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 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 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 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 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 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 (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. 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 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. (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 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. 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 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, 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 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, ▇▇▇▇▇ ▇▇▇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. 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 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. (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. 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. (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") 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 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. (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 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 (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. 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 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. (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. (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 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 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 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 "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 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. (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 (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 (a) Subject to the terms and conditions of this Agreement, the consummation of the sale of the Mortgage Loans Transactions contemplated hereby (the "“Closing"”) shall be held deemed to take place immediately prior to the effectiveness of the Restated Certificate, and the date and time of the completion of the foregoing shall be deemed the “Closing Date”. The Closing shall take place via the electronic exchange of documents and signatures. The parties hereto acknowledge and agree that (i) all proceedings at the Closing shall be deemed 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 simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed or delivered, and (ii) that the Closing shall be deemed to have taken place at the offices of Cadwalader, Wickersham & Taft ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇located at ▇▇▇▇ ▇▇▇oli▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, or at such other date or at such other place as the parties hereto may mutually agree upon in writing. ▇▇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 deemed effective as of the Closing Date; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents")12:01 a.m., in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerEastern Time, 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. (b) At the Closing, the Stockholders will deliver to the Purchaser good and valid title to the Shares, free and clear of all Liens, together with a certificate(s) for the Shares duly endorsed or accompanied by a stock power(s) duly endorsed in blank, with any required transfer stamps affixed thereto, or a lost stock affidavit executed by such Stockholder in a form reasonably acceptable to the Purchaser, against payment of the Purchaser Common Stock. (c) Notwithstanding the foregoing, no fractional shares of Purchaser Common Stock shall be issued as part of the Closing Stock Issuance. Fractional shares to be issued hereunder shall be rounded up to the next whole number. (d) All options, warrants and rights to purchase securities of the Company will be exercised or terminated prior to or effective upon the Closing Date, and the Purchaser shall not assume or have any obligation with respect to such options, warrants or rights.

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 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 At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the sale Articles of Merger, which shall become effective at the Effective Time of the Mortgage Loans Merger) and (ii) effect the conversion and delivery of shares referred to in Section 3 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement terminates, CEI hereby covenants and agrees to do all things required by Delaware law [and all things which counsel for the COMPANY advise CEI are required by applicable laws of the State of _________] in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall be held take place on the closing date (the "Closing Date") at the offices of Cadwalader▇▇▇▇▇▇, Wickersham ▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing On the Funding and Consummation Date (x) the Articles of Merger shall be subject or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Funding and Consummation Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to each the cash portion of the following conditionsconsideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), which can (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be waived or modified terminated by mutual consent the parties if the underwriting agreement in respect of the parties hereto. (i) All IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the representations Funding and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as Consummation Date has not occurred within 15 business days 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 . Time is 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 Dateessence.

Closing. (a) The closing of the sale of the Mortgage Loans Acquisition (the "“Closing"”) shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇▇▇ & ▇▇▇oli▇▇ ▇8202 a▇ LLP, ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, at 10:00 a.m., New York City time, on the third (3rd) Business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article VIII (other than (i) delivery of items to be delivered at the Closing and (ii) satisfaction of conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction of such conditions at the Closing), or at such other place, time and date as shall be agreed between Purchaser and Seller. ▇▇e The date on which the Closing takes place is referred to in this Agreement as the “Closing Date”. The Closing shall be subject deemed to each be effective as of 12:01 a.m., New York City time, on the following conditionsClosing Date (the “Effective Time”). (b) At or prior to the Closing, which can only Seller and/or the Company shall deliver or cause to be waived or modified by mutual consent of the parties hereto.delivered to Purchaser: (i) All a certificate of transfer with respect to the representations Units duly endorsed by Seller; (ii) the certificate required to be delivered pursuant to Section 8.01(a); (iii) the Transition Services Agreement, duly executed by Seller; (iv) the Escrow Agreement, duly executed by Seller; (v) (x) a certificate, duly completed and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct executed as of the Closing Date, certifying that Seller is not a foreign person, substantially in the form of the sample set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B), and (y) and IRS Form W-9; (vi) the Seller Release, duly executed by Seller; (vii) written resignations, effective immediately after the Closing, of all members of the board of managers and officers of the Company or such other evidence reasonably satisfactory to Purchaser confirming that such persons shall no longer be members of the board of managers or officers, as applicable, of the Company; and (viii) the Closing Date Financing Deliverables. (c) At the Closing, Purchaser shall deliver or cause to be delivered to Seller and the Company: (i) by wire transfer of immediately available funds to a bank account that is designated in writing by Seller at least two (2) Business Days prior to the Closing Date, an amount equal to the Closing Date Purchase Price less the Escrow Amount; (ii) All documents specified in Section 8 by wire transfer of this Agreement (immediately available funds, the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable Escrow Amount to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required Escrow Agent pursuant to the respective terms thereofEscrow Agreement; (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 certificate required to be so delivered pursuant to Sections 2(cSection 8.02(a), 2(d) and 2(e) hereof; (iv) The result of any examination of 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;Purchaser; and (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withEscrow Agreement, duly executed by Purchaser 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 DateEscrow Agent.

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, 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 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. 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 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. 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") 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 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. 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 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. (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 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 (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 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. 7.1 The closing of the sale and purchase of the Mortgage Loans Shares under this Agreement (the "“Closing"”) shall be held take place at 10:00 a.m. at the offices London office of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇& ▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each L.L.P. on the fifth (5th) Business Day following: (a) the earliest of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.date the: (i) All of pre-emption period set forth in the representations and warranties of Anaguid JOA expires without the Seller and of counter-party to the Purchaser specified in Sections 4 and 5 hereof shall be true and correct as of Anaguid JOA exercising its pre-emption right under the Closing DateAnaguid JOA; (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable counter-party to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;Anaguid JOA waives its pre-emption right; or (iii) The Seller shall have delivered and released counter-party 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 Anaguid JOA exercises 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 Agreementpre-emption right; and (viib) Neither fulfilment (or waiver pursuant to Clause 3.2(b), 3.4 and/or 3.5, as applicable) of all the Certificate Purchase Conditions in Clause 3.1 (other than those Conditions that by their nature can only be satisfied at the Closing but subject to the fulfilment or waiver pursuant to Clause 3.2(b), 3.4 and/or 3.5, as applicable, of such conditions at Closing). 7.2 At Closing each Party shall do all those things respectively required of such Party in Schedule 2. 7.3 The Buyer shall not be obliged to complete this Agreement nor unless the Underwriting Seller complies with all of its obligations in Schedule 2. The Seller shall not be obliged to complete this Agreement shall have been terminated unless the Buyer complies with all of its obligations in accordance Schedule 2. 7.4 Should the Closing not occur by the Long Stop Date as a result of the Seller not complying with its terms. Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder contained in a manner that will enable Schedule 2, the Purchaser to purchase the Mortgage Loans on provisions of Clause 3.8 shall apply mutatis mutandis. 7.5 Should the Closing Datenot occur by the Long Stop Date as a result of the Buyer not complying with its obligations contained in Schedule 2, the provisions of Clause 3.7 shall apply mutatis mutandis. 7.6 The Seller shall be entitled to address to the Buyer, at least four (4) Business Days prior to the Closing, a Second Disclosure Letter which shall disclose exceptions to the Warranties which to the Actual Knowledge of Seller did not exist prior to the First Disclosure Letter. Should the exceptions contained in the Second Disclosure Letter result in the Conditions set forth in Clause 3.1(a) being unable to be satisfied and, subject to the Buyer having not intentionally or wilfully breached this Agreement as provided in the first proviso in Clause 3.2, the Buyer shall be entitled to not complete this Agreement (as provided in Clause 3.2(a)), in which case the provisions of Clause 3.2 and/or 3.8 shall apply mutatis mutandis.

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 (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 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, 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 Subject to the satisfaction or waiver of all of the sale of conditions set forth in Section 3.2, Section 3.3 and Section 3.4, the Mortgage Loans transactions contemplated hereby will be completed (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlottethe Arbutus’ counsel, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e LLP, in New York, New York at 9:30 a.m. (New York time) (the Closing shall Time) within two (2) Business Days of the performance and satisfaction or waiver of the terms and conditions contained in Section 3.2, Section 3.3 and Section 3.4 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to each the fulfillment or waiver of those conditions) (the following conditionsdate of such closing, which can only be waived the Closing Date), or modified by mutual consent such other place, date or time as the Parties may agree. If, prior to or at the Closing Time, the terms and conditions contained in Section 3.2, Section 3.3 and Section 3.4 of this Agreement have been complied with to the parties hereto.satisfaction of or waiver by, Arbutus and/or Roivant, as the case may be: (a) Arbutus shall deliver to Roivant at the Closing Time (i) All an executed counterpart to the Bills of Sale and Assignment and Assumption Agreements duly executed by Arbutus; (ii) executed counterparts to the representations Ancillary Agreements to which Arbutus is a party duly executed by Arbutus; (iii) certificates representing the Genevant Shares, duly endorsed in blank, or accompanied by either stock powers duly executed in blank by Arbutus or such other instruments of transfer as are reasonably acceptable to Roivant, (iv) a certificate in form and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall be true and correct substance acceptable to Roivant, dated as of the Closing Date; (ii) All documents specified in Section 8 Date and signed by the Chief Executive Officer and the Chief Financial Officer of this Agreement (the "Closing Documents")Arbutus, in such forms as are agreed upon each case, certifying for 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 Agreementon behalf of Arbutus, as the case may be, all documents and funds required to be so delivered pursuant to Sections 2(c)not in their personal capacities, 2(dthat the conditions set forth in Section 3.3(a) and 2(eSection 3.3(b) hereof; (iv) The result of any examination of the Mortgage Files have been satisfied; 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 such other terms and conditions of this Agreement documentation as may be 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 (viib) Neither Roivant shall (i) pay the Certificate Purchase Agreement nor Subscription Price by wire transfer of immediately available funds to the Underwriting Agreement shall Company at the Closing Time and (ii) deliver to the Company at the Closing Time (A) an executed counterpart to the Bills of Sale and Assignment and Assumption Agreements duly executed by the Company; (B) executed counterparts to the Ancillary Agreements to which Roivant or the Company or any Company Subsidiary is a party duly executed by the Company and/or the Company Subsidiaries, as applicable; (C) a certificate in form and substance acceptable to Arbutus, dated as of the Closing Date and signed by a duly authorized officer of Roivant, in each case certifying for and on behalf of Roivant, as the case may be, and not in their personal capacities, that the conditions set forth in Section 3.4(a) and Section 3.4(b) have been terminated in accordance with its terms. Both parties agree satisfied; and (D) such other documentation as may be required pursuant 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 Datethis Agreement.

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) 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. 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 Street, Suite 2400, Charlotte, ▇▇▇ ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇at 9:00 a.m., New York 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 Section 4 of this Agreement (including, without limitation, the representations and 5 hereof warranties set forth on Exhibit 2 to this Agreement) 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). (iib) All documents Closing Documents specified in Section 8 7 of this Agreement (the "Closing Documents")Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerSeller or the Purchaser, as applicable, 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 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 the Purchaser as of the Closing Date pursuant to Sections 2(c), 2(d) and 2(e) hereof;Section 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 and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Seller's Information to be disclosed in the Memorandum and 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, 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;. (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; andSection 8 hereof. (viig) Neither The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate Purchase Agreement Agreement, and neither the Underwriters nor the Underwriting Agreement Initial Purchasers shall have been terminated in accordance with its termssuspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. (j) The Master Servicer and Principal Capital Management, LLC shall have entered into a primary servicing agreement (such agreement, the "Primary Servicing Agreement"). Both parties agree 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. A. The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held at on or before the Closing Date, and shall occur in the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇B▇▇▇▇ B▇▇▇oli▇ L.L.P., 9▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing , unless otherwise agreed to by the Parties. B. At Closing, Buyers and Seller shall perform the obligations set forth in, respectively, subparagraphs (i) and (ii) below, the performance of which obligations shall be subject to each of the following concurrent conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All Buyers shall deliver, or cause to be delivered, to Seller: (a) the Assignment of Ownership Interest, fully executed by each Buyer; (b) the Purchase Price in the form of immediately available funds by wire transfer to an account or accounts specified by Receiver; and (c) any other documents reasonably requested by Seller to evidence each Buyer’s authority to enter into and comply with all of the representations terms and warranties of the Seller and of the Purchaser specified conditions contained in Sections 4 and 5 hereof shall be true and correct as of the Closing Date;this Agreement. (ii) All documents specified in Section 8 of this Agreement (the "Closing Documents")Seller shall deliver, in such forms as are agreed upon and reasonably acceptable or cause to the Purchaser and Sellerbe delivered, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;Buyers: (iiia) The Seller shall have delivered and released to the PurchaserAssignment of Ownership Interest, 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 fully 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 AgreementSeller; and (viib) Neither any other documents reasonably requested by Buyers to evidence Seller’s authority to enter into and comply with all of the Certificate Purchase terms and conditions contained in this Agreement. C. Each Party shall bear its own expenses with respect to the performance of its obligations under this Agreement nor and providing all of the Underwriting documents required under this Agreement in connection with Closing. D. In the event the Parties hereto are unable to obtain the approval of the Court or are otherwise unable to legally consummate the transactions contemplated under this Agreement by January 15, 2010, (the “Termination Date”) then the obligations of the Parties to each other pursuant to this 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 terminate, unless such time period is extended by mutual agreement of the Purchaser to purchase the Mortgage Loans on the Closing Dateparties.

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, ▇▇▇Wood LLP on the Closing Date. The Closing sha▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ea▇▇ ▇▇. ▇▇e Closing shall be subject to each of f 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 Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Deloitte & Touche 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 July 31, 2007, among the Seller, Merrill Lynch Mortgage Lending, Inc., LaSalle Bank National Asso▇▇▇▇▇▇▇, ▇▇▇▇s Fargo Bank, National Association, the Purchaser, the Under▇▇▇▇▇rs and the Initial Purchaser. 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 If the Purchaser exercises its Right of First Refusal with respect to any Shares, then the closing of the sale purchase of the Mortgage Loans (the "Closing") subject Shares shall be held take place at the offices principal office of CadwaladerLath▇▇ & ▇atk▇▇▇, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte▇▇3 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇oli▇, ▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ -▇▇▇▇▇, ▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each 10:00 a.m. California time, on the later of the following conditions, which can only be waived or modified by mutual consent of the parties hereto. (i) All the 10th business day following the receipt by the Seller of the representations and warranties Right 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 First Refusal Exercise Notice or a Custodian, Elective Sale Exercise Notice or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing AgreementRule 144 Exercise Notice, as the case may be, all documents and funds required or (ii) if applicable, the closing date provided for in the Offer Notice or Elective Sale Notice, as the case may be; 7 provided, however, that if any of the Shares to be so delivered pursuant to Sections 2(c), 2(dacquired by the Purchaser would result in the Purchaser holding "Excess Shares" under Section 6.1(d) and 2(e) hereof; (iv) The result of any examination of the Mortgage Files and Servicing Files for Purchase Agreement, then the Mortgage Loans performed by or on behalf closing of the Purchaser pursuant to Section 3 hereof purchase of those Shares shall be satisfactory to occur, at the Purchaser in its reasonable determination; (v) All other terms Purchaser's sole and conditions absolute discretion, no later than 90 calendar days following the receipt by the Seller of this Agreement required to the Right of First Refusal Exercise Notice or Elective Sale Exercise Notice or Rule 144 Exercise Notice, as the case may be; provided, further, however, that if at the time the Seller receives the Right of First Refusal Exercise Notice or Elective Sale Exercise Notice or Rule 144 Exercise Notice, as the case may be, the requirements of the HSR Act must be complied with on or before in order for the Closing Date shall have been complied withPurchaser to consummate the purchase of the Shares contemplated by such notice, and then (A) as soon as practicable, the Seller shall have cause Dreyer's to make all filings required under the ability to comply with HSR Act and the Purchaser shall make all terms filings required under the HSR Act and conditions and perform all duties and obligations required to be complied with or performed (B) the closing of the purchase of the subject Shares shall occur only after the Closing Date; (vi) applicable waiting period, including any extension thereof, under the HSR Act shall have expired or been terminated and neither the Department of Justice nor the Federal Trade Commission shall have instituted any litigation to enjoin or delay the consummation of such purchase. The payment of the appropriate purchase price shall be paid by delivery to the Seller (or an affiliate thereofSeller's bank or other financial institution if so directed by the Seller) shall have paid or agreed to pay all fees, costs and expenses of a certified check payable to the Purchaser Seller (or otherwise pursuant Seller's bank or other financial institution if so directed by the Seller) against delivery of certificates or other instruments representing the Shares, appropriately endorsed or executed by the Seller, together with such instruments of transfer and conveyance, satisfactory in form and substance 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 Purchaser, sufficient to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable vest the Purchaser to purchase with good and marketable title, free and clear of any and all liens, charges, encumbrances, covenants, conditions, restrictions, voting trust arrangements, adverse claims or rights whatsoever (collectively, the Mortgage Loans on the Closing Date"Encumbrances").

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 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 closing of the sale purchase of the Mortgage Loans (the "Closing") Purchased Assets under this Agreement shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇Buyer located at ▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , Suite 250, Charlotte, North Carolina 28202 at 9:00 a.m. local time, on the closing date (the “Closing” or the “Closing Date”), which shall be subject to on the first day of the month which is at least ten (10) days after the fulfillment or waiver of each of the following conditionsconditions set forth in Article V hereof or at such other place, which can only or on such earlier or later date and time as may be waived or modified mutually agreed in writing by mutual consent of Buyer and Sellers, with the parties hereto. (i) executing documents and exchanging signed documents. All of the representations proceedings to be taken and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall all documents to 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 parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed to have been taken nor any documents executed or delivered until all have been taken, executed and delivered. At Closing, (i) the Sellers shall deliver to Buyer all executed documents contemplated hereby including, without limitation, bills of sale and quitclaim deeds with covenant, necessary to transfer all of Sellers’ right, title and interest in and to the respective terms thereof; Purchased Assets, subject only to Permitted Liens, to Buyer as provided herein, (ii) the Buyer shall deliver to the Sellers all executed documents contemplated hereby, including without limitation instruments of assumption with respect to the Assumed Liabilities, and (iii) The Seller Buyer shall have delivered and released hand deliver or wire transfer the Purchase Price to or at 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 written direction 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 Sellers on the Closing Dateterms set forth herein.

Closing. The closing At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the sale Articles of Merger, which shall become effective at the Effective Time of the Mortgage Loans Merger) and (ii) effect the conversion and delivery of shares referred to in Section 2 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing and this Agreement terminates, CTS hereby covenants and agrees to do all things required by Delaware Law and all things which counsel for the COMPANY advise CTS are required by applicable laws of the State of Colorado in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the date of the execution of the underwriting agreement to be held used in connection with the IPO (the "Pre-Closing Date") at the offices of Cadwalader▇▇▇▇▇▇, Wickersham ▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e On the Closing Date (x) the Articles of Merger shall be subject to each of or shall have been filed with 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 appropriate state authorities so that they shall be true and correct or, as of 8:00 a.m. New York City time on the Closing Date; , shall become effective and the Merger shall thereby be effected, (iiy) All documents specified all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable an amount equal to the Purchaser and Seller, cash portion of the consideration which the STOCKHOLDERS shall be duly executed and delivered by all signatories as required entitled to receive pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released Merger referred 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 completed and (z) the closing with respect to the Purchaser in its reasonable determination; (v) All other terms IPO shall occur and conditions of this Agreement required be deemed to be complied with completed. The date on or before which the Closing Date actions described in the preceding clauses (x), (y) and (z) occur shall have been complied with, and be referred to 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 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 transactions contemplated hereby, including, the purchase and sale of the Mortgage Loans Purchase Shares and the payment of the Purchase Price (the "ClosingCLOSING") ), shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlottethe Seller's Israeli counsel in connection with the transactions contemplated hereby, ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇, ▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ , ▇▇▇▇. ▇▇e Closing , two (2) Business Days after the satisfaction of the last of the conditions precedent set forth in SECTION 2.5 (other than those conditions which by their terms must be satisfied at the Closing, which such conditions shall be subject to each of satisfied at Closing) or on such other date and at such other time and place as is mutually agreed by the Parties (such date, the "CLOSING DATE"). At the Closing, 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 Seller will deliver, or cause to be delivered, to the parties hereto.Purchaser the following documents: (i) All A share transfer deed in respect of the representations and warranties Purchase Shares, validly executed by the Seller as transferor of the Seller and Purchase Shares, in accordance with the Company's Organisational Documents (the "SHARE TRANSFER DEED"); (ii) Written letters of resignations in respect of all existing directors of the Purchaser specified in Sections 4 Company and 5 hereof shall be true and correct its Subsidiaries (other than the directors listed on SCHEDULE 2.4(a)(ii)) (such resigning directors, the "SELLER DIRECTORS"), effective as of the Closing Date, in the form attached hereto as EXHIBIT A; (iii) A certificate signed on behalf of the Seller by a duly authorised officer of the Seller, dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in SECTION 2.5(b); (iv) Subject to SECTION 2.6 and to the extent issued to the Seller by the Israeli Tax Authority, a certificate which provides for an exemption from withholding or a reduced withholding rate in respect of the payment of the Base Purchase Price or the Purchase Price, as the case may be (the "CERTIFICATE OF TAX EXEMPTION"); (v) The Debt Instrument validly executed by the Seller or its nominee; (vi) A capitalisation table of the Company in accordance with Section 3.2(a) as of the date as close as possible to the Closing Date, but in any event no later than five (5) Business Days prior to the Closing Date. (b) The Purchaser shall deliver, or cause to be delivered, to the Seller the following documents: (i) The Share Transfer Deed validly executed by the Purchaser as transferee of the Purchase Shares; (ii) All documents specified Payment of the Closing Purchase Price Amount by wire transfer of immediately available funds to one or more bank account(s) designated by the Seller 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 thereofaccordance with SECTION 2.2; (iii) The Debt Instrument and all documentation ancillary thereto (all in form and substance which the Seller shall have delivered and released reasonably consider necessary with respect to the Purchasergranting of the loan under the Debt Instrument and in respect of the creation, registration, and perfection of 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 collateral to be so delivered pursuant to Sections 2(c), 2(dgranted under the Debt Instrument) validly executed by the Purchaser and 2(e) hereofall other relevant parties; (iv) The result of any examination A duly executed copy of the Mortgage Files and Servicing Files for the Mortgage Loans performed Relationship Agreement or any similar undertaking by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationform satisfactory to both the Seller and the Purchaser for the replacement of the Seller as a party under the Relationship Agreement; (v) All other terms information and conditions documentation in the possession of this Agreement the Purchaser, required to be complied with on or before by the Closing Date shall have been complied with, and the Seller shall have the ability Company to comply with all terms and conditions and perform all duties and obligations required any of the requirements set forth in the Company's Organisational Documents with respect to be complied with or performed after the Closing Datetransfer of the Purchase Shares hereunder; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all feesA certificate signed on behalf of the Purchaser by a duly authorised officer of the Purchaser, costs and expenses payable dated as of the Closing Date, certifying as to the satisfaction of the conditions set forth in SECTION 2.5(c); (vii) A capitalisation table in the form and substance provided for in SCHEDULE 4.2 hereof, describing the direct ownership interests in the Purchaser, any Purchaser or otherwise pursuant to this AgreementInterested Party, and the ultimate controlling shareholders in the Purchaser at the Closing Date; and (viiviii) Neither To the Certificate Purchase Agreement nor extent that the Underwriting Agreement shall Purchaser is required to withhold any taxes according to SECTION 2.6 of this Agreement: Either (A) (x) a valid confirmation, to the full satisfaction of the Seller, that all the amounts that should have been terminated withheld by the Purchaser in accordance with its termsSECTION 2.6 of this Agreement have been actually paid to the Israeli Tax Authority; and (y) a valid certificate of payment to the Israeli Tax Authority, on Form 0857, to the full satisfaction of the Seller, which refers to: (A) the amounts that were paid to the Seller by the Purchaser, and (B) the amount of tax that was withheld from the payment to the Seller (the "WITHHOLDING CONFIRMATION"). Both parties agree to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable Purchaser shall deliver the Purchaser to purchase the Mortgage Loans Withholding Confirmation on the Closing Date, or (B) a banker's cheque for the benefit of the Israeli Tax Authority for the amount of the required withholding which shall be deposited in escrow with Seller's counsel and be payable to the Israeli Tax Authority by the representatives of both Parties on the day of the Closing or on the first Business Day thereafter. For purposes of this section a Business Day shall mean a day on which payments to the Israeli Tax Authority can be made. (c) No later than fourteen (14) days after the date hereof, the Purchaser shall provide the Seller with the names and other required data of all persons recommended by the Purchaser to serve as the directors of the Company immediately following the Closing (the "PURCHASER DIRECTORS"); PROVIDED, that (i) the number of the appointed Purchaser Directors shall not exceed the number of Seller Directors; and (ii) subject to and taking into consideration the identity and classification of the directors of the Company (other than the Seller Directors), the persons recommended by the Purchaser to serve as the Purchaser Directors comply, in all respects with the requirements and qualifications provided for in the Company's Organisational Documents, the Israeli Companies Law of 1999 and any other applicable law, including, without limitation, the rules and regulations of the NASDAQ Stock Market. Subject to the Purchaser providing the Seller with the details of the Purchaser Directors, the Seller shall use commercially reasonable efforts to either: (x) propose that the Board adopts a resolution that effective of the Closing Date, the Purchaser Directors shall be appointed to serve on the Board immediately after the Closing; or (y) call a meeting of the shareholders of the Company to be held by no later than 15 November 2009 and vote its shares in the Company in favour of the adoption of a resolution that effective of the Closing Date, the Purchaser Directors shall be appointed to serve on the Board immediately after the Closing. (d) At the Closing, the Seller and the Purchaser shall provide the Company with the fully executed Share Transfer Deed and return to the Company the share certificates representing the Purchase Shares issued by the Company on the name of the Seller, and use commercially reasonable efforts to procure that the Company will perform the following actions: (x) record the transfer of the Purchase Shares to the Purchaser in the shareholders' register of the Company; and (y) deliver to the Purchaser a new share certificate in respect of the Purchase Shares under the name of the Purchaser in lieu of the share certificates described in SUB-SECTION 2.4(d)(i) above. (e) Promptly after the Closing, the Purchaser shall use commercially reasonable efforts to procure that the Company will make all public filings required under any applicable law in connection with the transaction contemplated hereby in a timely manner. It is acknowledged by the Seller, that performances by the Company of the actions specified under SUB-SECTION 2.4(d)(i) THROUGH 2.4(d)(ii) above, shall be made concurrently with the payment of the Closing Purchase Price Amount by the Purchaser to the Seller and as a preliminary condition for such payment.

Closing. The closing At or prior to the Pricing, the parties shall take all administrative actions necessary to prepare to effect the sale of the Purchased Assets and the assumption of the Assumed Liabilities referred to herein; provided, that such actions shall not include the actual completion of the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities, the delivery of the ▇▇▇▇ of Sale and the Assignment and Assumption Agreement, and the delivery of the check(s) (or wire transfers) referred to in Section 2 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing Date and this Agreement terminates, Purchaser hereby covenants and agrees to do all things required by Pennsylvania law and all things which counsel for the Seller advises Purchaser are required by applicable laws of the State of North Carolina in order to rescind any actions taken in furtherance of the sale of the Mortgage Loans (Purchased Assets and the "Closing") assumption of the Assumed Liabilities as described in this Section. The taking of the actions described above shall be held take place on the Pricing Date at the offices of CadwaladerPepper, Wickersham ▇▇▇▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte3000 Two ▇▇▇▇▇ Square, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇. On the Closing Date (i) (a) the Seller's duly executed ▇▇▇▇ ▇▇▇▇. ▇▇e Closing of Sale, (b) the Seller's duly executed counterpart to the Assignment and Assumption Agreement and (c) all such endorsements, assignments and other instruments of transfer and conveyance including, without limitation, waivers or consents of lessors and other third Persons, and releases, satisfactions and termination statements from secured parties, as may be necessary to vest in the Purchaser indefeasible and marketable legal and beneficial title to the Purchased Assets, free and clear of all Encumbrances, to effect the assignment and assumption of the Assumed Liabilities and to consummate the transactions contemplated by this Agreement, all of which 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 in form 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 substance 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 satisfactory to the Purchaser, (ii) all transactions contemplated by this Agreement, including the Trustee delivery of shares of DocuNet Common Stock to the Seller, the delivery of the shares of DocuNet Common Stock to the Escrow Agent on account of the Escrow Agreement, the delivery of a bank check or checks or a Custodianwire transfer in an amount equal to the cash portion of the consideration which the Seller shall be entitled to receive pursuant to Section 2 hereof, or and the Master Servicer delivery of the documents contemplated to be delivered by Purchaser, Seller and Shareholders pursuant to Section 6 hereof, and (iii) the closing with respect to the Initial Public Offering shall have received occur and be deemed to hold be completed. The date on which the actions described in trust the preceding clauses (i), (ii) and (iii) occurs shall be referred to as the "Closing Date." Except as otherwise provided in Section 11 hereof, during the period from the Pricing Date to the Closing Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the Initial Public Offering is terminated 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 consummation of the sale of the Mortgage Loans transactions contemplated by this Agreement (the "Closing") shall be held at 10:00 a.m. (Moscow time) at the offices of CadwaladerAkin, Wickersham Gump, Strauss, Haue▇ & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte▇eld, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇..L.P., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇counsel to the Company, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇located at Dukat Place II, 7 Ulitsa Gasheka, 123056 Moscow, Russian Federation, on the Closing Date, simultaneously with the Company Closing and the closing under the Preferred Stock Purchase Agreement and the Telenor Share Purchase Agreement. ▇▇e The Purchaser shall notify the Seller in accordance with Section 8.09 of (i) proposed date of the Closing shall be subject at least fifteen (15) Business Days prior to such date and (ii) the actual date of the Closing at least five (5) Business Days prior to such date. The Parties are committed to taking all necessary action so that the Closing Date will occur no later than the Final Date. At the Closing, each and all of the following conditionsactions shall take place, all of which can only shall be waived or modified by mutual consent considered to be taking place simultaneously and none of the parties hereto.which shall be considered to have taken place until and unless all of these actions shall have taken place: (ia) All of the Seller shall deliver to the Purchaser a certificate to the effect that the representations and warranties of the Seller and of the Purchaser specified contained in Sections 4 and 5 hereof shall be this Agreement are true and correct at and as of the Closing Date; (iib) All documents specified in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable Seller shall deliver to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant a certificate to the respective terms thereofeffect that conditions precedent to the obligations of the Purchaser contained in this Agreement have been satisfied (or waived by the Seller); (iiic) The Seller the Purchaser shall have delivered and released deliver to the Purchaser, the Trustee or Seller a Custodian, or the Master Servicer shall have received to hold in trust pursuant certificate to the Pooling effect that the representations 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 warranties of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser contained 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, are true and the Seller shall have the ability to comply with all terms correct at and conditions and perform all duties and obligations required to be complied with or performed after as of the Closing Date; (vid) The the Purchaser shall deliver to the Seller a certificate to the effect that the conditions precedent to the obligations of the Seller contained in this Agreement have been satisfied (or an affiliate thereofwaived by the Purchaser); (e) the Seller and the Purchaser shall have paid execute and deliver the Individual Share Purchase Agreement; (f) the Seller and the Purchaser shall execute and deliver the Share Transfer Order; (g) the Seller shall deliver (or agreed cause to pay all fees, costs and expenses payable be delivered) to the Purchaser or otherwise pursuant an extract from the register of the Company's shareholders maintained by the Registrar, evidencing the registration of the Shares in the name of the Purchaser, free and clear of all Liens; (h) the Purchaser shall deliver to this Agreementthe Seller a copy of the payment order for the Purchase Price in accordance with Section 2.02 stamped as proof of execution by the Purchaser's bank; 8 13 (i) the Seller shall receive an extract from the Seller's bank account confirming credit to the Seller's bank account of the Purchase Price stamped by the Seller's bank; (j) the Seller and the Purchaser shall execute two (2) originals of a notice to the FCSM meeting the requirements of Article 29 of the Federal Law of 22 April 1996 No. 39-FZ "On the Securities Market" regarding the sale by the Seller and the purchase by the Purchaser of the Shares; and (viik) 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 and the Mortgage Loans on Seller shall execute a cross-receipt evidencing receipt of the Closing DateShares, the Purchase Price and the various documents set forth above and completion of the Closing.

Closing. (a) The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham Sidley Austin Brown & Taft Wood LLP, 227 West Trade Street787 Seventh Avenue, Suite 2400New York, Charlotte, ▇▇New York 10▇▇▇ ▇▇▇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.: (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 DateDate or, in the case of any of the representations and warranties made pursuant to Section 4(b), such other date as specified in Exhibit C; (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 it 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 and funds required to be so delivered 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; (v) All all other terms and conditions of this Agreement required to be complied with by the Seller and the Purchaser, including, without limitation, in the case of the Purchaser, payment of the purchase price, 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; (viv) The 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 (viivi) Neither neither the Underwriting Agreement nor the Certificate Purchase Agreement nor the Underwriting Agreement shall have been terminated in accordance with its terms. . (c) 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 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.

Closing. 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, ▇.▇., ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to each , at 10:00 am New York time, on the later of (i) the Initial Date and (ii) the third (3rd) Business Day after the day on which all of the following conditions, which conditions set forth in Article 7 have been satisfied or waived in accordance with this Agreement (other than those conditions that by their nature can only be waived satisfied at the Closing, but subject to the satisfaction or modified by mutual consent waiver of such conditions at the parties heretoClosing). The date on which the Closing occurs is hereinafter referred to as the “Closing Date.” At the Closing: (a) Seller shall deliver or cause to be delivered to Purchaser: (i) All a duly executed instrument of transfer with respect to the transfer of the representations Transferred LP Interest to Purchaser in the form attached hereto as Exhibit A and warranties a duly executed deed of substitution with respect to the transfer of the Seller and of Transferred GP Interest to Purchaser’s permitted designee in the Purchaser specified in Sections 4 and 5 hereof shall be true and correct form attached hereto as of the Closing DateExhibit B; (ii) All documents specified in Section 8 an updated copy of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable Register of Partners duly reflecting the transfer of the Transferred LP Interest to the Purchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant the Transferred GP Interest to the respective terms thereofPurchaser’s permitted designee; (iii) The a copy of each 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) hereofRequired Governmental Authorization; (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 officer’s certificate referred to in Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination7.3(b); (v) All other terms evidence of the resignation of all officers and conditions directors of this Agreement required each Partnership Subsidiary who are representatives of Seller or its Affiliates and the termination of all powers of attorney given by the Partnership and each Partnership Subsidiary to any person who is a representative of Seller or its Affiliates, such resignations and terminations to be complied with on or before effective as of the Closing Date shall have been complied with(it being agreed that representatives of Vopak who serve as officers/directors or otherwise in a representative capacity, and the Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required or by power of attorney, of any Partnership Subsidiary are not intended to be complied with or performed after the Closing Datecovered by this Section 2.3(a)(v)); (vi) The evidence of the termination of all Affiliate Contracts, effective as of the Closing, other than the Affiliate Contract set forth on Section 2.3(a)(vi) of the Seller Disclosure Schedules; (vii) subject to Section 2.2(d), a duly executed copy of the Escrow Agreement; (viii) payoff letters with respect to the payment in full of all amounts to be repaid at Closing under the Credit Agreement in accordance with Section 5.9; and (ix) such other documentation or an affiliate thereof) confirmation of the fulfillment of such further actions as Purchaser shall have paid or agreed to pay all fees, costs and expenses payable reasonably requested of Seller by a reasonable time prior to the Purchaser or Closing, and which otherwise pursuant to do not change the terms of this Agreement. (b) Purchaser shall deliver or cause to be delivered to Seller: (i) (x) by wire transfer or delivery of immediately available funds to one or more accounts previously designated by Seller, an amount equal to the Cash Portion and (y) by delivery by Buckeye Parent of the Consideration Units (provided, however, that such Consideration Units shall be delivered to Seller or, at Seller’s direction, to any other Person); (ii) subject to Section 2.2(d), by wire transfer or delivery of immediately available funds to the Escrow Account, the Escrow Amount to be held and disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; (iii) a duly executed instrument of transfer with respect to the transfer of the Transferred LP Interest to Purchaser in the form attached hereto as Exhibit A and a duly executed deed of substitution with respect to the transfer of the Transferred GP Interest to Purchaser’s permitted designee in the form attached here as Exhibit B; (iv) the officer’s certificate referred to in Section 7.2(b); (v) a copy of each Purchaser Required Governmental Authorization; (vi) subject to Section 2.2(d), a copy of the Escrow Agreement, duly executed by Purchaser; and (vii) Neither such other documentation or confirmation of the Certificate Purchase Agreement nor the Underwriting Agreement fulfillment of such further actions as Seller shall have been terminated in accordance reasonably requested of Purchaser by a reasonable time prior to the Closing, and which otherwise do not change the terms of this Agreement. (c) FRB GP shall execute and file with its terms. Both parties agree the Registrar of Partnerships of the Cayman Islands a Statement pursuant to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable Section 10(1) of the Purchaser to purchase Exempted Limited Partnership Law (2010 Revision) regarding the Mortgage Loans on transfer of the Closing DateTransferred GP Interest.

Closing. The closing consummation of the sale of the Mortgage Loans Purchase and Sale (the "“Closing"”) shall be held at occur on the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e date (the “Closing shall be subject to each Date”) on which all of the following conditionshave been satisfied: (a) the payment by Buyer to Seller of the initial Purchase Price and Reimbursable Costs is made; (b) Seller has provided Buyer access to the Purchased Spare Equipment; (c) Seller has executed and delivered to Buyer a bill of sale and assignment, which can only shall be waived in a form mutually agreed upon by the Parties (the “Bill of Sale and Assignment”); and (d) the following conditions precedent to the Closing have been satisfied or modified by mutual consent of the parties hereto.waived: (i) All all of the representations and warranties of the Seller and of the Purchaser specified each Party in Sections 4 and 5 hereof this Agreement shall be have been true and correct in all respects (considered collectively and individually) as of the Execution Date and the Closing Date; (ii) each Party shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each Party prior to or on the Closing Date (other than to the extent that the agreements and covenants are to be complied with in all material respects or which are otherwise qualified by materiality, in which case they shall be complied with in all such respects); (iii) each Party has delivered to the other Party a duly executed certificate of an appropriate officer of the delivering Party, 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 form and substance reasonably acceptable to the Purchaser and Sellerother Party, shall be duly executed and delivered by all signatories certifying as required pursuant to its satisfaction of 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 conditions precedent 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(dSection 2.7(d)(i) and 2(e) hereof; Section 2.7(d)(ii); and (iv) The result each Party has executed any other documents or instruments reasonably required of any examination of that Party to consummate 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 Datetransactions completed hereunder.

Closing. The closing At the Time of Closing, the Vendor shall: (a) if requested by the Corporation, deliver to the Corporation signed resignations of the sale Vendor, its Principal and his nominees, if any, as directors, officers and employees of the Mortgage Loans Corporation, as the case may be; (b) assign and transfer to the "Purchaser the Purchased Shares being purchased and shall deliver the required share certificate(s) duly endorsed for transfer; (c) do all other things required in order to deliver good and marketable title to the Purchased Shares to the Purchaser free and clear of any claims, liens and encumbrances whatsoever including, without limitation, the delivery of any governmental releases and declarations of transmission. Provided that if, at the Time of Closing") , the Purchased Shares are not free and clear of all claims, liens and encumbrances whatsoever, the Purchaser may, without prejudice to any other rights which it may have, purchase the Purchased Shares subject to such claims, liens and encumbrances. In that event, the Purchaser shall, at the Time of Closing, assume all obligations and liabilities with respect to such claims, liens and encumbrances and the purchase price payable by the Purchaser for the Purchased Shares shall be satisfied, in whole or in part, as the case may be, by such assumption; (d) if all the shares of the Corporation held at by the offices Vendor are being sold, deliver to the Corporation and each of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing shall be subject to its directors a release by each of the following conditionsVendor, its Principal, and his nominees, if any, of all his claims against the Corporation and each of its officers and directors with respect to any matter or thing up to and including the Time of Closing which can only be waived the Vendor, its Principal 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 any such nominee knew or reasonably ought to have known as of the Time of Closing Date; (ii) All documents specified in Section 8 his capacity as a director, officer, shareholder, employee or creditor of the Corporation or as a party to 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 except for (i) any claims relating to indebtedness owing to or by the Corporation, (ii) any claims for termination pay or damages in lieu of notice of termination (unless otherwise specifically provided for in any written employment or consulting agreement entered into by the Vendor and funds required the Corporation), (iii) any claims for accrued and unpaid salary, expenses, pension or other employee benefits, (iv) any claims relating to a written contract to which the Corporation or any of its officers or directors and the Vendor are parties which shall survive the sale of the shares of the Corporation held by the Vendor, or (v) any claims which might arise out of the transactions of purchase and sale herein contemplated (provided, however, that the Vendor, its Principal and their nominees shall continue to be so delivered pursuant entitled to the benefit of Sections 2(c4.3, 4.4 and 4.5 hereof, notwithstanding such sale of shares), 2(d) and 2(e) hereof; (ive) The result of any examination of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf of either provide the Purchaser pursuant to Section 3 hereof shall be with evidence reasonably satisfactory to the Purchaser in its reasonable determination; that the Vendor is not then a "non-resident" of Canada within the meaning of the INCOME TAX ACT (vCanada) 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 provide the Purchaser or otherwise with a certificate pursuant to this AgreementSubsection 116(2) of the INCOME TAX ACT (Canada) with a certificate limit in an amount not less than the purchase price for the Purchased Shares; provided that if such evidence or certificate is not forthcoming, the Purchaser shall be entitled to make the payment of tax required under the INCOME TAX ACT (Canada) and to deduct such payment from the purchase price for the Purchased Shares; and (viif) Neither if all the Certificate Purchase shares of the Corporation held by the Vendor are being sold, deliver to the other Shareholders, their Principals and nominees, if any and the other parties hereto (other than the Corporation) (collectively, the "Releasees") a release which shall be executed and delivered by the Vendor and its Principal, and each of his nominees, if any (collectively, the "Releasors") in his capacity as a director, officer and shareholder of the Corporation in respect of all of his claims against each Releasee in their capacity as a shareholder, director or officer of the Corporation, which the Releasors knew or reasonably ought to have known in their capacities as aforesaid, except for any claims which might arise out of the transaction of purchase and sale herein contemplated or any claims concerning indebtedness or obligations owing to the Vendor or its Principal or nominees pursuant to this 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(including Section 16.4).

Closing. The closing At or prior to the Pre-Closing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including, if permitted by applicable state law, the advance filing with the appropriate state authorities of the sale Articles of Merger, which shall become effective at the Effective Time of the Mortgage Loans Merger) and (ii) effect the conversion and delivery of shares referred to in Section 2 hereof; provided, that such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, each of which actions shall only be taken upon the Closing Date as herein provided. In the event that there is no Closing and this Agreement terminates, CTS hereby covenants and agrees to do all things required by Delaware Law and all things which counsel for the COMPANY advise CTS are required by applicable laws of the State of Delaware in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Pre-Closing") shall take place on the date of the execution of the underwriting agreement to be held used in connection with the IPO (the "Pre-Closing Date") at the offices of Cadwalader▇▇▇▇▇▇, Wickersham ▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇ ▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e On the Closing Date (x) the Articles of Merger shall be subject to each of or shall have been filed with 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 appropriate state authorities so that they shall be true and correct or, as of 8:00 a.m. New York City time on the Closing Date; , shall become effective and the Merger shall thereby be effected, (iiy) All documents specified all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in Section 8 of this Agreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable an amount equal to the Purchaser and Seller, cash portion of the consideration which the STOCKHOLDER shall be duly executed and delivered by all signatories as required entitled to receive pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released Merger referred 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 completed and (z) the closing with respect to the Purchaser in its reasonable determination; (v) All other terms IPO shall occur and conditions of this Agreement required be deemed to be complied with completed. The date on or before which the Closing Date actions described in the preceding clauses (x), (y) and (z) occur shall have been complied with, and be referred to 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 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." Time is of the essence.

Closing. The closing of for the purchase and sale of the Mortgage Loans Receivables shall take place at 10:00 a.m. (Eastern Time) on the "Closing") shall be held Closing Date at the offices of Cadwalader, Wickersham Sidley Austin Brown & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 Wood LLP located a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇h A▇▇▇▇e, New York, New ▇▇▇▇ ▇▇▇▇. ▇, ▇▇ ▇▇ ▇▇e Closing ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇ ▇ime as the Purchaser and the Seller may reasonably agree. (a) 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 of the Purchaser specified in Sections 4 and 5 hereof under this Agreement shall be true and correct as of the Closing DateDate and neither an Event of Default nor an event which, with notice or the passage of time, would constitute an Event of Default under this Agreement shall have occurred; (ii) All documents the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all Closing Documents as specified in Section 8 of this Agreement (the "Closing Documents")2.05, in such forms as are agreed upon and reasonably acceptable to the Purchaser and SellerPurchaser, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof; (iii) The Seller the results of the Purchaser's due diligence review, if any, to ensure conformity to the terms hereof shall have delivered and released to been satisfactory, in the sole determination 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) hereof; (iv) The result of any examination of the Mortgage Files Seller, at its own expense, on or prior to the Closing Date, shall have indicated in its computer files in accordance with its customary standards, policies and Servicing Files for procedures, that the Mortgage Loans performed by or on behalf of Receivables have been conveyed to the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationthis Agreement; (v) All the aggregate Principal Balance of the Receivables as of the Cut-Off Date is not below 95% or in excess of 105% of the Required Pool Balance; and (vi) all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith except to the extent waived in writing by the Purchaser. (b) Subject to the conditions set forth in Section 2.04(a), and the Purchaser shall pay to 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 DateDate the Purchase Price by wire transfer of immediately available funds to the account designated by the Seller.

Closing. The (a) Subject to (i) the satisfaction, or waiver, by SEACOR of each of the conditions set forth in Section 2(b) and (ii) the satisfaction, or waiver, by the Holder of each of the conditions set forth in Section 2(c), the closing of the sale of the Mortgage Loans Warrant Exchange (the "“Closing"”) shall be held at occur immediately prior to the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇Reverse Merger Effective Time.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing (b) SEACOR’s obligation to consummate the Warrant Exchange 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 no law or order shall have been enacted, issued, promulgated, enforced or entered that would restrain, enjoin or otherwise prohibit consummation of the Warrant Exchange; (ii) each of the representations and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof Holder set forth herein shall be true and correct in all material respects (other than the representations and warranties set forth in Sections 5(d) and 5(e), which shall be true and correct in all respects) when made and 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; Closing; (iii) The Seller the Holder shall have delivered performed in all material respects all of the Holder’s obligations and released covenants hereunder that are to be performed prior 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; Closing; (iv) The result of any examination all conditions to consummation of the Mortgage Files and Servicing Files for Merger described in 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 Merger Agreement shall have been terminated satisfied; and (v) the Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (c) The Holder’s obligation to consummate the Warrant Exchange shall be subject to the following conditions: (i) no law or order shall have been enacted, issued, promulgated, enforced or entered that would restrain, enjoin or otherwise prohibit consummation of the Warrant Exchange; (ii) each of the representations and warranties of SEACOR set forth herein shall be true and correct in accordance with its terms. Both parties agree all material respects when made and as of the Closing; (iii) SEACOR shall have performed in all material respects all of SEACOR’s obligations and covenants hereunder that are to use their commercially reasonable best efforts be performed prior to perform their respective obligations hereunder in a manner the Closing; and (iv) the Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued and no proceedings for that will enable purpose shall have been initiated or threatened by the Purchaser to purchase the Mortgage Loans on the Closing DateSEC.

Closing. 7.1 The closing of the sale of the Mortgage Loans (the "Closing") Closing shall be held at the offices of CadwaladerFeder, Wickersham & Taft LLPKaszovitz, 227 West Trade StreetIsaacson, Suite 2400, CharlotteWeber, ▇▇▇▇▇ ▇, Bass & Rhine LLP, ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ -▇▇▇▇▇ on the earliest practicable date, and in any event within five days, after 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. ▇▇e 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. 5.1 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▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e LLP, in Beijing at 10:00 a.m. on the tenth Business Day after the date on which the last of the conditions set out in Subclauses 3.1 and 3.2 to be satisfied (except for those conditions which by their very nature are unable to be satisfied until the Closing) is satisfied or remotely via email exchange of documents executed by each Party on separate counterparts, or at such other place, at such other time and/or on such other date as the Seller and the Purchaser (both acting reasonably) may agree in writing (in each case, the date of Closing shall be subject referred to each of hereinafter as the following conditionsClosing Date). 5.2 At Closing, which can only be waived or modified by mutual consent of the parties hereto.Purchaser shall: (a) pay an amount equal to the Consideration to the Seller in accordance with Subclause 2.2 and Clause 11; (b) deliver to the Seller: (i) All the Deed of Adherence 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 Date;Purchaser; and (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 a duly executed and delivered by all signatories as required pursuant to bought note in respect of the respective terms thereof;Sale Shares in favour of the Seller. (iii) The 5.3 At Closing the Seller shall have delivered and released deliver to the Purchaser, in each case in respect of the Trustee or Sale Shares held by it: (a) a Custodian, or duly executed instrument of transfer in favour of 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) hereofPurchaser; (ivb) The result of any examination a duly executed sold note in respect of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf Sale Shares in favour of the Purchaser pursuant to Section 3 hereof shall be Purchaser; (c) the share certificate(s) representing the Sale Shares (or an express indemnity in a form satisfactory to the Purchaser in its reasonable determinationthe case of any found to be missing); (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, 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[intentionally deleted]; (vie) The Seller the Stamp Documents; (f) such waivers or an affiliate thereof) shall have paid or agreed consents as may be necessary to pay all fees, costs and expenses payable to enable the Purchaser or otherwise pursuant to this Agreementbecome the registered holder of all the Sale Shares; and (viig) Neither the Certificate Purchase Agreement nor Deed of Adherence duly executed by the Underwriting Agreement Seller, UNIS Counterparty and the Company. 5.4 [Intentionally deleted]. 5.5 At Closing, the Seller shall procure that resolutions of the Company are passed to approve (i) the transfers referred to in Subclause 5.3(a) for registration (subject to being duly stamped); and (ii) the amendments to Articles (appended hereto as Exhibit B) reflecting the completion of the Transaction, and shall deliver to the Purchaser a certified copy of such resolutions of the Company. 5.6 All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been terminated completed. 5.7 The parties agree that the bought and sold notes and instruments of transfer in respect of the Sale Shares referred to in Subclauses 5.2(b)(ii), 5.3(a) and 5.3(b) shall be submitted to the Stamp Office for adjudication by the Purchaser’s Solicitors as soon as practicable after Closing in accordance with its terms. Both parties agree applicable Law. 5.8 The Seller shall, following Closing, promptly provide (but in any event within two Business Days upon request) to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser’s Solicitors any other documentation (certified as being true copies where so requested) which the Purchaser may reasonably request in connection with the submission to purchase the Mortgage Loans Stamp Office contemplated by Subclause 5.7. 5.9 The Seller shall deliver to the Purchaser a cheque in favour of "The Government of the Hong Kong Special Administrative Region" for an amount equal to one half of the total stamp duty adjudged payable by the Stamp Office consequent on the submission contemplated by Subclause 5.7 immediately following notification of the amount by the Purchaser (but in any event within two Business Day after such notification). The Purchaser shall thereafter procure payment to the Stamp Office of the total stamp duty payable in connection with the Transaction (for the avoidance of doubt, including both its own half and the half to be borne by the Seller). 5.10 Following the payment of the stamp duty pursuant to Subclause 5.9, the Seller shall procure, to the extent that it is so able to procure, that the Company to deliver to the Purchaser (a) the updated register of members reflecting the Purchaser as the registered holder of the Sale Shares; and (b) share certificate(s) issued by the Company in favour of the Purchaser representing the Sale Shares. 5.11 Neither party shall be entitled in any circumstances to rescind or terminate this Agreement after Closing Dateand each party to this Agreement hereby expressly waives any right that it may otherwise have either now or in the future to rescind or terminate this Agreement after Closing.

Closing. The closing Subject to the satisfaction or waiver of the sale of conditions set ------- forth in Articles VII and VIII hereof, the Mortgage Loans Debentures shall be sold at one or more closings (individually, a "Closing" and collectively the "ClosingClosings") shall to be held at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ A Professional Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e , ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each Closing shall be subject held not later than three (3) Business Days after written notice (a "Purchase Notice") shall be given by the Company to each of the following conditions, which can only be waived or modified by mutual consent of Purchasers as herein provided. Each Purchase Notice shall specify the parties hereto.following: (i) All of The aggregate consideration to be paid by the representations and warranties of Purchasers for the Seller and of the Purchaser specified in Sections 4 and 5 hereof shall Debentures to be true and correct as of the Closing Datesold at such Closing; (ii) All documents specified The equity interest in Section 8 of this Agreement (the "Closing Documents")Company, in such forms as are agreed upon and reasonably acceptable if any, to be issued to the Purchaser Purchasers at such Closing in connection with the purchase by the Purchasers of the Debentures, and Sellerthe consideration, shall if any, to be duly executed and delivered by all signatories as required pursuant to the respective terms thereofpaid for such equity; (iii) The Seller date on which such Closing shall have delivered occur. Each Purchase Notice shall be accompanied by an Officer's Financing Certificate (as defined in Section 1.4). In no event shall the Purchasers be required to purchase less than an aggregate of $1,000,00 in principal amount of Debentures, and released there shall be no more than five Closings in total. In no event shall the Purchasers be obligated to purchase any Debenture after the fifth anniversary of the execution of this Agreement. Payment at each Closing for the Debentures shall be by wire transfer payable in immediately available federal funds. Each Purchaser shall pay that amount for the Debentures to be acquired by it at the Closing as is described in the Purchase Notice. At each Closing, the Company will deliver to each Purchaser one or more certificates representing the Debentures purchased by such Purchaser, the Trustee or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, such denominations 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 requested 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 Datesuch Purchaser.

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 Purchaser, HRECC and the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Seller (or HRECC, on behalf of 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 and HRECC 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 HRECC (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. (a) The closing consummation of the purchase and sale of the Mortgage Loans Property (the "“Closing"”) shall be held at the offices office of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlottethe Seller’s counsel, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇.LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or at such other place as the parties hereto shall mutually agree, at 12:00 noon on the tenth (10th) business day after the Conditions (as defined in Section 9(a) below) are satisfied, but no sooner than June 25, 2015 and later than September 30, 2015 (the “Outside Closing Date”), unless such date is extended according to the provisions of Section 7 of this Agreement or by a written agreement signed by the parties. The date on which the Closing shall take place, as the same may be subject extended pursuant hereto, is herein sometimes referred to each as the “Closing Date.” (b) At the Closing, the Seller shall, in addition to any other documents or items required to be delivered by the Seller under this Agreement, deliver to the Buyer (or to a nominee or designee of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.Buyer permitted pursuant to Section 26 hereof): (i) All the Conservation Restriction, duly executed by the Seller, the Buyer and the Massachusetts Secretary of the representations Energy 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 DateEnvironmental Affairs; (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 thereofANR Plan; (iii) The an affidavit of the Seller dated as of the Closing Date that, to the best of the Seller's knowledge, (A) no services have been performed or materials supplied (other than any services performed or materials supplied to or on behalf of the Buyer) with respect to the Property during the ninety- three (93) days immediately preceding the Closing Date for which mechanic's or materialman’s lien rights may exist and for which payment in full has not been made (or, in the event that any such services shall have been performed or materials delivered within said ninety-three (93) day period and released to the Purchasernot been paid for in full, the Trustee or waivers of mechanic's and materialman’s liens as 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(cresult thereof), 2(dand (B) and 2(e) hereofno tenants or other parties are in or claim or assert rights to possession of the Property (other than the Buyer or anyone claiming through or under the Buyer); (iv) The result a good standing certificate issued by the Massachusetts Secretary 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 determinationState; (v) All other terms and conditions of this Agreement required a clerk's certificate in recordable form certifying that the person(s) executing the Conservation Restriction is (are) duly authorized by the Seller to be complied with on do so (but only if the President or before the Closing Date shall have been complied with, a Vice President and the Treasurer or an Assistant Treasurer of the Seller shall have will not be executing 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 DateConservation Restriction]; (vi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees, costs and expenses payable a certificate reasonably acceptable to the Purchaser or otherwise pursuant Buyer to this Agreementevidence exemption from the withholding requirements of Section 1445 of the Internal Revenue Code of 1986, as amended; (vii) an IRS 1099-B form; and (viiviii) Neither such other documents as may be required to comply with applicable law, or are reasonably required the Certificate Buyer’s title insurance company, and are customary in transactions of this type. (c) at the Closing, the Buyer shall pay to the Seller the Purchase Price and shall deliver to the Seller any documents or items required to be delivered by the Buyer under this Agreement nor including such documents or certificates as required to comply with applicable law or are reasonably requested by the Underwriting Agreement shall have been terminated Seller and customary 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 Datetransactions of this type.

Closing. The closing of Unless otherwise agreed by the sale of the Mortgage Loans (the "Closing") Parties in writing, a meeting shall be held within 5 (five) Business Days from the Effective Date at the offices of Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇▇ ▇▇▇oli▇▇▇▇▇▇ Inc. located on ▇▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇e Closing City, Fifth Street, Sandton at 10h00, or at such other place or time as the Parties may agree in writing, at which the following matters shall be subject completed by them: 5.1 The Seller shall deliver to each the Attorneys all the certificates for the Sale Shares, together with such transfer forms, duly executed by it and currently dated, as may be required for the lawful transfer of the following conditionsSale Shares to the Purchasers, which can only be waived or modified by mutual consent together with the appropriate resolutions if applicable, from the Seller's board of directors authorising the sale of the parties heretoSale Shares by the Seller to the Purchasers and the appropriate resolutions from the Seller's shareholders authorising the sale of the Sale Shares. The Parties shall procure that the Attorneys hold, and release such certificates, transfer forms and resolutions, in accordance with the provisions of clause 5.9. (i) All of 5.2 Each Purchaser shall deliver to 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")Seller, in such forms as are agreed upon and a form reasonably acceptable to the Purchaser and Seller, shall be duly executed and delivered written evidence from its bankers of the implementation by all signatories as required it of the telegraphic transfer of the consideration payable by it in terms of clause 4, to the bank account of the Seller designated pursuant to the respective terms thereof; (iii) The Seller shall have delivered and released to the Purchaser, the Trustee provisions of clause 4.2.1 or a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreementclause 4.2.2, as the case may be, all documents and funds required for value at the Closing Date. 5.3 The Seller shall procure that meetings of the board of directors of the Company are held, at which resolutions approving of the following matters, where applicable, are duly passed by the board of directors: 5.3.1 the transfer from the Seller to be so the Purchasers of the Sale Shares in accordance with the share transfer forms delivered pursuant to Sections 2(c), 2(d) and 2(e) hereofthe Purchasers in terms of clause 5.1 above; (iv) The result of any examination 5.3.2 the Company ceding assigning and making over the CCGR Loan to the Seller in accordance with the provisions of the Mortgage Files and Servicing Files Cession Agreement; 5.3.3 the registration in the Company's register of members of the Purchasers as the holders of the Sale Shares in accordance with the approval given in terms of clause 5.3.1 above; 5.3.4 the issue of appropriate new share certificates for the Mortgage Loans performed Sale Shares to the Purchasers in accordance with the provisions of clause 5.3.3 above; 5.3.5 accepting the resignation of the relevant members of the board of directors of the Company; and 5.3.6 the appointment to the board of directors of the Company of: 5.3.6.1 1 (one) representative of the IDC, nominated by the IDC as its nominee for the board of directors of the Company with immediate effect; 5.3.6.2 2 (two) representatives of KBH, nominated by KBH as its nominees for the board of directors of the Company with immediate effect. 5.4 The Seller shall deliver to the Purchasers a certificate issued by the finance director of the Company, or a person in an equivalent position in the Company, confirming the total amount of the CCGR Loan as at the Closing Date. The Parties agree that the certificate so issued shall, in absence of manifest error, be final and binding on them. 5.5 The Seller, the Company and DRD shall enter into and conclude the Cession Agreement in terms of which the total amount of the CCGR Loan (as evidenced by the certificate referred to in clause 5.4) is ceded, assigned and made over by the Company to the Seller. 5.6 The Seller shall pay to the Company R1 (one Rand) in cash, as required by the provisions of clause 3 of the Cession Agreement. 5.7 Each of the Purchasers shall deliver to the Seller appropriate board resolutions authorising it to enter into and to perform all of its obligations under this Agreement. 5.8 The Company shall issue, in the name of the IDC and KBH respectively, appropriate new share certificates showing the IDC as the holder of the IDC Sale Shares and KBH as the holder of the KBH Sale Shares. In addition, the Company shall issue, if necessary, in the name of the Seller a balancing share certificate showing the Seller as the holder of 40 (forty) ordinary shares of R1 (one Rand) each in the issued share capital of the Company. All the share certificates relating to the shareholdings of KBH and the IDC shall be delivered by the Company to the Attorneys. The Parties shall procure that the Attorneys hold, and release, such certificates in accordance with the provisions of clause 5.9. 5.9 The Attorneys shall hold the share certificates, share transfer forms and resolutions delivered to them in terms of clauses 5.1 and 5.8 in trust on behalf of the Purchaser Seller, until such time as it receives notification in writing from the Seller confirming receipt by the Seller of the consideration payable by the IDC and KBH for the Sale Shares, set out in clause 4, in the bank account of the Seller designated by the Seller pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms provisions of clauses 4.2.1 and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with4.2.2, 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 for value at the Closing Date; (vi) The Seller (or an affiliate thereof) . Upon receipt of such written notification from the Seller, the Attorneys 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.release:

Closing. (a) The closing of the sale of the Mortgage Loans securities contemplated hereby (the "ClosingCLOSING") shall be held take place at the offices of CadwaladerProskauer Rose LLP ("PURCHASER COUNSEL"), Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, on the date hereof, or on such date or location as the parties shall otherwise agree. ▇▇e The date of the Closing is hereinafter referred to as the "CLOSING DATE." At the Closing: (x) the Company shall be issue and deliver to the Purchaser (i) a stock certificate, registered in the name of the Purchaser and free of all restrictive legends, representing Three Million Three Hundred Fifty Thousand (3,350,000) shares of Series A Stock (the shares of Series A Stock issued and sold to the Purchaser hereunder are sometimes collectively referred to herein as the "SHARES"), (ii) the Warrant, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right to acquire Seven Million (7,000,000) shares of Common Stock, on the terms set forth therein (the shares of Common Stock issuable upon exercise of the Warrant and upon conversion of the Shares are sometimes collectively referred to herein as the "UNDERLYING SHARES;" and the Shares, the Warrant and the Underlying Shares are sometimes collectively referred to herein as the "Securities"), (iii) a prospectus supplement with respect to the Registration Statement (as defined in Section 2(c)) reflecting the sale of the Shares and the Underlying Shares (the "SUPPLEMENT"), (iv) an investor and registration rights agreement in the form of Exhibit C attached hereto (the "INVESTOR AND REGISTRATION RIGHTS AGREEMENT"), and (v) any other documents reasonably requested by the Purchaser or Purchaser Counsel; and (y) the Purchaser shall deliver to the Company Sixteen Million Seven Hundred Fifty Thousand Dollars ($16,750,000), representing the aggregate purchase price for the Shares, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. (b) The obligation of the Purchaser to purchase and acquire the Shares and Warrant under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions, which can only be waived or modified by mutual consent of the parties hereto.: (i) All The Company shall have adopted and filed with the Secretary of State of the representations State of Delaware a Certificate of Designation of Series A Convertible Preferred Stock in the form of Exhibit B hereto (the "CERTIFICATE") and warranties of the Seller and of the Purchaser specified in Sections 4 and 5 hereof Certificate shall be true in full force and correct as of the Closing Dateeffect; (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, The Registration Statement shall be duly executed effective on the Closing Date as to all Underlying Shares, not subject to any threatened or actual stop order and delivered by all signatories as will not on the Closing Date contain any untrue statement of material fact or omit to state any material fact required pursuant to be stated therein or necessary to make the respective terms thereofstatements therein not misleading; (iii) The Seller Company shall have duly executed and delivered the Investor 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 Registration Rights 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 Company shall have notified the Nasdaq National Market (the "TRADING MARKET") of the Mortgage Files and Servicing Files for the Mortgage Loans performed by or on behalf issuance of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determinationUnderlying Shares; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date The Company shall have been complied with, received written notice from the Trading Market that the sale and issuance of the Securities is exempted from the requirements of Section 4350(i)(1) by virtue of the fact that a delay in obtaining stockholder approval of the sale and issuance of the Securities and the Seller shall have other transactions contemplated hereby would seriously jeopardize the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after financial viability of the Closing Date;Company (the "EXEMPTION"); and (vi) The Seller (or an affiliate thereofCompany shall have provided a certificate from a duly authorized officer certifying on behalf of the Company that each of the conditions set forth in this Section 1(b) 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 Datesatisfied.