent and Seller, related to, or arising from, this Agreement; (iii) The An executed original of the License Agreement between Seller shall have delivered and released to Purchaser in the Purchaser, form of Exhibit 1.7(a)(iii) hereto (the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing “License 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 An executed original of the Mortgage Files Assignment 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 Assumption Agreement between Seller and Purchaser in its reasonable determinationthe form of Exhibit 1.7(a)(iv) hereto (the “Assignment and Assumption Agreement”); (v) All other terms An executed original of the Product Supply Agreement between Purchaser and conditions Seller in the form of this Agreement required to be complied with on or before Exhibit 1.7(a)(v)(A) hereto (the Closing Date shall have been complied with, “Product Supply Agreement”) and the Administrative Services Agreement between Purchaser and Seller shall have in the ability to comply form of Exhibit 1.7(a)(v)(B) hereto (the “Administrative Services Agreement,” collectively with all terms the Product Supply Agreement, the License Agreement and conditions the Assignment and perform all duties and obligations required to be complied with or performed after Assumption Agreement, the Closing Date“Ancillary Agreements”); (vi) The Seller Consents listed on Exhibit 1.7(a)(vi) hereto (or an affiliate thereofthe “Required Consents”); (vii) shall have paid or agreed to pay all feesLetters of Resignation, costs dated as of the Effective Time, in substantially the form of Exhibit 1.7(a)(vii) hereto from the officers and expenses payable directors of the Subsidiaries; (viii) Certified copies of the resolutions adopted by the corporate bodies of the Subsidiaries authorizing the transfer of the Transferred Equity Interests to the Purchaser and providing for the replacement of the officers and directors of the Subsidiaries by Purchaser’s appointees and the other matters set out on Exhibit 1.7(a)(viii); (ix) Executed stock transfer forms and certificates evidencing all outstanding equity of each of Laserscope UK and Laserscope France except for equity of Laserscope UK and Laserscope France not owned by Seller as disclosed on Section 2.2 of the Disclosure Schedule; (x) Such other duly executed agreements, deeds, certificates or otherwise pursuant other instruments of conveyance, transfer and assignment, including transfer tax registration forms, as shall be reasonably necessary, in the opinion of Purchaser, to effect the transactions contemplated by this Agreement; and (viixi) Neither All documents and instruments necessary to effect filings with any Governmental Authority which are required to properly register the Certificate Purchase Agreement nor products and relevant establishments in 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 Purchaser’s name, effective as of the Closing DateDate (for example, the Federal Food and Drug Administration and its overseas counterparts’ products and establishment licenses and environmental permits, etc.) in connection with the Aesthetics Business. (b) At the Closing, Purchaser shall deliver to Seller the following: (i) The cash portion of the Purchase Price specified in clause (a) of Section 1.4, by wire transfer of immediately available funds to a bank account designated by Seller and stock certificates representing the Stock Consideration; (ii) Certified copies of resolutions duly adopted by the Board of Directors of Purchaser, authorizing the execution and delivery of this Agreement, the Ancillary Agreements and all other documents being entered into or delivered by Purchaser, related to, or arising from, this Agreement; (iii) Executed originals of each of the Ancillary Agreements; (iv) Resale and/or other exemption certificates providing for an exemption of sales, use or other Transfer Taxes to the extent an exemption is available for any of the Purchased Assets; and (v) Such other duly executed agreements, deeds, certificates or other instruments of purchase and assumption as shall be reasonably necessary, in the opinion of Parent or Seller, to effect the transactions contemplated by this Agreement.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, One World Fi▇▇▇▇▇▇▇ ▇▇nte▇oli, ▇ew Yor▇, ▇▇▇ ▇8202 a▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇oli, New Yo▇▇, ▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) All of the representations and warranties of the Seller CWCapital Parties 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller CWCapital Parties 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of CadwaladerOrrick, Wickersham Herrington & Taft Sutcliffe LLP, 227 West Trade Street666 Fifth Avenue, Suite 2400New Yor▇, Charlotte, ▇▇▇ Yo▇▇ ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇t 10:▇▇ ▇.▇., New Yo▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e ▇ Closing shall be subject to each of the 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 Mortgage Loan Seller and of the Purchaser specified in Sections 4 and 5 hereof 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 reasonably acceptable to the Purchaser and SellerPurchaser, 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 PurchaserTrustee, the Trustee or a Custodian, Purchaser or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementPurchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2; (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 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 Mortgage Loan 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 Mortgage Loan Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the 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 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 reasonably acceptable to the Purchaser and SellerPurchaser, 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 PurchaserTrustee, the Trustee or a Custodian, Purchaser or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementPurchaser's designee, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2; (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 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 (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither the Underwriting Agreement nor either of the Certificate Purchase Agreement nor the Underwriting Agreement Agreements 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. The closing (a) Subject to the terms and conditions of this Agreement and the NewCo2 Subscription Agreement, the sale and purchase and issue of the sale of the Mortgage Loans Target Shares contemplated by this Agreement shall take place at a closing (the "“Closing"”) shall to be held at the offices of Cadwalader, Wickersham Shearman & Taft Sterling LLP, 227 West Trade Street12/F Gloucester Tower, Suite 2400The Landmark, Charlotte15 Queen’s Road Central, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.Hong Kong, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject at 11:00 a.m. Hong Kong time on the fifth Business Day following the satisfaction or waiver of all conditions to each of the following conditions, which can only be waived or modified by mutual consent obligations of the parties heretoset 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) All the closing of the representations issuance of shares contemplated by the Securities Purchase Agreement and warranties the closing of the Seller sale and of the Purchaser specified in Sections 4 purchase and/or issuance 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 Agreementsubscription, as the case may be, of the Target Shares hereunder, shall be conditional upon and shall take place simultaneously with each other, and all documents and funds actions required to be so delivered pursuant taken at the closings hereunder and under the Securities Purchase Agreement and the NewCo2 Subscription Agreement (including, without limitation the execution of the Closing Documents) shall, and shall be deemed to, take place simultaneously, and (ii) for the parties’ respective financial reporting and accounting purposes, the sale and purchase and/or issuance and subscription, as the case may be, of the Target Shares hereunder shall be deemed to Sections 2(c)be effective as of January 1, 2(d) and 2(e) hereof;2016. (ivc) 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 Subject 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 TAHM Share Purchase Agreement, the TAHM Closing shall be held June 30, 2016 or on such other date as 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 Parent may mutually agree upon 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 Datewriting.

Closing. The closing 7.3.1 At each Closing, the Parties shall take the following actions (“Closing Actions”) in the following order: (a) Completion of the sale of closing actions under the Mortgage Loans (relevant Individual Transfers, if any, for which the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e individual Closing shall be subject to each of the 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 DateConditions have been satisfied; (iib) All documents specified in Section 8 Where required under the terms of this Agreement (an Individual Transfer, execution of the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable relevant local deed of transfers relating to the Purchaser transfer of the relevant Property, for which the individual Closing Conditions have be satisfied; (c) Payment of the Individual Purchase Price(s) for which the individual Closing Conditions are satisfied either by direct transfer or by instruction of the relevant notaries holding the payments on the Notarial Trust Accounts in accordance with Sections 4.1 and Seller4.2 or, shall be duly executed and delivered by all signatories as required if otherwise agreed therein, 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 the relevant Individual Transfer; (d) Delivery by the Sellers to the Purchasers of a receipt confirming the payment under Section 7.3.1(c) in compliance with this Agreement required Agreement; (e) Confirmation of receipt of relevant Individual Purchase Price by the relevant Parties to any of the Individual Transfer pursuant to Schedules 3.4 and 3.5 to the notaries instructed under these Individual Transfers. 7.3.2 Purchasers may waive each of the Closing Actions set forth in Section 7.3.1 other than the Closing Actions in Sections 7.3.1(b) and 7.3.1(c) (payment of Purchase Price), which cannot be waived, by written notice to Seller. The effect of a waiver shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Umbrella SPA. 7.3.3 If any Party fails to perform or procure performance of their respective Closing Actions to be complied with on performed by it, the relevant Purchaser, in the case of non-compliance by the relevant Seller, or before the relevant Seller, in the case of non-compliance by the relevant Purchaser, shall be entitled to (in addition to and without prejudice to all other rights or remedies available including the Sellers' rights under Section 7.3.2), by written notice to the other Party (i) fix a new date for 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 (not being more than 10 Business Days after the Closing Date;Day) in which case the provisions of this Section 7.3 shall apply to Closing as so deferred and (ii) if Closing does not occur on the deferred date rescind the Individual Transfer for which the Closing Actions are not performed. Section 16.3 applies to such rescission right. (vi) 7.3.4 Any purported withdrawal shall be deemed void and shall not have any effect if, at the time when the notice from the withdrawing Party is received by the other Party, all Closing Actions have been taken or waived. The Seller (withdrawal shall not limit or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable prejudice any claims of the withdrawing Party on the basis of any circumstances relating to the Purchaser or otherwise pursuant to this AgreementClosing Actions not being taken; and (vii) Neither the Certificate Purchase Agreement nor the Underwriting Agreement Section 7.3.2 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 Dateparticular remain unaffected.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetTra▇▇ ▇▇▇▇▇▇, Suite Su▇▇▇ 2400, Charlotte▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇the Closing Date. ▇▇e The Closing shall be subject to each of the 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, 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of CadwaladerThacher Proffitt & Wood ▇▇▇, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇ ▇▇▇▇▇ ▇▇nan▇oli▇▇▇ Center, New York, New York 1028▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇k City time, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both parties hereto 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade StreetOne World Financial Center, Suite 2400New York, Charlotte, ▇▇▇▇NY 1028▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.A.▇., New Yo▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 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; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans Loan (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇& ▇▇▇▇ ▇▇▇▇LLP on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserTrustee (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 or a Custodian, or and the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Section 2 of this 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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement as of the Closing Date; (f) One or more letters from the independent accounting firms of Ernst & Young LLP and PriceWaterhouseCoopers LLP, 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, respectively; and (viig) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The Seller shall have been terminated in accordance with its termsexecuted and delivered concurrently herewith that certain Indemnification Agreement, dated as of December 1, 2005, among the Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., Countrywide Commercial Real Estate Finance, Inc., KeyBank National Association, the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their commercially best reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans Loan on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "ClosingCLOSING") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All all of the representations and warranties of the Seller and made pursuant to SECTION 4 of the Purchaser specified in Sections 4 and 5 hereof this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) All all documents specified in Section 8 SECTION 7 of this Agreement (the "Closing 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 the Seller shall have delivered and released to the Purchaser, the Trustee Purchaser 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 beits designee, all documents documents, funds and funds other assets required to be so delivered thereto pursuant to Sections 2(c), 2(d) and 2(e) hereofSECTION 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and Servicing Files for any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section SECTION 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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 the Seller shall have received the consideration for the Mortgage Loans, as contemplated by SECTION 1; (or an affiliate thereofvii) the Seller shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viiviii) Neither neither the Underwriting Agreement nor 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. (a) The closing of the sale of the Mortgage Loans Closing shall take place (the "Closing"i) shall be held at the offices of Cadwalader▇▇▇▇▇▇, Wickersham ▇▇▇▇▇ & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇▇ ▇▇▇oli▇▇”), ▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m., Eastern time, on the third Business Day after the date on which all of the conditions set forth in Article VII are fulfilled or waived (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the satisfaction of such conditions at the Closing) or (ii) at such other place, time or date as may be mutually agreed upon in writing by Sellers and Purchaser (including virtually via the electronic exchange of signature pages). The date on which the Closing occurs is referred to as the “Closing Date.” The Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. All actions to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously. (b) At or prior to the Closing: (i) Sellers shall deliver or cause to be delivered to Purchaser: (1) certificates evidencing all of the Shares represented by certificates, duly endorsed in blank or with stock powers duly executed in proper form for transfer and (2) with respect to all of the Shares not represented by certificates, stock powers or appropriate transfer instruments, duly executed in proper form for transfer; (B) the certificates required to be delivered pursuant to Section 7.2(c); (C) certificates of each Seller (or if any Seller is a disregarded entity for U.S. federal income Tax purposes, its regarded owner) satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2) or IRS Form W-9; (D) each of the Ancillary Agreements to which any member of the Seller Group is a party, duly executed by the applicable member of the Seller Group; (E) each of the ▇▇▇▇▇▇▇▇ Plant Ownership Agreement and the ▇▇▇▇. ▇▇e Closing shall be subject to each of the following conditions▇▇ Plant O&M Agreement, which can only be waived duly executed by Kentucky Power and Wheeling or modified by mutual consent of the parties hereto.Successor Operator, as applicable; (iF) All resignations or other evidence of the representations and warranties of the Seller and of the Purchaser specified removal (in Sections 4 and 5 hereof shall be true and correct a form reasonably acceptable to Purchaser), effective as of the Closing Date, of those directors and officers of the Acquired Companies as Purchaser may request not less than three (3) Business Days prior to the Closing; (G) with respect to each Intercompany Arrangement and outstanding amount or balance due or owing by or to the Acquired Companies, on the one hand, and Sellers or any of their Affiliates (other than the Acquired Companies), on the other hand, in each case, required to be severed, terminated, cancelled, settled or otherwise eliminated pursuant to Section 4.8, instruments or other evidence, in form reasonably acceptable to Purchaser, reflecting such severance, termination, cancellation, settlement or elimination, as applicable; and (H) with respect to each Closing Indebtedness that is required to be paid at the Closing pursuant to Section 4.16, true and accurate copies of customary payoff letter and other instruments of discharge for such Closing Indebtedness, in each case in a form reasonably acceptable to Purchaser (a “Payoff Letter”), duly executed by each of the applicable holders (or agents thereof) of such Indebtedness and, as customary or appropriate, the other parties thereto. (ii) All documents specified Purchaser shall: (A) pay or cause to be paid to Sellers (and/or one or more of Sellers’ designees) by wire transfer, to the account or accounts designated by Sellers (or by such designee) in Section 8 of this Agreement the notice accompanying the Estimated Closing Statement (the "Closing Documents"as defined below), immediately available funds in such forms as are agreed upon and reasonably acceptable an amount equal to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofClosing Payment Amount; (iiiB) The Seller shall have delivered and released pay or cause to be paid the Estimated Transaction Expenses, if any are designated to be paid directly at Closing, 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 Agreementapplicable payees, as set forth in the case may be, all documents and funds Estimated Closing Statement; (C) make any payments required to be so delivered paid at Closing pursuant to Sections 2(c), 2(dSection 4.16(a) in respect of the Utility Money Pool Agreement and 2(eSection 4.16(b) hereofin respect of the TransCo Intercompany Notes; (ivD) The result of make, or cause to be paid, any examination of other payments required to be paid at the Mortgage Files and Servicing Files for the Mortgage Loans performed Closing by or on behalf of the Purchaser Acquired Companies pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination4.16; (vE) All other terms and conditions of this Agreement deliver to Sellers the certificate required to be complied with on or before the Closing Date shall have been complied with, and the Seller shall have the ability delivered pursuant to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing DateSection 7.3(c); (viF) The Seller (deliver or an affiliate thereof) shall have cause to be delivered to Sellers a copy of the R&W Policy, if any, with such terms as specified in Section 4.15 and paid or agreed to pay all fees, costs and expenses payable to in full by Purchaser as of the Purchaser or otherwise pursuant to this Agreementtime of delivery; and (viiG) Neither deliver to Sellers each of the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with Ancillary Agreements to which Purchaser or its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in Affiliate is a manner that will enable the party, duly executed by Purchaser to purchase the Mortgage Loans on the Closing Dateor its Affiliate as applicable.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇oli, New Yo▇▇, ▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) 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 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLPTaft, 227 West Trade Street▇▇▇▇▇▇, Suite 2400▇▇ite ▇▇▇0, Charlotte▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇ ▇8202 a▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇the Closing Date. ▇▇e The Closing shall be subject to each of the 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, 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. The closing of transactions contemplated hereby will be completed at the sale of the Mortgage Loans (the "Closing") shall be held Closing Time at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Gervais LLP in Calgary, Alberta and the Subscriber agrees and acknowledges as follows: (a) at the Closing shall be Time, subject to each of the 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, 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 the Agency Agreement, the Agent shall deliver to the Corporation all completed subscription agreements, including this Agreement required to be complied with on or before the Closing Date shall have been complied withSubscription Agreement, and the Seller shall have aggregate Subscription Amount against delivery by the ability Corporation of the certificates representing the Common Shares and such other documentation as may be required, and (b) the Agent is hereby irrevocably appointed to comply with all terms act in its sole and conditions and perform all duties and obligations required absolute discretion as the Subscriber’s agent to be complied with or performed after represent the Subscriber at the Closing Date; for the purpose of all closing matters and deliveries of documents and receipt of certificates representing the Common 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 Common 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) The Seller (to register or an affiliate thereof) shall have paid permit the registration of the Common Shares purchased hereunder by way of one or agreed to pay all fees, costs and expenses payable more certificates registered in the name of the Agent and/or in the name of each subscriber to the Purchaser offering of Common Shares and/or in the name of such other nominee or otherwise pursuant to this Agreementnominees as the Corporation and the Agent may agree; and and (vii) Neither to exercise any rights of termination contained in 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 DateAgency Agreement.

Closing. The (a) Upon the terms and subject to the conditions set forth in this Agreement, the closing of the sale of the Mortgage Loans Purchase (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇. ▇, ▇▇e Closing shall be subject to each .▇▇▇ Xiwai Street, Haidian District, Beijing, at 9:30 A.M., Beijing time, no later than the fifth (5th) Business Day following the date on which all of the following conditions, which conditions set forth in Article VI (other than those conditions that by their nature can only be waived satisfied at the Closing but subject to the satisfaction or modified waiver of such conditions) have been satisfied or waived, or at such other location, time or date as may be agreed upon in writing by mutual consent of the parties heretoSeller and the Purchaser (the date on which the Closing occurs, the “Closing Date”). (b) At the Closing, in addition to the Equity Payment provided for in Section 2.2(a), the Purchaser shall deliver, or cause to be delivered, to the Seller the following: (i) All the certificate to be delivered by the Purchaser pursuant to Sections 6.3(a) and 6.3(b) hereof; and (ii) such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement. (c) At the Closing, the Seller and/or the Company shall deliver, or cause to be delivered, to the Purchaser the following: (i) a copy of the representations and warranties Register of Members, duly certified by a director of the Seller and Company, updated to reflect the purchase of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of Company Shares by the Closing DatePurchaser; (ii) All documents specified the certificate or certificates representing all of the Company Shares, duly endorsed in Section 8 of this Agreement (the "Closing Documents")blank or accompanied by share transfer forms duly endorsed in blank in proper form for transfer, in such forms as are agreed upon and reasonably acceptable to the Purchaser and Sellerwith appropriate transfer stamps, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofif any, affixed; (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 certificate to be so delivered pursuant to Sections 2(c6.2(a), 2(d(b), (c), (d) (e) and 2(e(f) hereof; (iv) The result written resignations of any examination each member of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf board of directors, of each of the Purchaser pursuant to Section 3 hereof shall be satisfactory to Company and the Purchaser HKco, in its reasonable determination;each case effective as of the Closing; and (v) All such other terms documents and conditions of this Agreement instruments as may be reasonably required to be complied with on or before consummate 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 transactions contemplated by 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. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLPTaft, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇Nor▇▇ ▇▇▇oli▇▇▇▇a 2▇▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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, 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 or that certain agreement, among Prudential Mortgage Capital Company, LLC, Banc of America and Merrill Lynch, dated June 21, 2001 (the "BOA/PMCF 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. The closing purchase, sale and issuance of the sale Ordinary Shares and of the Mortgage Loans SFKT's Option, and the consummation of the transactions contemplated herein, shall take place at a closing (the "“Closing"”) shall to be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇, Adv., 85 Medinat ▇▇▇▇▇▇▇▇▇ ▇▇▇▇Street, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of Herzliah, at 10 a.m. on the following conditionsfirst Business Day falling five (5) Business Days after the first date on which the Company and/or the Investors, 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 Sellerapplicable, shall be duly executed have secured and delivered by all signatories as required pursuant to obtained the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee due execution or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreementapproval, as the case may be, of all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof; of the following: (iva) 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 approval of this Agreement required and the Management Agreement by (i) the Company's Audit Committee; (ii) the Company's Board of Directors; and (iii) the Company's Shareholders General Meeting (including adopting a resolution to increase the registered share capital of the Company to a number that will allow for issuance of shares to the Investors and the Bank as contemplated hereunder); (b) The approval of the Tel Aviv Stock Exchange ("TASE") to the listing of the Company's Ordinary Shares that will be complied with on or before issued to the Closing Date shall have been complied withInvestors, and the Seller Ordinary Shares undelying SFKT's Option and the Bank's Option; (c) The approval of the Antitrust Commissioner to this Agreement, (d) the Company shall have filed a private placement report and a report with respect to a transaction with a control person as may be required under any applicable law, regulation, directive or rule, all for the ability purpose of consummation of the transactions contemplated herein at the Closing (all the approvals referred to comply with in sub-sections (a) thourgh (d) above shall be reffered to herein, collectively, as the "Approvals"), and in addition (e) the sale of 8,400,000 Ordinary Shares by SCH to unrelated third parties. The Company and/or Investors, as the case may be, shall endevour as aforesaid to obtain such Approvals in any event not later than five (5) Business Days prior to June 30, 2006 (the “Closing Date”), or such other date, time and place as the Parties shall agree upon in writing. Should all terms and such Approvals not be obtained and/or should all the conditions and perform all duties and obligations required precedent to be complied with or performed after Closing not occur persuant to Section 6 below prior to the Closing Date; (vi) The Seller (or an affiliate thereof) , this Agreement shall be deemed cancelled, and no party shall have paid or agreed to pay all fees, costs and expenses payable to any claim against 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 Dateother.

Closing. (a) The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held take place at the offices of CadwaladerSkadden, Wickersham & Taft LLPArps, 227 West Trade Street, Suite 2400, CharlotteSlate, ▇▇▇▇▇▇▇ & ▇▇▇oli▇▇ ▇8202 aLLP, ▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇e ▇▇▇, on the same day as the date on which the Rexam Transaction is consummated (but after the consummation of the Rexam Transaction); provided that if each of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but the Closing shall be subject to each the satisfaction or waiver of those conditions) shall not have been satisfied as of such date, then the following conditionsClosing shall occur on the first (1st) Business Day after such conditions shall have been satisfied or waived, or at such other time or date as Purchaser and Seller may mutually agree in writing (the date on which can only be waived or modified by mutual consent of the parties heretoClosing occurs, the “Closing Date”). (b) The Parties acknowledge and agree that in order to comply with applicable Law in the jurisdictions where the Purchased Assets are located, the Closing may take place at a different date and time in different jurisdictions. In particular, the Parties acknowledge and agree that (i) All conditions to the transfer of (x) the representations French and warranties Spanish Shares set forth in the French Offer Letter or (y) the Dutch Shares set forth in the Dutch Offer Letter may, in each case, be satisfied after the conditions to the transfer of other Purchased Assets set forth in Article VII have been satisfied and in any such case Closing shall take place with respect to all Purchased Assets other than the Seller French and of Spanish Shares and/or Dutch Shares, as applicable (the Purchaser specified in Sections 4 “First Closing”), and 5 hereof shall be true and correct as of the Closing Date; (ii) All (x) the consummation of the sale of the French and Spanish Shares (the “France Closing”) shall occur in accordance with the terms of the French Offer Letter and (y) the consummation of the sale of the Dutch Shares (the “Dutch Closing”) shall occur in accordance with the terms of the Dutch Offer Letter. The Parties further acknowledge and agree that (1) subject to the subsequent clause (2) of this sentence, all actions and documents specified relating to the transfer of the French and Spanish Shares and/or the Dutch Shares, as applicable (including, for the avoidance of doubt, any Foreign Closing Documents relating to the French and Spanish Shares and/or the Dutch Shares, as applicable), shall not be required to be taken or delivered at the First Closing but only at the France Closing and/or the Dutch Closing, as applicable; (2) all references to Net Debt, Purchased Working Capital and any other items taken into account in the Purchase Price adjustment in accordance with this Agreement shall not be adjusted to reflect the exclusion of the French and Spanish Shares and the Dutch Shares, as applicable, at the First Closing but shall be reflected as if the France Closing and the Dutch Closing shall have occurred at the First Closing; and (3) unless otherwise indicated in this Section 1.11(b), all references to the Closing in this Agreement shall be deemed to refer to the First Closing. To the extent that the France Closing and/or the Dutch Closing shall not have occurred simultaneously with the First Closing, the covenants set forth in Article IV (other than Sections 4.2, 4.3(d), 4.4, 4.5, 4.9, 4.10, 4.12, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20) shall apply with respect to the French and Spanish Entities or the Dutch Entities (as applicable) from the date of the France Acceptance Notice or Dutch Acceptance Notice (as applicable) until the France Closing or Dutch Closing (as applicable); provided, however, that (y) in no event shall any violation of such covenants during the period following the First Closing until the France Closing or Dutch Closing (as applicable) affect the requirement to effect the France Closing or Dutch Closing (as applicable) but shall only result, if applicable, in a claim for indemnification under Section 9.2(a)(i)(i)(B) or Section 9.2(b)(i)(B), as applicable, and (z) for the purposes of the covenants set forth in Section 8 4.7 only, the French and Spanish Entities and Dutch Entities shall be deemed to be Purchased Entities only upon occurrence of the France closing and Dutch Closing (as applicable). (c) Subject to Section 1.11(b), for the purposes of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the unless Purchaser and SellerSeller agree otherwise, the Closing shall be duly executed and delivered by all signatories as required pursuant deemed to the respective terms thereof;have occurred at 12:01 (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 A. M. local time 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 each applicable jurisdiction on the Closing Date, or, if the Rexam Transaction shall have been consummated on the Closing Date, one minute after consummation of the Rexam Transaction.

Closing. 7.1 The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held at the offices of CadwaladerFeder, Wickersham Kaszovitz, Isaacson, Weber, Skala, Bass & Taft Rhine LLP, 227 West Trade Street750 Lexington Avenue, Suite 2400New York, Charlotte, ▇New York 10022-▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇on the earliest prac▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇ ▇▇e ▇▇, ▇▇ter the satisfaction (or waiver) of all conditions to the Closing provided in Article 6 (other than any condition that, by its terms, is to be satisfied at the Closing), or at such other place or on such other date, and at such time, as the parties hereto may agree. The execution and/or delivery of each document to be executed and/or delivered at the Closing and each other action to be taken at the Closing shall be subject to each of the following conditionscondition that every other document to be executed and/or delivered at the Closing is so executed and/or delivered and every other action to be taken at the Closing is so taken, which can only be waived or modified by mutual consent of the parties hereto. (i) All of the representations and warranties of the Seller all such documents and of the Purchaser specified in Sections 4 and 5 hereof actions 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 deemed to the Purchaser and Seller, shall be duly executed and and/or 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 Agreementtaken, as the case may be, all documents and funds required simultaneously. 7.2 At the Closing, the Shareholders shall deliver or cause to be so delivered pursuant to Sections 2(c)JAKKS: (a) certificates representing the Shares, 2(d) each duly endorsed for transfer to JAKKS or together with a duly executed stock power in favor of JAKKS, and 2(e) hereofwith any required stock transfer stamps affixed thereto; (ivb) The result copies of any examination of the Mortgage Files Toymax Consents listed on Schedule 6.1 that have been obtained and Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser pursuant that have not theretofore been delivered to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationJAKKS; (vc) All other terms and conditions the resignations of this Agreement required five of Toymax's directors holding office immediately prior to the Closing, which resignations shall be complied with on or before effective upon the later of the Closing Date shall and compliance by Toymax with the applicable provisions of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder; and (d) a certificate of Toymax's Chief Executive Officer or Chief Financial Officer to the effect that all the conditions to Closing set forth in Sections 6.1(b) (insofar as related to Toymax) and (f) have been complied withsatisfied; and a certificate of each of the Shareholders to the effect that all of the conditions to Closing set forth in Sections 6.1(a), (b) (insofar as related to the Shareholders) and (c) have been satisfied, 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 setting forth any circumstances that exist as of the Closing Date; (vi) The Seller (, and any events that have occurred between the date hereof and the Closing Date, that result in any of the Shareholders' representations or an affiliate thereof) warranties contained in Article 3 hereof being untrue in any material respect; provided that the execution and delivery of such certificate by a Shareholder, by itself, shall have paid not constitute a basis for any liability of a Shareholder for breach of any representation or agreed to pay all feeswarranty hereunder, costs and expenses payable to the Purchaser or otherwise pursuant to other than as expressly set forth in this Agreement; and (viie) Neither true and correct copies of the Certificate resolutions adopted by the board of directors of Toymax approving this Agreement and the Merger Agreement. 7.3 At the Closing, JAKKS shall: (a) pay and deliver, or cause to be paid and delivered, the Purchase Agreement nor Price to the Underwriting Agreement shall have been terminated Shareholders, as set forth in accordance with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder Sections 2.2 and 7.4 and in the manner instructed by the Shareholders in a manner that will enable the Purchaser Notice given to purchase the Mortgage Loans on JAKKS prior to the Closing Date; and (b) deliver to Toymax and the Shareholders a Certificate of JAKKS' Chief Executive Officer to the effect that all the conditions to Closing set forth in Sections 6.2(a), (b) and (c) have been satisfied, and setting forth any circumstances that exist as of the Closing Date, and any events that have occurred between the date hereof and the Closing Date, that result in any of JAKKS' representations or warranties contained in Article 4 hereof being untrue in any material respect.

Closing. The closing (a) Subject to the following sentence, the Closing shall take place remotely via the exchange of documents in Portable Document Format (PDF) (or other electronic format) on the date that is five Business Days after the satisfaction (or waiver thereof by the Party entitled to benefit therefrom) of the sale of conditions precedent set forth in Article 8 (excluding the Mortgage Loans (the "Closing") shall conditions that by their nature can only be held satisfied at the offices Closing, but subject to the satisfaction of Cadwaladersuch conditions at the Closing or the waiver of such conditions by the Party or Parties entitled to waive such conditions) or on such other date, Wickersham & Taft LLPand at such other place, 227 West Trade Street, Suite 2400, Charlotte, as may be agreed in writing by ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇and Seller. Except as otherwise set forth herein, all actions to be taken and all documents to be executed and delivered by all Parties at the Closing will be deemed to have been taken and executed simultaneously and no actions will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered. The date on which the Closing occurs in accordance with the preceding sentence is referred to in this Agreement as the “Closing Date”. (b) At or prior to the Closing, Seller shall deliver or cause to be delivered the following to Buyer:▇▇ ▇.▇., (i) duly executed instruments of transfer for the Company Interests in favor of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇; (ii) a certificate, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e dated the Closing shall be subject Date, duly executed by Seller certifying that the conditions set forth in Section 8.2(a) through Section 8.2(c) have been satisfied with respect to each Seller; (iii) if in Agreed Form prior to the Closing, the Intellectual Property Agreement, duly executed by Seller; (iv) if in Agreed Form prior to the Closing, the Reverse Transition Services Agreement, duly executed by Seller; (v) if in Agreed Form prior to the Closing, the Transition Services Agreement, duly executed by Seller; (vi) duly executed copies of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.Pre-Closing Reorganization Documents; (ivii) 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 a certificate, dated as of the Closing Date, duly executed by the Company certifying with respect to the Company that the conditions set forth in Section 8.2(a) and Section 8.2(b) with respect to the Company have been satisfied; and (viii) a duly executed IRS Form W-9 from Seller. (c) At or prior to the Closing, Buyer shall deliver or cause to be delivered the following to Seller: (i) a certificate, dated the Closing Date, duly executed by Buyer certifying that the conditions set forth in Section 8.3(a) and Section 8.3(b) with respect to Buyer have been satisfied; (ii) All documents specified if in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable Agreed Form prior to the Purchaser and SellerClosing, shall be the Intellectual Property Agreement, duly executed and delivered by all signatories as required pursuant to the respective terms thereofCompany; (iii) The Seller shall have delivered and released if in Agreed Form prior to the PurchaserClosing, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Reverse Transition Services Agreement, as duly executed by the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereof;Company; and (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 if in Agreed Form prior to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before Closing, the Closing Date shall have been complied withTransition Services Agreement, and duly executed by 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 DateCompany.

Closing. (a) The closing of the purchase and sale of the Mortgage Loans Purchased Shares (the "“Closing"”) shall be held will take place (i) at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, C▇▇▇▇▇▇▇▇▇ & P▇▇▇oli▇▇ ▇8202 aLLP, 3▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ and C▇▇▇▇▇▇▇▇▇ & P▇▇▇▇, 4▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Street, London, England on the third Business Day following the satisfaction or waiver of all conditions set forth in Sections 2.4 and 2.5, or (ii) at such other place, date and time as Sellers’ Representative and Freedom may agree. (b) At the Closing, Sellers will deliver to Buyers the following: (i) in the case of certificated securities or interests, certificates representing all certificated Purchased Shares outstanding on the Closing Date (with all requisite tax stamps attached), duly endorsed for transfer by delivery or accompanied by stock powers or share transfer forms duly executed in blank; in the case of uncertificated securities or interests, assignments or other documentation appropriate to effect a transfer of all uncertificated Purchased Shares (with all requisite tax stamps attached), duly executed for transfer by delivery; and any other documents that are necessary or customary in the relevant jurisdiction to transfer to Buyers good title to all such Purchased Shares free and clear of any Liens other than Permitted Transfer Restrictions; (ii) the minute books, stock ledgers and stock transfer books of the Companies (other than such records as are maintained at the registered offices of the Companies in the Cayman Islands, if applicable); and (iii) all other instruments, agreements, certificates and documents required to be delivered by any Seller or Sellers’ Representative at or prior to the Closing Date pursuant to this Agreement or any other Transaction Document. (iv) undertakings to be given by each of N▇▇▇ ▇▇▇▇▇▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇▇▇▇▇ ▇▇▇▇. ▇: (A) not to carry on or be engaged in the business or in any of the business activities of Freedom or any of its Subsidiaries or any other business or business activity that Freedom or any of its Subsidiaries proposes to engage in during the term of the undertakings (or undertakings in such other terms as may be agreed between N▇▇e ▇ ▇▇▇▇▇▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇▇▇▇▇ ▇▇▇▇▇, on the one hand, and Freedom or any of its Subsidiaries, on the other hand), except in each case as shareholders, officers, directors, employees or consultants of Freedom or any of its Subsidiaries, such undertakings to be expressed to be for the benefit of: (I) Freedom in connection with the Transaction to run for a period of five years from the Closing shall Date and to be subject governed by the Laws of the State of New York; (II) GPLP in connection with the respective employments of N▇▇▇ ▇▇▇▇▇▇▇▇▇, P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and E▇▇▇▇▇▇▇ ▇▇▇▇▇, to run for a period of one year from the termination of such respective employments and to be governed by the Law governing the applicable employment agreement; and (B) not to solicit employees and partners of Freedom and its Subsidiaries upon terms and conditions reasonably acceptable to each of them and Freedom. (c) At the following conditionsClosing, which can only be waived or modified by mutual consent of Buyers will deliver the parties hereto.following: (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;payments required by Section 2.1(f); and (ii) All all other instruments, agreements, certificates and 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 by Buyers at or prior 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 Dateor any other Transaction Document.

Closing. The closing obligation of the sale Sellers to consummate the transactions to be performed by them in connection with the U.S. Closing is subject to the satisfaction, or waiver by the Sellers' Representative, of the Mortgage Loans following conditions: the Buyer shall have, at its expense, (i) obtained all of the "waivers, permits, consents, approvals or other authorizations from third parties and Governmental Entities, and effected all of the registrations, filings and notices with or to Governmental Entities, as may be necessary to permit the Buyer to consummate the transactions contemplated by this Agreement (other than the transactions to be consummated at the France Closing"), and (ii) obtained all other waivers, permits, consents, approvals or other authorizations and effected all other registrations, filings and notices necessary or desirable in connection with the transactions contemplated by this Agreement (other than the transactions to be consummated at the France Closing), except in the case of clause (ii) for any waivers, permits, consents, approvals or authorizations in whose absence the Closing could be consummated without materially adversely affecting the Sellers; PAGE the representations and warranties of the Buyer set forth in Article IV shall be held at true and correct in all material respects as of the offices U.S. Closing as if made as of Cadwaladerthe U.S. Closing, Wickersham & Taft except for representations and warranties made as of a specific date, which shall be true and correct as of such date; the Buyer shall have performed or complied with its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the U.S. Closing; the Buyer shall have delivered to the Sellers' Representative a certificate (without qualification as to knowledge or materiality or otherwise) to the effect that each of the conditions specified in clauses (a) through (c) of this Section 6.2 is satisfied in all respects; the Sellers' Representative shall have received from ▇▇▇▇ and ▇▇▇▇ LLP, 227 West Trade Streetspecial counsel to the Buyer, Suite 2400, Charlotte, an opinion dated as of the U.S. Closing Date in the form attached hereto as Exhibit O; the Buyer and Black ▇▇▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., shall have entered into a Trademark License Agreement relating to the use of the "Black ▇▇▇▇▇▇▇▇▇ ▇▇▇▇" name in the form attached hereto as Exhibit P; the Buyer, ▇▇ ▇▇▇ the Sellers, the Sellers' Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement; the Buyer, the Sellers, the Sellers' Representative and the Escrow Agent shall have executed and delivered the BC France Escrow Agreement; the Buyer and BC International shall have entered into a Supply Agreement and a Mutual Personnel and Services Agreement in the forms attached hereto as Exhibits L-1 and L-2, respectively; the Buyer and Black ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each of the 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 entered into a Lease and released to Services Agreement in the Purchaser, form attached hereto as Exhibit M; PAGE the Trustee or Buyer and BC Asia shall have entered into a Custodian, or Sublease Agreement in the Master Servicer form attached hereto as Exhibit N; the Sellers' Representative shall have received from the Buyer and the Buyer's officers all customary closing certificates as it shall have requested; and all actions to hold be taken by the Buyer in trust pursuant connection with the consummation of the transactions contemplated hereby (other than transactions to be consummated at the France Closing) and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance 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 DateSellers' Representative.

Closing. The closing of the sale of the Mortgage Exhibit A-1 Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇Sidley ▇▇▇▇▇▇ ▇▇▇▇, ▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All all of the representations and warranties of each of the Seller and the Additional Party made pursuant to Section 4 of the Purchaser specified in Sections 4 and 5 hereof this Agreement shall be true and correct in all material respects as of the Closing Date; (ii) All all documents specified in Section 8 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 SellerServicing Agreement (insofar as such Agreement affects the obligations of the Seller or the Additional Party hereunder), to the Seller or the Additional Party, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller the Additional Party shall have delivered and released to the Purchaser, the Trustee Purchaser 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 beits designee, all documents documents, funds and funds other assets required to be so delivered thereto pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and Servicing Files for 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 all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and each of the Seller and the Additional Party 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 the Seller shall have received the consideration for the Exhibit A-1 Loans, as contemplated by Section 1; (or an affiliate thereofvii) the Additional Party shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viiviii) Neither neither the Underwriting Agreement nor 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. The closing of the sale transaction contemplated in Section 2.02 (“Closing”) shall take place at the places as the parties may agree, on August 31, 2013 (provided that if such day is not a Business Day, any action that is required to be taken on a Business Day shall be taken on the next succeeding Business Day), subject to satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the Mortgage Loans conditions set forth in ‎Article 8 (the "Closing") shall other than conditions that by their nature are to be held satisfied at the offices Closing, but subject to the satisfaction or, to the extent permissible, waiver of Cadwaladerthose conditions at the Closing), Wickersham & Taft LLPand in the event such conditions have not been satisfied, 227 West Trade Streetor waived, Suite 2400on or prior to August 31, Charlotte2013, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e the Closing shall take place no later than five Business Days following the satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in ‎Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to each the satisfaction or, to the extent permissible, waiver of those conditions at the following conditionsClosing), which can only be waived or modified by mutual consent of at such other time or place as Buyer and Seller may agree. At the parties hereto.Closing: (ia) 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, VIE1 Termination Agreements shall be duly executed and delivered by all signatories as required pursuant the parties thereto; (b) the VIE2 Termination Agreements shall be duly executed and delivered by the parties hereto; (c) the Domestic Subsidiary 1 Termination Agreement shall be duly executed and delivered by the parties hereto; (d) the New Control Documents shall be duly executed and delivered by the parties thereto; (e) the New Service Agreements shall be duly executed and delivered by the parties thereto; (f) the transactions contemplated under the Restructuring Documents and/or the Onshore Acquisition Agreements that are to be consummated at Closing shall be duly consummated in accordance with the respective terms thereof; (iiig) The Buyer shall deliver to Seller shall have delivered a certificate, along with documents evidencing the confirmation of full and released to complete payment of the Purchaser, Existing Debt through setoff against the Trustee or a Custodian, or the Master Servicer shall have received to hold Consideration as set forth 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(cSection 2.06(c)(i), 2(d) and 2(e) hereof; (ivh) The result of any examination of Buyer shall deliver to Seller 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 determinationClosing Cash Payment; (vi) All Seller shall deliver any other terms and conditions items the delivery of this Agreement required which is made an express condition to be complied with on or before Buyer’s obligations to 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 Date‎Article 8.

Closing. (a) The closing ("Closing") of the sale of the Mortgage Loans (the "Closing") Property by Sellers to Purchaser shall be held at occur on or before August 31, 1999. The Closing shall occur in the offices of Cadwaladerthe Title Company or at such other location as the parties mutually agree. In the event the Permit is not transferred on or prior to August 31, Wickersham & Taft LLP1999, 227 West Trade Streetthe Closing may be extended by Purchaser as set forth in Section 4(b). (b) At the Closing, Suite 2400the following (which are mutually concurrent conditions) shall occur: (1) Purchaser, Charlotteat its sole cost and expense, ▇▇shall deliver or cause to be delivered to Sellers the following: (i) A cashier's check, or the check of the Title Company, made payable to the order of Sellers, or immediately available cash funds, in the amount of the cash portion of the Purchase Price as set out in Section 1(b)(1) hereof, adjusted as provided for in Sections 6(c) and 6(d) hereof, (ii) Evidence satisfactory to Sellers and the Title Company that the person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so. (2) Sellers, at their sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) General Warranty Deed in form and substance satisfactory to Purchaser, fully executed and acknowledged by the appropriate Seller or Sellers, conveying to Purchaser the Land, subject only to the Permitted Encumbrances; (ii) Assignment in form and substance satisfactory to Purchaser, fully executed and acknowledged by the appropriate Seller or Sellers, assigning, conveying and transferring, to the extent Purchaser elects to take assignment thereof, all of the Property except the Land to Purchaser, subject only to the Permitted Encumbrances; (iii) Completed Transfer to Purchaser, with all required State of South Carolina approvals obtained, of the Permit and any other permit necessary to operate the landfill on the Land; (iv) Evidence satisfactory to Purchaser and the Title Company that the person or persons executing the Closing documents on behalf of Sellers have full right, power and authority to do so; (v) Certificate meeting the requirements of Section 1445 of the Internal Revenue Code of 1954 executed and sworn to by Sellers; and (vi) Such other instruments as are customarily executed in South Carolina to effectuate the conveyance of property similar to the Property, with the effect that after the Closing, Purchaser will have succeeded to all of the rights, titles, and interests of Sellers related to the Property and Sellers will no longer have any rights, titles, or interests in and to the Property. (c) The Purchase Price shall be inclusive of the Earn▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.ey. All normal and customarily proratable items, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇including without limitation real estate taxes, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing all income of the Property, and the Property Agreement payments shall be subject to each of the 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 prorated as of the Closing Date;, Sellers being charged and credited for all of same on and after such date. Purchaser shall be responsible for (and receive the benefit of) any such items attributable to the period after Closing except for any payments under Property Agreements Purchaser does not assume or any other obligations Purchaser does not assume. If the actual amounts to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the best evidence then available, and thereafter, when actual figures are received, a cash settlement will be made between Sellers and Purchaser. Sellers shall be responsible for payment of all transfer taxes (f/k/a "deed stamps"). Each party shall be responsible for its own attorneys' fees and costs. The provisions of this Section 6(d) shall survive the Closing. (iid) All documents specified Of the Purchase Price set out in Section 8 l(b)(1) hereof, the sum of this Agreement FIVE HUNDRED THOUSAND AND N01100 DOLLARS ($500,000.00) shall not be paid to Sellers unless and until the issuance by the South Carolina Department of Environmental Control of a permit for Phase II of the Shiloh Site on the Land (with a minimum expansion capacity of 740,000 cubic yards within such Phase II) (the "Closing DocumentsPermit Expansion"). Within ten (10) days of the issuance of the permit described in this Section 6(d), in such forms as are agreed upon and reasonably acceptable Purchaser shall deliver the funds set forth herein to the Sellers. This provision is binding upon Waste Corporation of America, Inc. and any and all assigns thereof and shall run with the land. Purchaser and Seller, Sellers 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 obtain the Permit Expansion; provided, however, that Purchaser shall pay all reasonable costs and expenses associated therewith. (e) Upon completion of the Closing, Sellers shall deliver to Purchaser possession of the Property free and clear of all tenancies of every kind or any parties in a manner that will enable possession, and in the Purchaser to purchase the Mortgage Loans same condition as on the Closing Datedate hereof, normal wear only excepted.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇LLP on the Closi▇▇ ▇▇▇▇. ▇he ▇e Closing ▇▇▇ing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the PurchaserCustodian and the applicable Master Servicer, 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 berespectively, all documents and funds represented to have been or required to be so delivered to the Custodian and the applicable Master Servicer pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this AgreementAgreement 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 (viig) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The Seller shall have been terminated in accordance with its termsexecuted and delivered concurrently herewith that certain Indemnification Agreement, dated as of August 17, 2007, among the Seller, Countrywide Commercial Real Estate Finance, Inc., Merrill Lynch Mortgage Lending, In▇., ▇▇▇ ▇▇▇▇▇aser, the Underwriters and the Initial Purchasers. Both parties agree to use their commercially best 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. The closing of the purchase and sale of the Mortgage Loans Shares and the consummation of the other transactions contemplated by this Agreement (the "Closing") shall be held occur at 10:00 AM, New York City time, at the offices of Cadwalader, Wickersham & Taft O'Sullivan LLP, 227 West Trade Street30 Rockefeller Plaza, Suite 2400New York, Charlotte, New York 10112 on the ▇▇▇▇▇ (▇▇d) bus▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇. ▇▇e ▇▇sible, waiver of the conditions precedent to the Closing set forth in Article VIII of this Agreement, or at such other place, time or date as shall be subject to each agreed upon by the Shareholder, the Purchaser and Purchaser Sub (the time and date of the following conditionsclosing being herein generally referred to as the "Closing Date"), provided, however, that, in the event a Shareholder Update Letter is delivered to Purchaser and Purchaser Sub pursuant to Section 7.4(b), the Closing Date shall be that day which can only be waived or modified by mutual consent is no more than ten business days after the day on which the Closing would have occurred but for the delivery of the parties hereto.Shareholder Update Letter. At the Closing: (a) The Shareholder shall deliver or cause to be delivered to Purchaser in exchange for payment by Purchaser of the Purchase Price to the Shareholder: (i) All a certificate or certificates representing all of the representations Shares, duly endorsed in blank, or accompanied by duly executed stock powers duly executed in blank, in proper form for transfer, transferring to Purchaser good and warranties marketable title to the Shares, free and clear of the Seller all Liens, and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of the Closing Datewith any requisite stock transfer tax stamps properly affixed thereto; (ii) All documents specified in Section 8 of this the Escrow Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be duly executed by the Shareholder and delivered by all signatories as required pursuant to the respective terms thereofCompany; (iii) The Seller shall have delivered the Transition Agreement duly executed by the Shareholder 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) hereofCompany; (iv) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed Alsentzer Agreement duly executed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationAlsentzer; (v) All other terms all of the documents, certificates, and conditions of this Agreement instruments required to be complied with on delivered, 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 caused to be complied with or performed after delivered, by the Closing Date;Shareholder pursuant to Section 8.1 hereof; and (vi) The Seller all records, documents, and files of the Company, including, without limitation, all minute books, stock records, stock certificate books, and internal accounting records. (b) Purchaser and Purchaser Sub shall deliver or an affiliate thereof) shall have paid or agreed cause to pay all fees, costs and expenses payable be delivered to the Shareholder, in exchange for all of the Shares: (i) a wire transfer to the Shareholder's designated account in the amount of the Closing Date Cash Payment, as provided in Section 2.2(b); (ii) the D.O. (iii) Notes, as provided in Section 2.2(b); (iii) the Escrow Agreement duly executed by Purchaser, Purchaser or otherwise pursuant to this AgreementSub and the Escrow Agent; and (viiiv) Neither all of the Certificate Purchase Agreement nor documents, if any, required to be delivered by Purchaser and Purchaser Sub pursuant to Section 8.2 hereof. (c) Purchaser shall deliver, or cause to be delivered, to 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 Escrow Agent at the Closing Date(i) the Escrowed Funds, by wire transfer, and (ii) the Seller Note, in each case as provided in Section 2.2(b). (d) Purchaser shall deliver, or cause to be delivered, to KPMG at the Closing the Audit Fee, by wire transfer, to the extent provided in Section 2.2(b).

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham Thacher Proffitt & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇Wo▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇osi▇▇ ▇▇▇▇ate. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement shall be true and correct in all material respects as of the Closing Date; (iib) All documents specified in Section 8 6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser Purchaser, the Seller, the Underwriters and Sellertheir respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf) and the applicable Master Servicer, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may berespectively, all documents and funds represented to have been or required to be so delivered to the Trustee and such Master Servicer pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, 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; (vie) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs 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 (viig) Neither the Certificate Purchase Agreement nor the Underwriting Agreement The Seller shall have been terminated in accordance with its termsexecuted and delivered concurrently herewith that certain Indemnification Agreement, dated as of March 30, 2007, among the Seller, Countrywide Commercial Real Estate Finance, Inc., the Purchaser, the Underwriters and the Initial Purchasers. Both parties agree to use their commercially best 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. The closing Upon receipt by Chilco of the sale of Purchase Price, the Mortgage Loans closing (the "“Closing"”) shall be held occur prior to 12:00 p.m. on Apil 19, 2007 at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇ & Whitney LLP, Republic Plaza Building, Suite 4700, ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other time or place as may be agreed to by Chilco and the Subscriber (the “Closing Date”). All funds will be delivered to Chilco. The Securities subscribed for herein will not be deemed issued to, or owned by, the Subscriber until the Subscription Agreement has been executed by the Subscriber and countersigned by Chilco, and all payments required to be made herein have been made. The Closing is subject to the fulfillment of the following conditions (the “Conditions”) which Conditions Chilco and the Subscriber covenant to exercise their reasonable best efforts to have fulfilled on or prior to the Closing Date: (i) the Subscriber shall have tendered the Purchase Price to Chilco; (ii) all relevant documentation and approvals as may be required by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules shall have been obtained and, where applicable, executed by or on behalf of the Subscriber; (iii) Chilco’s board of directors shall have authorized and approved the execution and delivery of this Subscription Agreement (“Agreement’) and other related transaction documents; (iv) ▇▇▇▇▇ ▇▇▇ and ▇▇. ▇ ▇▇e Closing ▇ shall be subject to each have in aggregate pledged 1,200,000 shares of the following conditions, which can only be waived or modified by mutual consent Company’s common stock for each U.S.$1,000,000 in principal of Debentures to secure repayment of such Debentures under the parties hereto.form of Pledge Agreement insubstantially the form attached hereto as Exhibit C; and (iv) All of the representations and warranties of Chilco and the Seller and of the Purchaser specified Subscriber set forth in Sections 4 and 5 hereof this Agreement 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. The closing of (a) Within 30 days from the sale of date the Mortgage Loans (Exercise Notice is provided to Sellers, the "Closing") parties and the Trustee shall be held meet at the offices of CadwaladerTadmor & Co., Wickersham & Taft LLPAttorney at Law, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇at 5 ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in order to close the Option transaction (the “Closing”). (b) At the Closing, the following shall occur and shall be deemed to take place simultaneously, so that no transaction shall be deemed to have been completed nor any document delivered until all such transactions relevant to the Closing have been completed and all required documents delivered: i. each Seller (or the Trustee) shall transfer to you a duly executed Deed of Transfer with respect to the Option Shares owned by such Seller as set forth opposite such Seller’s name in the column titles “Option Shares” in Exhibit A, and+ M▇▇. ▇▇e Closing ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (or the Trustee) shall be subject transfer to each you the Power of the following conditionsAttorney, which can only be waived or modified by mutual consent of the parties hereto. (i) All of if applicable. Each Seller shall provide you with a statement that the representations and warranties in Section 6 herein are true and correct. ii. you shall pay each Seller the cash amount set forth opposite such Seller’s name in the column titled “Consideration” in Exhibit A less (a) any amounts already deposited with the Trustee on account of the Consideration (divided among Sellers pro rata to the number of Option Shares of each Seller) and (b) any Deducted Amounts (divided among Sellers pro rata to the number of Option Shares of each Seller). Trustee shall provide each Seller and with his/her pro rata share 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 Consideration held 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 termsthe number of Option Shares of each Seller. Both Payment of such amounts shall be executed by wire transfer of immediately available funds to bank accounts to be provided by the Sellers at least 48 hours prior to Closing. In addition, by or at the Closing, you shall dismiss the Sellers from any and all guarantees they may have towards third parties agree with respect to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase Company (the Mortgage Loans on the Closing Date“Guarantees”).

Closing. 2.1 The closing of the sale transactions contemplated by this Agreement (the “Closing”) shall occur as soon as practicable after this Agreement is executed by the parties hereto, following the name change of the Mortgage Loans (Buyer to Aeon Holdings Inc. and approval by NASDAQ of the "Closing") shall be held symbol change of the Buyer. 2.2 In addition to the covenants of the Buyer set out in section 1, at the offices Closing: (a) the Buyer shall purchase the JV Interest held by the Seller; (b) the Seller shall transfer the JV Interest to the Buyer, free of Cadwaladerany liens, Wickersham & Taft LLPencumbrances, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇or restrictions; (c) the Buyer shall appoint ▇▇▇▇▇▇▇ ▇▇▇▇ as its President, Chief Executive Officer and Secretary; (d) the Buyer shall appoint ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as its Chief Financial Officer, Principal Accounting Officer and Treasurer; (e) the Buyer shall file a Schedule 14F with the SEC disclosing the appointments of ▇▇▇▇▇▇▇ ▇▇▇▇. ▇ and ▇▇e Closing ▇ ▇▇▇▇▇▇▇▇▇▇▇ as directors of the Buyer, each of whom shall be subject appointed approximately ten (10) days after the Schedule 14F is distributed to each all of the following conditions, Buyer’s shareholders of record; (f) the Buyer shall make available to its new officers all corporate books and documents and any and all property or material agreements to which can only be waived or modified by mutual it is a party; and (g) the Buyer shall consent to removing the restrictive legends on 450,000 shares of the parties heretoBuyer’s common stock held by the Founders, in accordance with applicable U.S. securities laws. (i) All 2.3 At the Closing, the Seller shall provide the Buyer with a certificate, signed by an authorized signatory of the Seller, stating that each of the representations and warranties of made by the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be this Agreement is true and correct in all material respects as of the Closing, except for changes contemplated, permitted, or required by this Agreement, and that the Buyer has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it before the Closing. 2.4 At the Closing, the Buyer shall provide the Seller with a certificate, signed by an authorized signatory of the Buyer, stating that each of the representations and warranties made by the Buyer in this Agreement is true and correct in all material respects as of the Closing Date; (ii) All documents specified in Section 8 of except for changes contemplated, permitted, or required by this Agreement (and that the "Closing Documents")Buyer has performed and complied with all agreements, in such forms as are agreed upon covenants, and reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered conditions required 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 this Agreement to be so delivered pursuant to Sections 2(c), 2(d) performed 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 by it 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 DateClosing.

Closing. (a) The closing completion of the purchase and sale of the Mortgage Loans 1st Installment Shares (the "“Closing"”) shall be held occur at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇▇▇ ▇▇▇oli▇▇▇▇ ▇8202 a▇ LLP, ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 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 ▇▇▇ ▇▇▇▇▇ 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, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇. ▇ ▇▇e ▇▇▇▇▇ (collectively, the “Principal MV Shareholders,” and together with MediVision, the “MediVision/Principal MV Shareholders Group”) and the receipt by the Purchaser at the Closing shall be subject of copies of binding and irrevocable proxies, substantially in the form of set forth in Exhibit E, appointing ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ to the Board as of the Closing and the delivery of a director indemnification agreement to each of the following conditions, which can only be waived or modified by mutual consent of the parties heretothem. (iix) All of the representations and warranties of the Seller and of delivery to the Purchaser specified in Sections 4 and 5 hereof shall be true and correct of a duly executed secretary certificate, dated 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 form 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 DateExhibit F-1.

Closing. The closing of the sale of the Mortgage Loans Loan (the "Closing") shall be held at the offices of CadwaladerThacher Proffitt & Wood ▇▇▇, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇ ▇▇▇▇▇ ▇▇nan▇oli▇▇▇ Center, New York, New York 1028▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇k City time, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇e The Closing shall be subject to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (ia) All of the representations and warranties of the Seller and LBHI 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 specified set forth in Sections Section 4 and 5 hereof of this Agreement, shall be true and correct in all material respects as of the Closing Date; (iib) Insofar as it affects the obligations of LBHI or the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser, LBHI and the Seller; (c) All documents specified in Section 8 7 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Seller shall have delivered and released to the Purchaser, the Trustee (or a CustodianCustodian on its behalf), or the Master Servicer shall have received to hold in trust pursuant to and the Pooling and Servicing Agreement, as the case may be, Special Servicer all documents and funds required to be so delivered to the Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Sections 2(c), 2(d) and 2(e) hereofSection 2 of this Agreement; (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; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and LBHI 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; (vif) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; and (viig) Neither the Certificate Purchase Underwriting Agreement nor the Underwriting Certificate Purchase Agreement shall have been terminated in accordance with its terms. Both All parties hereto 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 Loan on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans transactions contemplated hereunder (the "“Closing"”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte▇▇▇▇▇ Day, ▇▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ , ▇▇▇▇. ▇▇e Closing shall ▇ at 10:00 a.m. (local time in New York, New York) on the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article XI occurs (other than those conditions that by their terms are to be satisfied at the Closing, but subject to each the satisfaction or waiver of such conditions), or at such other date or place as Purchaser and Seller may agree, it being understood that, if required by applicable Law, Seller may request that the Closing be comprised of separate “closings” in one or more local jurisdiction(s) where the Shares, any Purchased Assets or Assumed Liabilities are being transferred and may request that Purchaser pay or cause to be paid portions of the following conditions, which can only be waived Initial Purchase Price and the Final Purchase Price payable in accordance with Section 3.01(a) directly 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 indirectly to the Purchaser Selling Affiliate in the local currency of any such jurisdiction. Subject to applicable Laws, legal title, equitable title 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 Purchaserrisk of loss with respect to, the Trustee Shares, the Purchased Assets and the Assumed Liabilities will transfer to Purchaser or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementU.S. Purchaser, as the case may be, all documents at the Closing, which transfer will be deemed effective for Tax, accounting and funds required to be so delivered pursuant to Sections 2(c), 2(dother computational purposes as of 12:01 a.m. (local time in the applicable jurisdiction in which each such transfer occurs) 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. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") 7.1 Closing shall be held take place at the offices of Cadwaladerthe Seller or such other place as the Purchase and Seller may agree, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇on the Closing Date. 7.2 On the Closing Date:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing 7.2.1 the Seller shall deliver or cause to be subject delivered to each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.Purchaser: (i) All such conveyances, assurances, transfers, assignments, releases, novation agreements, consents and other documents duly executed by the relevant parties as the Purchaser may require to vest in the Purchaser the full benefit of and legal title to the Purchased Assets and all other rights and assets hereby agreed to be sold and the full benefit of this Agreement and all liabilities and debts agreed to be assumed including without limitation; (a) duly executed assignments in the Agreed Form of the representations and warranties Accounts Receivable; (b) duly executed assignments or novation agreements in the Agreed Form of the Seller and Contracts; (c) duly executed assignments in the Agreed Form of the Purchaser specified Accounts Payable; (d) duly executed assignments or novation agreements in Sections 4 and 5 hereof shall be true and correct as the Agreed Form of the Closing DateBorrowings; (e) in respect of each of the motor vehicles used in the TTR Business owned by the Seller (if any), the prescribed notice and the vehicle registration documents (and shall deliver or procure delivery of a duplicate of the prescribed notice to the relevant transportation authorities in China as soon as possible after Closing); (ii) All the title deeds and documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable relating to the Purchaser Leased Properties and Seller, shall be duly executed and delivered Owned Properties occupied or owned by the Seller (all signatories as required pursuant to re-registered in the respective terms thereofname of the Purchaser); (iii) The Seller shall have delivered all subsisting contracts, license and released permits in connection with the TTR Business and all books, papers, records and other documents (including financial records) relating to the Purchaser, the Trustee TTR Business and Purchased Assets and all lists of customers and suppliers and other information or a Custodian, or the Master Servicer shall have received to hold documents in trust pursuant relation to the Pooling and Servicing Agreement, TTR Business as the case Purchaser may be, all documents and funds required to be so delivered pursuant to Sections 2(c), 2(d) and 2(e) hereofrequire; (iv) The result of any examination all the designs and drawings, plans, technical and sales publications, advertising material, brochures, catalogues and other technical and sales matter of the Mortgage Files Seller in relation to the TTR Business together with any plates, blocks, negatives and Servicing Files for the Mortgage Loans performed by or on behalf of other like material relating thereto as the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationmay require; (v) All any other terms and conditions documents of this Agreement required title relating to be complied with on or before any of the Closing Date shall have been complied with, and other Purchased Assets as 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 DatePurchaser may require; (vi) The Seller (or an affiliate thereof) shall have paid or agreed such other documents as may be required to pay all fees, costs and expenses payable give to the Purchaser good title to the Purchased Assets and to enable the Purchaser or otherwise pursuant its nominees to this Agreementbecome the registered owner thereof as the Purchaser may require; and (vii) Neither certificate in writing duly executed by the Certificate Purchase Agreement nor Seller pursuant to Article 5.1.7 confirming the Underwriting Agreement matters mentioned thereunder. 7.2.2 the Seller 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 permit the Purchaser to purchase take possession of the Mortgage Loans on the Closing DateTTR Business and Purchased Assets.

Closing. 4.1 The closing Closing of the sale and purchase of the Mortgage Loans (Securities shall take place on the "Closing") shall be held Closing Date at the offices of CadwaladerNorton Rose, Wickersham & Taft LLP42, 227 West Trade Streetrue Washington, Suite 240075408 Paris Cedex, CharlotteFrance, ▇▇▇▇ ▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇o▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇e ▇ ▇▇▇▇▇ ▇▇ the Closing Date, when all (but not part only) of the business referred to in this Clause 4 shall be subject transacted. 4.1.1 The Seller shall deliver to the Purchaser: (a) evidence satisfactory to the Purchaser that the Company owns 100% (one hundred percent) of the shares (in the case of Mega-Hertz and Mega-Hertz Entreprises, the Securities and in the case of Eurocom, the shares) of each of the following conditions, which can only be waived or modified by mutual consent Group Companies; (b) all of the parties hereto.statutory, corporate, share transfer ledger, individual shareholder accounts, minute and other books of each of the Group Companies; (c) the written resignations of each of: (i) All the managing directors (gerants) of each of the representations Company; Mega-Hertz and warranties Mega-Hertz Enterprises; and (ii) the members of the Seller Board of Directors (conseil d'administration) of Eurocom; duly executed by the persons holding such positions and confirming that at the Closing Date they do not have any Purchaser Claims against any of the Purchaser specified in Sections 4 Group Companies; (d) the written resignations of Ernst & Young Audit and 5 hereof shall be true Mr. Robert Valin from their positions as statutory aud▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇▇ aux comptes) of the Company and correct as of Eurocom with effect from the Closing Date; (iie) All documents specified in Section 8 two original signed copies of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and Seller, shall be Trademark License duly executed and delivered by all signatories as required pursuant to the respective terms thereofBrightpoint Inc.; (iiif) The Seller shall have delivered and released evidence of termination of the services contract relating to the Purchaseruse by the Company of the services supplied by Mr Dominique Betsch, Mr Raphael Chaumien and Mrs Fabie▇▇▇ ▇▇▇▇▇ ; (g) ▇▇▇ docu▇▇▇▇ ▇▇▇▇▇ng that the Trustee or a Custodian, or Wo▇▇▇ ▇▇▇▇▇▇▇ (comite d'entreprise) of the Master Servicer shall have received to hold in trust pursuant Company has been consulted and has issued its opinion with respect to the Pooling and Servicing Agreement, Transaction; (h) the Update Exhibit (as the case may be); (i) evidence of the approval of the Transaction contemplated hereby by the Board of Directors of Brightpoint Inc.; (j) evidence of the absence of exercise by the following operators: SFR, all documents Orange and funds required Bouygues, of their right to be so delivered terminate the agreements entered into with the Group Companies by reason of the consummation of the Transaction; (k) a certification of the Seller confirming that the Seller Warranties are accurate as at the Closing Date subject to the Update Exhibits. 4.1.2 The Purchaser shall deliver to the Seller: (a) evidence of the approval of the Transaction contemplated hereby by the investment Committee of Initiative & Finance Investissement; (b) payment of the purchase price for the securities, pursuant to Sections 2(c), 2(d) the terms and 2(e) conditions referred to in Clause 2.3.5 hereof; (ivc) The result of any examination of the Mortgage Files and Servicing Files for Initial Base Purchase Price Payments, in the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser manner specified in its reasonable determinationClause 2.3.5 hereof; (vd) All other terms an original signed copy of the Trademark License, duly executed by the Company; (e) a letter confirming (i) the release of the surety granted by the company Brightpoint Inc. to the Natexis bank with respect to the short tem loan granted by the latter to the Company and conditions (ii) the absence of this Agreement required to be complied with on or before termination of the Closing Date shall have been complied with, bank loans currently in force. 4.1.3 The Purchaser and the Seller shall have execute and exchange: (a) the ability Shareholder Loan Transfer Agreement, it being specified that the Purchaser undertakes to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after notify the Closing DateCompany within 24 hours of such transfer; (vib) the Deed of Transfer of Securities in four originals, one of which shall be for the Purchaser, one for the Seller and two shall be used for tax registration purposes. 4.1.4 The Seller (or an affiliate thereofSeller, the Purchaser and Initiative & Finance Investissement shall execute the contract(s) shall have paid or agreed to pay all fees, costs and expenses payable reflecting the agreements reached among them relating to the Purchaser or otherwise pursuant to this Agreement; and (vii) Neither provisions set out in 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 Datelast paragraph of Clause 2.2.1 hereof.

Closing. The closing consummation of the sale and purchase of the Mortgage Loans Stock ------- provided for in Section 1 (the "ClosingCLOSING") shall will be held made, against delivery of conveyance and transfer by appropriate instruments of transfer, including but not limited to assignments, approvals, or such other appropriate instruments as are requested by the Buyer which convey all of the Seller's right, title and interest in and to the Stock of the Company to the Buyer, at two o'clock p.m. on March 11, 1998 (such date and time being herein referred to as the "CLOSING DATE"), at the offices of CadwaladerFishman, Wickersham & Taft LLPMerrick, 227 West Trade StreetMiller, Suite 2400Genelly, CharlotteSpringer, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Suite 2800, Chicago, Illinois 60606, or such other time and place as shall be mutually agreed between the parties, subject, however, to the provisions of Section 26 hereof. ▇▇e Closing The effective date of the transactions contemplated herein shall be as of January 1, 1998. The obligation of the Buyer to consummate the transactions contemplated under this Agreement shall, at the option of the Buyer, be subject to each the satisfaction, on or prior to the Closing Date, of the following conditionsconditions set forth in this Section 4. The Buyer may waive any or all of such conditions in whole or in part without prior notice; provided, which can only however, that no such waiver shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity if the Seller shall be waived in violation of any of its representations, warranties, covenants, agreements or modified by mutual consent of the parties heretoobligations under this Agreement. (ia) All There shall have been no breach by the Seller in the performance of any of its covenants and agreements herein; each of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof contained or referred to herein shall be true and correct in all respects on the Closing Date as of though made on the Closing Date;, except for changes resulting from any transaction expressly consented to in writing by the Buyer; and there shall have been delivered to Buyer a certificate or certificates to such effect, dated the Closing Date, signed by or on behalf of the Seller by its Chief Executive Officer or Executive Vice President. (iib) All documents specified The Seller shall have taken all corporate action necessary to approve the transaction contemplated by this Agreement, and shall have furnished the Buyer with certified copies of resolutions adopted by its Board of Directors and stockholders in Section 8 of this Agreement (the "Closing Documents")connection with such transaction, in such forms as are agreed upon each case in form and substance reasonably acceptable satisfactory to counsel for the Buyer. (c) There shall not be in effect or, to the Purchaser and best knowledge of the Seller, threatened any Order (preliminary, permanent or temporary) by a Governmental Body of competent jurisdiction and no Legal Requirement shall be duly executed and delivered by all signatories as required pursuant to have been promulgated or enacted which, in any case, restrains or prohibits the respective terms thereof;transaction contemplated hereby. (iiid) The Seller shall have delivered and released to the PurchaserBuyer such evidence as the Buyer may request of the receipt of all actions and approvals to consummate the transactions contemplated hereby. (e) There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit or invalidate the Trustee or a Custodiansale of the Subject Business to the Buyer, or which might affect the Master Servicer shall have received right of the Buyer to hold own, operate in trust pursuant to their entirety or control the Pooling Subject Business. Any sales or other transfer taxes payable by reason of the transfer and Servicing Agreement, as conveyance of the case may be, all documents and funds required Stock to be so sold, assigned, transferred and 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 hereunder shall be satisfactory to paid by 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 DateSeller.