Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith are subject to satisfaction of each of the following conditions: (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.

Conditions to Closing. The closing of the Transaction and the obligations of EPR Parties to consummate the parties in connection therewith transactions contemplated by this Agreement are subject to satisfaction the satisfaction, of each of the following conditions: (a) That the Peak IPO shall have been fully consummated by no later than six (6) months following the Effective Date and the Peak IPO shall have yielded sufficient proceeds to fund at least: (i) each Mount Snow Development Release Threshold; (ii) the Defeasance Fee; and (iii) the Closing Date Definitive Document and any other documentation necessary to consummate Transaction Costs. (b) All of the Transaction (other than those documents permitted to be executed representations and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision warranties of any Definitive Document (other than as Peak Parties set forth in this Agreement shall be true as of the forms Effective Date and as of the Closing Date Definitive Document described in clauses (a) all material respects; provided that any such representations and (b) of the definition thereof warranties that are given with respect to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders a particular date shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses true as of such date in all material respects. (c) Peak Parties shall have delivered, performed, observed and complied with, all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Closing Date. (d) Peak Parties shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have been filed against it. (e) No material or substantial adverse change shall have occurred with respect to the condition, financial or otherwise, of the Peak Parties which would adversely affect the ability of the Peak Parties to carry out its obligations under this Agreement. In the event any one or more of the conditions to EPR Parties’ obligations are not satisfied or waived in whole or in part at any time prior to or as of the Closing Date, the EPR Parties, at the EPR Parties’ option, shall be paid entitled to (a) terminate this Agreement by the Company by wire transfer giving written notice thereof to Peak Parties; or immediately available funds(b) waive such conditions and proceed to closing hereunder.

Conditions to Closing. The closing of Underwriter has entered into this Note Participation Purchase Agreement in reliance upon the Transaction representations, warranties and the obligations of the parties in connection therewith are subject to satisfaction covenants of each of the Districts contained in the respective District Resolutions and to be contained in the documents and instruments to be delivered at the Closing (hereinafter referred to collectively as the “Delivery Certificates”) and upon the performance by each of the Districts of their respective obligations hereunder and under the District Resolutions and the Trust Agreement (collectively, the “Documents”), both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter’s obligation under this Note Participation Purchase Agreement to purchase, to accept delivery of and to pay for the Note Participations shall be subject to the performance by the each of the Districts of their respective obligations to be performed hereunder and under the Documents to which they are a party at or prior to the Closing and shall also be subject to the following conditions: (i) , including the delivery by each Closing Date Definitive Document and any other documentation necessary to consummate of the Transaction (other than those Districts of such documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be as are contemplated hereby in form and substance reasonably acceptable tosatisfactory to the Underwriter and Special Counsel and to the following additional conditions: The representations and warranties of each of the Districts contained herein and in their respective Delivery Certificate shall be true, complete and correct in all material respects as of the date thereof, and have been executed the representations and delivered by, warranties of each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described Districts contained in clauses (a) its District Resolution shall be true, complete and (b) correct in all material respects on the date hereof and on and as of the definition thereof date of the Closing, as if made on the date of the Closing. Each District shall inform the Underwriter prior to the extent exhibited to this Agreement) which Closing if it has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None actual knowledge that any of the Signing Date Definitive Documents shall have been terminated representations and warranties contained herein or amendedin any District’s Delivery Certificate, restatedor District Resolution has become false or misleading prior to the Closing. At the time of the Closing, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement all official action of each District relating to its Resolution shall be in full force and effect; (iv) effect and shall not have been revoked, amended, modified or supplemented. The Underwriter shall have the conditions precedent right to cancel its obligation under this Note Participation Purchase Agreement to purchase, to accept delivery of and to pay for the Transaction Term Sheet Note Participations by notifying the Trustee and any Definitive Document the Districts in writing of its election to do so if, between the execution hereof and the Closing, the market price or marketability of the Note Participations, or the Underwriter’s ability to enforce contracts for the sale thereof, shall have been satisfied or waived materially adversely affected, in the evidenced judgment of the Underwriter, by the appropriate occurrence of any of the following: by an amendment or proposed amendment to the Constitution of the United States or the State or by any federal or State legislation or the promulgation or proposed promulgation of any rule or regulation thereunder or by any decision of any federal, State, or local court or by any ruling or regulation (final, temporary or proposed) by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other federal or State authority, affecting: the federal income tax status of any of the Districts, its property or income or its obligations (including the Notes and the Note Participations being issued on a tax-exempt basis); or the federal income tax status of the interest on the Notes or the Note Participations being issued on a tax-exempt basis or the validity of the Notes or the Note Participations or any of the Documents; there shall have occurred any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of a national emergency or war, or engagement in or material escalation of major military hostilities by the United States or the occurrence or escalation of any other national or international emergency, calamity or crisis, including those relating to the effective operation of the government or the financial community in the United States; or there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States or authorities of the States of New York or California; or there shall have occurred any adverse change or any development involving a prospective change in the affairs, financial condition or otherwise, of any of the Districts, which, in the reasonable opinion of the Underwriter, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Note Participations on the terms and in the manner contemplated in the Official Statement; or there shall have occurred a default under any federal bankruptcy laws by or against any state of the United States or any local agency located in the State or any local agency located in the United States having a population of over 500,000, the effect of which, in the reasonable opinion of the Underwriter, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Note Participations on the terms and in the manner contemplated in the Official Statement; or legislation shall be enacted, or a decision of a court of competent jurisdiction shall be rendered or any action shall be taken by or on behalf of, the Securities and Exchange Commission, the California Department of Corporations or any other federal or state governmental agency having jurisdiction in the subject matter which, in the opinion of counsel to the Underwriter, has the effect of requiring registration or qualification of the issuance, offering or sale of the Note Participations, or of obligations of the general character of the Note Participations as contemplated hereby, under the Securities Act of 1933, as amended, or the Trust Agreement under the Trust Indenture Act of 1939, as amended; or the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Note Participations or obligations of the general character of the Note Participations, any material restrictions not now in force or being enforced, or increase materially those now in force, with respect to extension of credit by, or the charges to the net capital requirements of, the Underwriter; or there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any rating assigned to any of the Districts’ outstanding indebtedness; or any event shall have occurred or shall exist which either (i) makes untrue or incorrect in any material respect any statement or information contained in or appended to the Official Statement, or (ii) is not reflected in the Official Statement and should be reflected therein in order to make the statements and information contained therein not misleading in any material respect. Any of the Districts shall fail to deliver its Note to the Trustee or the Trustee shall fail to cause the delivery of the Note Participations to the Underwriter as provided herein. At or prior to the Closing, the Underwriter shall have received the following documents: The Official Statement. An executed counterpart of the Trust Agreement. A certified copy of each District Resolution. The unqualified approving opinion, dated Closing Date and addressed to the Districts, of Special Counsel in the form attached to the Official Statement as Appendix __, together with a letter to the Underwriter stating that the Underwriter is entitled to rely on such approving opinion. A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Special Counsel in form and substance satisfactory to the Underwriter, to the effect that: the statements contained in the Official Statement dated ____________, 2021 (the “Official Statement”) under the captions “INTRODUCTORY STATEMENT,” “DESCRIPTION OF THE NOTE PARTICIPATIONS,” “TAX MATTERS,” and “APPENDIX F – DEFINITIONS OF CERTAIN TERMS AND SUMMARY OF THE TRUST AGREEMENT” insofar as such statements purport to summarize certain provisions of the Note Participations, the Trust Agreement and the form and content of Special Counsel’s opinion relating to the treatment of interest received with respect to the Note Participations under federal and state law, fairly and accurately summarize the information presented therein (excluding therefrom financial statements and statistical data, or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, information relating to DTC and its book entry system, or the information contained in Appendices __, __, __, __, __ and __ as to which no opinion need be expressed); and the Note Participations are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. The opinion, dated the Closing Date and addressed to the Underwriter of counsel to the Underwriter, in form and substance satisfactory to the Underwriter, covering such matters relating to the transactions contemplated hereby as the Underwriter may reasonably request. A certificate of an authorized officer of the Trustee, dated the Closing Date in form and substance satisfactory to the Underwriter, to the effect that: the Trustee is a duly organized and validly existing national banking association under the laws of the United States of America, having full right, power and authority to enter into, accept and administer the trust created under the Trust Agreement and to execute and deliver the Note Participations in accordance therewith; the Trust Agreement has been duly authorized, executed and delivered by the Trustee and (assuming the due authorization, execution and delivery thereof by the Districts) constitutes the valid and binding obligation of the Trustee, enforceable in accordance with its terms, except to the extent that enforceability may be limited by principles of equity or by bankruptcy, moratorium, reorganization or other laws applicable to creditors’ rights generally; and the execution and delivery by the Trustee of the Trust Agreement and the Note Participations, and the performance by the Trustee of the terms thereof, do not violate any provision of the Trustee’s Articles of Association or Bylaws or, to the best of such officer’s knowledge after due inquiry, any existing law, regulation or ruling; nor, to the best of such officer’s knowledge after like inquiry, are the Trust Agreement or the Note Participations in violation of, nor do they cause a default under, any agreement or instrument to which the Trustee is a party. One or more certificates, dated the Closing Date and signed by an authorized officer of each District, to the effect that, to their best knowledge, belief and information: the representations and warranties of the District contained in this Note Participation Purchase Agreement are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; none of the proceedings or authority for the execution and delivery of the Trust Agreement or the Note by the District has been repealed modified, amended, revoked or rescinded; and no event affecting the District has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. At the Closing, a certificate of each of the Districts executed by an authorized officer of the District, in form and substance acceptable to the Underwriter and Special Counsel, dated as of the Closing Date, setting forth facts, estimates and circumstances concerning the use or application of the proceeds of the Notes, and stating in effect that on the basis of such facts, estimates and circumstances in existence on the date of the Closing, it is not expected that the proceeds of such Notes will be used in a manner that would cause such Notes to be “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code of 1986 (the “Code”) and the regulations promulgated thereunder or under the statutory predecessor of the Code. At or prior to the Closing, evidence shall be delivered that the Note Participations have been rated “____,” by Standard & Poor’s, which rating has not been placed under review for downgrade, “credit alert” or other similar notice with negative implication between the date of this Note Participation Agreement and Closing, and that such rating is in full force and effect as of the Closing Date. Evidence that the federal tax information Form 8038‑G has been prepared for each District, the Note Participations of which are being issued on a tax-exempt basis; Copies of the Notices of Sale required to be delivered to the California Debt and Investment Advisory Commission (“CDIAC”) pursuant to Section 8855(j) of the California Government Code; An opinion, satisfactory in form and substance to the Underwriter, of counsel to the Trustee, dated the Closing Date and addressed to the Underwriter, the Trustee and the Districts, to the effect that: The Trustee is a duly organized and validly existing national banking association in good standing under the laws of the United States of America and has full power and authority to undertake the trust of the Trust Agreement; The Trustee has duly authorized, executed and delivered the Trust Agreement, and by all proper corporate action has authorized acceptance of the duties of the Trustee under of the Trust Agreement and has authorized, in its capacity as the Trustee, the acceptance of the deposit of the Notes and the execution and delivery of the Note Participations; Assuming the corporate power and legal authority of, and the due authorization, execution and delivery by the other parties to the Trust Agreement, such agreements are valid, legal and binding obligations of the Trustee enforceable against the Trustee in accordance with their respective terms (v) , except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles relating to or limiting creditors’ rights generally; and The Note Participations have been validly authorized, executed and delivered by the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel Trustee pursuant to HPS, (B) direction from the Districts. A letter from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel a Professional Corporation, Disclosure Counsel, dated the date of Closing and addressed to Barclays and the Administrative AgentUnderwriter, in substantially the form attached hereto as Exhibit D; and Such legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Special Counsel may reasonably request to evidence (i) compliance by each case incurred pursuant of the Districts with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of each of the Districts herein contained or as contained in each Delivery Certificate, (iii) the due performance or satisfaction by each of the Districts at or prior to such time of all agreements then required to be performed and all conditions then required to be satisfied by each of the Districts, and (iv) that the information concerning the Districts in the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If the Districts shall be unable to satisfy the conditions to the representation obligation of their respective client the Underwriter to purchase, to accept delivery of and to pay for the Note Participations contained in connection with this Note Participation Purchase Agreement, or if the negotiationobligation of the Underwriter to purchase, implementationto accept delivery of and to pay for the Note Participations shall be terminated for any reason permitted by this Note Participation Purchase Agreement, this Note Participation Purchase Agreement shall terminate and neither the Underwriter, the Trustee nor the Districts shall be under further obligation hereunder, and closing of except that the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.respective obli

Conditions to Closing. The closing hereunder and the obligation of the Transaction and Bank to make a loan shall occur on the obligations of the parties in connection therewith are subject to satisfaction of date when each of the following conditions: conditions is satisfied (i) or waived in writing by the Administrative Agent and the Banks), each document to be dated the Closing Date Definitive Document and any other documentation necessary to consummate unless otherwise indicated. Each of the Transaction (other than those documents permitted to following conditions shall be satisfied by Borrower on or before the Closing Date: the Borrower shall have executed and delivered to the Administrative Agent a Note for the account of each Bank dated on a post-closing basis in accordance or before the Closing Date complying with the terms thereof) provisions of Section 2.4; the Borrower, each of the Arrangers and the Banks shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to Borrower and the Administrative Agent a duly executed original of this Agreement) which has an adverse effect on HPS or ; the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents Administrative Agent shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses received an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Procter LLP, counsel for the Borrower and BPI, reasonably acceptable to the Consenting Preferred EquityholdersAdministrative Agent, the Banks and their counsel; the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower and BPI, the authority for and the validity of this Agreement and the other Loan Documents, the incumbency of officers executing this Agreement and the other Loan Documents and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. Such documentation shall include, without limitation, the Agreement of Limited Partnership of the Borrower, as well as the Certificate of Limited Partnership of the Borrower, both as amended, modified or supplemented to the Closing Date, certified to be true, correct and complete by a senior officer of the Borrower as of a date not more than ten (C10) Ropes & Gray LLPdays prior to the Closing Date, counsel together with a certificate of existence as to Adventthe Borrower from the Secretary of State (or the equivalent thereof) of Delaware, to be dated not more than thirty (30) days prior to the Closing Date, as well as the By-Laws and the Certificate of Incorporation of BPI, both as amended, modified or supplemented to the Closing Date, certified to be true, correct and complete by a senior officer of BPI as of a date not more than ten (10) days prior to the Closing Date, together with a certificate of existence as to BPI from the Secretary of State (or the equivalent thereof) of Delaware, to be dated not more than thirty (30) days prior to the Closing Date; the Borrower and BPI each shall have executed a solvency certificate acceptable to the Administrative Agent; the Administrative Agent shall have received all certificates, agreements and other documents and papers referred to in this Section 3.1, unless otherwise specified, in sufficient counterparts, satisfactory in form and substance to the Administrative Agent in its sole discretion; the Borrower shall have taken all actions required to authorize the execution and delivery of this Agreement and the other Loan Documents and the performance thereof by the Borrower, and BPI shall have taken all actions required to authorize the execution and delivery of the other Loan Documents by the Borrower and the performance thereof by the same; the Banks shall be satisfied that neither the Borrower, BPI nor any Consolidated Subsidiary is subject to any present or contingent environmental liability which could have a Material Adverse Effect and the Borrower shall have delivered a certificate so stating; the Administrative Agent shall have received, for its and any other Bank's account, all fees, costs and expenses due and payable pursuant to the Fee Letter (Dand all of such terms are incorporated herein) on or before the Closing Date, and the reasonable fees and expenses accrued through the Closing Date of the Administrative Agent, including the fees and expenses of its counsel, ▇▇▇▇▇▇ , Day, ▇▇▇▇▇▇ & ▇▇▇▇▇, shall have been paid on or before the Closing Date; the Borrower shall have delivered copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by the Borrower and BPI, and the validity and enforceability, of the Loan Documents, or in connection with any of the transactions contemplated thereby, and such consents, licenses and approvals shall be in full force and effect; no Default or Event of Default shall have occurred; the Borrower shall have delivered a certificate in form acceptable to Administrative Agent showing compliance with the requirements of Article VII as of the Closing Date. the Side Letter shall have been fully executed and delivered to the Administrative Agent; receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.2; immediately after such Borrowing, the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; the receipt by Borrower of any required consents, approvals or waivers under any existing loan facility of Borrower, including but not limited to the Existing Revolving Credit Agreement for the consummation of the ▇▇▇ LLP▇▇▇▇ ▇▇▇▇▇▇ Acquisition, including without limitation any waiver required to be delivered by the lenders under the Existing Revolving Credit Agreement as a consequence of Section 10.6(b) therein, if failure to receive any such waiver would result in a default or event of default thereunder; the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Acquisition shall have been unconditionally consummated upon (or otherwise in connection with) the advance of such Borrowing to Borrower (it being acknowledged that the proceeds of the Loans shall be used to pay a portion of the purchase price for ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇); the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request in a form acceptable to Barclays and the Administrative Agent, in each case incurred pursuant including, but not limited to, the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Purchase Agreement and any other document related to the representation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; the Administrative Agent shall have completed all investigations of their respective client the Borrower, BPI and its Subsidiaries and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ as the Administrative Agent or its counsel may deem to be necessary; the representations and warranties of the Borrower contained in this Agreement (other than representations and warranties which expressly operate as of a different date), shall be true and correct in all material respects on the Closing Date; and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ shall have been conveyed (or, in connection with the negotiationfunding of the Loans, implementationshall be conveyed) to the 1031 Exchange Entity in connection with the 1031 Exchange pursuant to documents delivered to the Administrative Agent (such documents, the "1031 Exchange Documents"). In connection with Section 3.1(j), the Lead Lenders hereby waive the limitations imposed under Section 10.6(b) of the Existing Revolving Credit Agreement solely with respect to the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Acquisition and hereby consent to the inclusion of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ in the financial covenants and definitions within the Existing Revolving Credit Agreement in a manner substantially identical to that contained in this Agreement. Notwithstanding Section 3.1(p) to the contrary, if Borrower uses diligent efforts to obtain any waiver required as a consequence of Section 10.6(b) of 35 the Existing Revolving Credit Agreement, such Section 10.6(b) waiver is not obtained prior to the Closing Date, the receipt of such waiver shall not be a condition precedent to such funding if the outstanding balance, including letters of credit, under the Existing Revolving Credit Agreement at such time is $0, and closing remains $0 until the requisite waivers are obtained, and no default or event of default under the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses Existing Revolving Credit Agreement as of such date a result thereof shall be paid by the Company by wire transfer a Default or immediately available fundsEvent of Default herein.

Conditions to Closing. The BUYER’s obligations to proceed with the closing of the Transaction and the obligations of the parties in connection therewith are shall be subject to satisfaction of each of the following conditions: a. BUYER shall have until the date which is forty-five (i45) each Closing calendar days from and after the Effective Date Definitive Document (the “Contingency Date”), to satisfy itself, in its sole and any other documentation necessary absolute discretion and at its sole cost and expense, as to consummate all matters regarding the Transaction legal or physical condition of the PROPERTY, including without limitation condition of title (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with copy of Escrow Holder’s preliminary report # , dated b. At the terms thereof) closing, Escrow Holder shall be prepared to issue to BUYER Escrow Holder’s CLTA Owner’s policy of title insurance, in form and substance reasonably acceptable toa principal amount equal to the Purchase Price, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth insuring title to the PROPERTY in the forms name of the Closing Date Definitive Document described BUYER subject to only such matters as are disclosed in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving LendersEscrow Holder’s preliminary report # , as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been dated . If such condition is not satisfied or waived in writing by BUYER, this Agreement will terminate and the Deposit will be returned to BUYER. Both parties' obligations to proceed to the closing shall be subject to satisfaction of the following additional condition: a. The Property was transferred to CITY by the appropriate parties in accordance with their terms (v) Redevelopment Agency of the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses City of (A) Milbank LLP, counsel to HPS, (B) ▇San ▇▇▇▇ ▇▇▇▇ & ("RDA") on June 3, 2011 ("Prior Transfer"). Pursuant to California Health and Safety Code Section 34167.5, together with other recent transfers of the RDA the Prior Transfer is under review by the California State Controller ("SCO"). This review will result in a report by the SCO ("SCO Report") which is expected to be finalized before December 31, 2012, and may contain an order by the SCO which affects the Prior Transfer or otherwise adversely affects the position of CITY and/or BUYER. Accordingly, as a condition for the benefit of both parties, on or before the Closing Date the SCO Report shall have been issued in final form and the contents of thereof will be acceptable to both parties, as determined in their sole and absolute discretion. If either party has not notified the other in writing of its satisfaction with the final SCO Report, or waiver of this condition, on or before the Closing Date, this Agreement will terminate and the Deposit will be returned to BUYER. Notwithstanding anything to the contrary in this Agreement, in the event the final SCO Report has not been issued prior to the outside date established for the Closing Date (as provided in Section 6, below), either party may upon written notice to the other party extend the Closing Date up to an additional sixty (60) days. CITY’s obligations to proceed with the closing shall be subject to satisfaction of the following condition: a. At the closing, Escrow Holder shall be prepared to issue to CITY Escrow ▇▇▇▇▇▇▇’▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLender’s policy of title insurance, counsel in a principal amount equal to Barclays the principal sum of the Promissory Note, insuring the Trust Deed as the first-priority lien on the PROPERTY, and otherwise in form and content acceptable to CITY. If such condition is not satisfied or waived in writing by CITY, this Agreement will terminate and the Administrative Agent, in each case incurred pursuant Deposit will be returned to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsBUYER.

Conditions to Closing. The closing obligation of the Transaction and Underwriters to purchase the obligations of Offered Shares on the parties in connection therewith are Closing Date shall be subject to satisfaction of each of the following conditions, which conditions the Corporation covenants to exercise its best efforts to have fulfilled on or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Underwriters: (ia) each Closing Date Definitive Document the Corporation will have made and/or obtained the necessary filings, approvals, consents and any other documentation necessary to consummate acceptances of the Transaction (other than those documents permitted appropriate Regulatory Authorities required to be made or obtained by the Corporation in connection with the sale of the Offered Shares to the Purchasers prior to the Closing Time as herein contemplated, it being understood that the Underwriters shall do all that is reasonably required to assist the Corporation to fulfil this condition, subject to certain specified conditions and exceptions contained in the Conditional Listing Letter and the Corporation filing with the Securities Commissions, within 10 days from the date of the sale of the Offered Shares, a Form 45-106F1 prepared and executed and delivered on a post-closing basis in accordance with Securities Laws and accompanied by the terms thereof) shall be in form prescribed fees and substance reasonably acceptable tofee checklist form, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and if any; (b) the Corporation’s board of directors shall have authorized and approved the execution and delivery of this Agreement and the Compensation Warrant Certificates, the acceptance of the definition thereof to Subscription Agreements, the extent exhibited to this Agreement) which has an adverse effect on HPS or allotment, issuance and delivery of the Revolving Lenders shall be in form Offered Shares and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableall matters relating thereto; (iic) None of the Signing Date Definitive Documents there shall have been terminated no adverse material change in the business, affairs, operations, assets, liabilities or amended, restated, modified capital of the Corporation since the date of the Letter Agreement and the Underwriters shall not have identified any misrepresentations or supplemented other than in accordance with any items materially adversely affecting the terms thereofCorporation’s affairs which exist as of the date hereof but which have not been widely disseminated to the public; (iiid) this Agreement no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in any of the Offering Jurisdictions shall be have been issued or made by any Regulatory Authority and is continuing in full force effect and effectno proceedings, investigations or enquiries for that purpose have been instituted or are pending; (ive) the conditions precedent to the Transaction Term Sheet and any Definitive Document Corporation shall have been satisfied accepted one or waived by more subscriptions for Offered Shares from the appropriate parties in accordance with their termsPurchasers; (vf) the Company Parties Underwriters shall have paid or reimbursed any and all reasonable and documentedreceived an opinion, fees and out-of-pocket expenses dated the Closing Date, of (A) Milbank LLPthe Corporation’s counsel, counsel to HPS, (B) ▇Norton ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Canada LLP and local counsel in any other Offering Jurisdiction where the Offered Shares are sold (it being understood that such counsel may rely to the extent appropriate in the circumstance (i) as to matters of fact, on the representations, warranties and covenants of the Corporation and the Purchasers set out in this Agreement and in the Subscription Agreements and on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation’s auditors or a public official), substantially in the form attached as Schedule “B” hereto; (g) in respect of the Material Subsidiaries, the Underwriters shall have received legal opinions, dated the Closing Date, of the Corporation’s counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel with respect to the Consenting Preferred Equityholdersfollowing matters: (i) the corporate existence of each such Material Subsidiary under the laws of its jurisdiction of incorporation; (ii) as to the registered ownership of the issued and outstanding shares of each such Material Subsidiary; and (iii) that each such Material Subsidiary has all requisite corporate power under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties; (h) the Underwriters shall have received a favourable opinion in form and substance satisfactory to the Underwriters, (C) Ropes & Gray LLPacting reasonably, counsel dated within two days of the Closing Date as to Advent, and (D) the Corporation’s title to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPProject; (i) the Underwriters shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, counsel to Barclays the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (j) the Underwriters shall have received a certificate, dated the Closing Date, of the Chief Executive Officer and the Administrative AgentChief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Underwriters, acting reasonably), in each case incurred pursuant their capacity as officers of the Corporation and not in their personal capacity, to the representation effect that, to the best of their respective client knowledge, information and belief, after due enquiry and without personal liability: (i) the Corporation has performed or satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of ceasing or suspending trading in connection with any securities of the negotiationCorporation, implementationor prohibiting or restricting the distribution of the Offered Shares has been made or proceedings have been announced, commenced or, to the knowledge of such officers, threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, which has not been rescinded, revoked or withdrawn, and closing no proceedings for such purpose are pending, contemplated or, to the knowledge of the TransactionCorporation, threatened; (iii) the Corporation has made and/or obtained, at or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement, the sale of the Offered Shares and the consummation of the other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities and the Exchange following the Closing Date); (iv) the constating documents of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (v) the minutes of the Corporation’s board of directors relating to the Offering and delivered at Closing are full, true and correct copies thereof and have not been modified or rescinded as of the date thereof; (vi) approval by Topco stockholders since the date of the Transaction Letter Agreement, there has been no change, event, violation, inaccuracy, circumstance or effect on the Corporation or its business that (a) is or is reasonably expected to be materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (absolute, accrued, contingent or otherwise), cash flow, income, business, operations or prospects of the Corporation and its business, taken as a whole, or that is or is reasonably expected to be materially adverse to the other transactions contemplated by completion of the Definitive DocumentsOffering, or (b) results in any representation, warranty, covenant or acknowledgement of the Corporation in this Agreement being incorrect or incapable of being satisfied as required herein, as the case may be; and (vii) there has been no material change in the Fees business, affairs, operations, assets, liabilities or capital of the Corporation; and (viii) none of the Corporation Disclosure Record contained a misrepresentation as at the time the relevant document was filed that has not since been corrected; (k) the Corporation shall not have received any notice from the Exchange that the Offered Shares shall not be accepted for listing on the Exchange; (l) final acceptance of the Offering by the Exchange shall be subject only to the conditions of the Exchange as set out in the Conditional Listing Letter and Expenses any amendments thereto; (m) the Underwriters shall have received a certificate of status in respect of the Corporation; (n) the Corporation shall have received executed lock-up agreements from each of the Corporation’s directors and officers as contemplated by Section 8; (o) the Underwriters shall have received a certificate from the Transfer Agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date; and (p) the Underwriters shall have received confirmation from the Corporation that the Corporation is not on the defaulting issuer’s list (or equivalent) maintained by the Securities Commissions in the Offering Jurisdictions in which the Corporation is a reporting issuer. It is understood that the Underwriters may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to their rights in respect of any other of the foregoing terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Underwriters any such waiver or extension must be in writing and signed by each of them. The Corporation agrees that the aforesaid legal opinions and certificates to be delivered at the Closing Time will be addressed to the Underwriters and their counsel and the Purchasers and that the Underwriters may deliver copies thereof to such Persons. The performance of the Corporation’s obligations pursuant to this Agreement shall be conditional upon the fulfillment of the Underwriters of the following conditions on or prior to the Closing Time and which conditions may be waived in writing in whole or in part by the Corporation: (a) the representations and warranties of the Underwriters contained in this Agreement are true and correct as of such date the Closing Time with the same force and effect as if made at and as of the Time of the Closing; and (b) the Underwriters shall have complied with all terms and conditions of this Agreement on their part to be paid by complied with on or prior to the Company by wire transfer or immediately available fundsClosing Time.

Conditions to Closing. The closing of the Transaction and the obligations of the parties Exclusive Managing Agent hereunder shall be subject, in connection therewith are subject to satisfaction of each the discretion of the Exclusive Managing Agent, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the SEC Effective Date and each Closing Date, true and correct in all material respects, and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Registration Statement shall have become and shall remain effective under the Act. (b) If required, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the Regulations. (c) All appropriate post-effective amendments to the Prospectus shall have been filed with the Commission and the Commission, on or before the relevant Subsequent Closing Date, either shall have raised no objections or comments thereto, or it shall have declared each of such post-effective amendments to be effective. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Exclusive Managing Agent. (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction The Company (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereofincluding its Subsidiaries) shall be not have sustained since the date of the latest audited financial statement included in form and substance reasonably acceptable tothe Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been executed and delivered byany change in the capital stock or long-term debt of the Company as a whole or any change, each party theretoor any development involving a prospective change, providedin or affecting the general affairs, thatprospects, any provision management, financial position, shareholders’ equity or results of any Definitive Document operations of the Company (other including its Subsidiaries) otherwise than as set forth or contemplated in the forms Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Exclusive Managing Agent so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date Definitive Document described on the terms and in clauses the manner contemplated by the Prospectus. (af) and (b) On or after the date hereof there shall not have occurred any of the definition thereof to following: (i) a suspension or material limitation in trading in securities generally on the extent exhibited to this Agreement) which has an adverse effect on HPS New York Stock Exchange or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; American Stock Exchange; (ii) None a general moratorium on commercial banking activities in any state declared by either Federal or state authorities; (iii) any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis if the effect of any such event specified in this clause in the reasonable judgment of the Signing Exclusive Managing Agent makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date Definitive Documents on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in the reasonable judgment of the Exclusive Managing Agent makes it inadvisable to proceed with the sale of the Shares through the Exclusive Managing Agent. (g) No action shall have been terminated taken and no statute, rule, regulation or amendedorder shall have been enacted, restatedadopted or issued by any federal, modified state or supplemented other than foreign governmental or regulatory authority that would, as of the applicable Closing Date, prevent the issuance or sale of the Shares, and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the applicable Closing Date, prevent the issuance or sale of the Shares. (h) The Exclusive Managing Agent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date to the effect that (as of the applicable Closing Date): (i) the conditions set forth in accordance with this Section 7 have been satisfied, (ii) the terms thereof; representations and warranties of the Company set forth in Section 1 hereof are accurate, (iii) this Agreement shall all agreements, conditions and obligations of the Company to be in full force and effect; performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the conditions precedent to Company and the Transaction Term Sheet and Subsidiaries have not sustained any Definitive Document shall have been satisfied material loss or waived by the appropriate parties in accordance interference with their terms respective businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefore have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Regulations which are not so included or incorporated by reference and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (x) the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company Parties and the Subsidiaries, taken as a whole; (y) the long term debt (if any) and capital stock of the Company or any of its Subsidiaries; or (z) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement and the Prospectus. (i) The Exclusive Managing Agent shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses received the favorable written opinion of (A) Milbank Arent Fox LLP, legal counsel for the Company, dated as of the applicable Closing Date addressed to HPSthe Exclusive Managing Agent in the form attached hereto as Exhibit A. (j) As of the applicable Closing Date, (B) ▇▇▇▇▇ ▇▇▇▇ & the Exclusive Managing Agent shall have received a “cold comfort” letter from Daszkal ▇▇▇▇▇▇▇▇ LLP, counsel LLP independent public accountants for the Company, dated, respectively, as of the date of delivery and addressed to the Consenting Preferred EquityholdersExclusive Managing Agent and in form and substance satisfactory to the Exclusive Managing Agent and its counsel, (C) Ropes & Gray LLP, counsel confirming that they are independent certified public accountants with respect to Adventthe Company and its Subsidiaries within the meaning of the Act and the Regulations, and stating, as of the date of delivery (Dor, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPdays prior to the date of such letter), counsel the conclusions and findings of such firm with respect to Barclays the financial information and other matters relating to the Registration Statement covered by such letter and, with respect to letters issued as of subsequent Closing Dates, confirming the conclusions and findings set forth in such prior letter. (k) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms and arrangements between the Company and the Administrative Exclusive Managing Agent. (l) The Company shall have furnished the Exclusive Managing Agent and its counsel with such other certificates, opinions or other documents as it may have reasonably requested. (m) If any of the conditions specified in each case incurred this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Exclusive Managing Agent or to its counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the representation Exclusive Managing Agent and its counsel, all obligations of their respective client in connection with the negotiationExclusive Managing Agent hereunder may be cancelled by the Exclusive Managing Agent at, implementationor at any time prior to, the consummation of the applicable Closing, and closing the obligations of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated Exclusive Managing Agent to act hereunder may be cancelled by the Definitive Documents; and (vii) the Fees and Expenses as Exclusive Managing Agent. Notice of such date cancellation shall be paid by given to the Company in writing, or by wire transfer or immediately available fundstelephone. Any telephonic notice shall be confirmed promptly thereafter in writing.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith Underwriters hereunder are subject to satisfaction the accuracy of each the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance of the following conditions: (ia) each Subsequent to the Applicable Time and prior to the Closing Date Definitive Document and Date, there shall not have occurred any other documentation necessary to consummate downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Transaction direction of the possible change, in the rating accorded the Issuer or any of the securities of any Issuer by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with b) No stop order suspending the terms thereof) effectiveness of the Registration Statement shall be in form and substance reasonably acceptable toeffect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have been executed occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and delivered byits consolidated subsidiaries, each party theretotaken as a whole, provided, that, any provision of any Definitive Document (other than as from that set forth in the forms Time of Sale Prospectus, that, in the judgment of the Manager, is material and adverse and that makes it, in the judgment of the Manager, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by either the chief executive officer or chief financial officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date Definitive Document described in clauses (a) and (b) of that the definition thereof Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the extent exhibited Closing Date. The officer making such certificate may rely upon the best of his knowledge as to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable;proceedings threatened. (iic) None of the Signing Date Definitive Documents The Manager shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary and each Guarantor have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Manager and he are justified in relying upon such opinions and certificates); (iii) the Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and BNY Midwest Trust Company, as successor to ▇▇▇▇▇▇ LLPTrust and Savings Bank, counsel as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by thirty-nine indentures supplemental thereto (such Mortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the Consenting Preferred Equityholderssupplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (Cthe “Supplemental Indenture”) Ropes & Gray LLP(the Mortgage, counsel to Adventas so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (Dv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPassuming the due authorization, counsel to Barclays execution and delivery by the Administrative Agentother parties thereto, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, Amended Mortgage constitutes a valid and closing binding agreement of the TransactionCompany, enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles); (vi) approval by Topco stockholders the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Transaction Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the other transactions contemplated by execution, recording or filing of the Definitive Documents; andAmended Mortgage have been duly paid; (vii) the Fees Company has good and Expenses sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such date shall be paid property and rights-of-way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(viii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the Company (other than classes of property expressly excepted in the Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by wire transfer the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) The Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) The Additional Guarantee, if any, has been duly authorized, executed and delivered by the Company; (xi) the Offered Securities have been duly authorized, executed, and delivered by the Issuers; (xii) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or immediately available funds.Amended Mortgage, the Offered Securities will be valid and binding obligations of the Issuers, enforceable against them in accordance with their terms (subject, as to enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general equity principles), and will be entitled to the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xiii) this Agreement has been duly authorized, executed and delivered by the Company and each Guarantor party hereto; (xiv) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by each Issuer of, and the performance by each Issuer of its obligations under, this Agreement, the Senior Indenture, the Subordinated Indenture, Amended Mortgage, the Offered Securities, the Warrant Agreement, the Unit Agreement and the Additional Guarantee, if any, will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of any Issuer or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon such Issuer, and, except for the orders of the Commission making the Registration Statement effective and the Senior Indenture, Subordinated Indenture and Amended Mortgage qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) (which have been obtained) and such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Issuer of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement; (xv) Each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xvi) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xviii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xixi) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities;

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary If filing of the Final Prospectus is required pursuant to consummate Rule 424(b) or Rule 434 of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Securities Act Regulations, the Final Prospectus shall have been timely filed with the Commission in accordance with Rule 424(b) or Rule 434 of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission. (b) The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and delivered bythe principal financial or accounting officer of the Corporation, each party theretodated the Closing Date, providedto the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, any provision to the Corporation's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any Definitive Document (other than supplement thereto), there has been no material adverse change in the financial condition, business or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Final Prospectus (exclusive of any supplement thereto). (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Corporation and its subsidiaries the effect of which is, in the reasonable judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof). (d) The Underwriters shall have received an opinion, dated the Closing Date, of the Corporation's General Counsel, substantially in the form attached hereto as Exhibit A. In rendering such opinion, such counsel may state that he is passing only on matters of New York and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (e) The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (f) At the date hereof and at the Closing Date, the Underwriters shall have received letters, dated respectively as of the date hereof and as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Date, in form and substance reasonably satisfactory to HPS them, from the Corporation's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Required Revolving LendersRegistration Statement as identified by the Representative. Such letters shall also confirm that, as applicable;with respect to the Corporation, they are independent accountants within the meaning of the published rules and regulations of the American Institute of Certified Public Accountants. (iig) None of Prior to the Signing Date Definitive Documents Closing Date, the Corporation shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent furnished to the Transaction Term Sheet Underwriters such further information, certificates and any Definitive Document shall have been satisfied or waived by documents as the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client Underwriters may reasonably request in connection with the negotiation, implementation, and closing offering of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsSecurities.

Conditions to Closing. 9.1 Conditions Precedent to Obligations of Parent. The closing obligation of Parent to consummate the Transaction and the obligations of the parties in connection therewith are transactions contemplated by this Agreement is subject to satisfaction the fulfillment, on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which may be waived by Parent in whole or in part to the extent permitted by applicable Law): (a) the representations and warranties of the Company set forth in this Agreement (i) each Closing Date Definitive Document and any other documentation necessary that are qualified as to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) materiality shall be true and correct in form and substance reasonably acceptable toall material respects without giving effect to any limitations or qualifications as to "materiality", and have been executed and delivered by"material", each party thereto, provided, that, any provision of any Definitive Document (other than as or "Material Adverse Effect" set forth in the forms any such representation or warranty, and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the Closing Date Definitive Document described in clauses as though made on the Closing Date (a) and (b) of the definition thereof except to the extent exhibited any such representations and warranties relate to this Agreement) an earlier date, in which has an adverse effect on HPS or the Revolving Lenders case such representations and warranties qualified as to materiality shall be true and correct in form all material respects without giving effect to any limitations or qualifications as to "materiality", "material", or "Material Adverse Effect" set forth in any such representation and substance reasonably satisfactory to HPS or the Required Revolving Lenderswarranty, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement and those not so qualified shall be true and correct in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agentmaterial respects, in each case incurred pursuant on and as of such earlier date), in each case except for such failures to be so true and correct that would not, individually or in the aggregate, have a Material Adverse Effect, and Parent shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, confirming the foregoing; (b) the Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by it on or prior to the representation Closing Date, and Parent shall have received a certificate signed by an authorized officer of the Company, dated the Closing Date, confirming the foregoing; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; (e) the Company shall have obtained the consents or approvals set forth on Schedule 9.1(e); (f) there shall not have been any Material Adverse Effect since the date hereof; (g) holders of at least 90% of the issued and outstanding shares of Company Common Stock shall have (i) approved the Merger and this Agreement, or (ii) validly tendered Certificates and appropriately completed letters of transmittal or (iii) waived their respective client right to appraisal under the DGCL in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsMerger; and (viih) the Fees Company shall have complied with Section 8.13. 56 9.2 Conditions Precedent to Obligations of the Company. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Company in whole or in part to the extent permitted by applicable Law): (a) the representations and Expenses warranties of Parent set forth in this Agreement qualified as to materiality shall be true and correct in all material respects without giving effect to any limitations or qualifications as to "materiality", "material", or "material adverse effect" set forth in any such representation or warranty, and those not so qualified shall be true and correct in all material respects, in each case as of the Closing Date as though made on the Closing Date (except to the extent any such representations and warranties relate to an earlier date, in which case such representations and warranties qualified as to materiality shall be true and correct in all material respects without giving effect to any limitations or qualifications as to "materiality", "material", or "material adverse effect" set forth in any such representation or warranty, and those not so qualified shall be true and correct in all material respects in each case, on and as of such date shall be paid by earlier date), and the Company shall have received a certificate signed by wire transfer an authorized officer of Parent, dated the Closing Date, confirming the foregoing; (b) Parent shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or immediately available fundscomplied with by Parent on or prior to the Closing Date, and the Company shall have received a certificate signed by an authorized officer of Parent, dated the Closing Date, confirming the foregoing; (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; (d) the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination shall have been granted; (e) Parent shall have delivered, or caused to be delivered, to the Company evidence of the deposit of the Exchange Fund, the Closing Payoff Amount and the Escrow Deposits referred to in Sections 3.2(a) and 4.3 hereof.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith Underwriters to purchase and pay for the Offered Certificates pursuant to this Agreement are subject to satisfaction the accuracy of each and compliance with the representations and warranties of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the officers of the Company made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading in the rating accorded any of the securities of the Company by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Service, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change in such rating. (b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any material adverse change, or any development reasonably likely to result in a material adverse change, in the financial condition or in the earnings or business affairs of the Company from that set forth or contemplated in the preliminary prospectus, that, in your judgment, makes it impracticable to market the Offered Certificates on the terms and in the manner contemplated in the Prospectus. (c) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by a Vice President, Treasurer or Assistant Treasurer of the Company, to the effect (i) that no event set forth in clause (a) above has occurred, (ii) that the representations and warranties of the Company contained herein are true and correct as of the Closing Date (except to the extent that a representation or warranty expressly relates to an earlier or later date, in which case it will be true and correct as of such date), (iii) that there shall not have occurred any material adverse change, or any development reasonably likely to result in a material adverse change, in the financial condition or in the earnings or business affairs of the Company from that set forth or contemplated in the Prospectus, and (iv) that the Company shall have performed in all material respects all of its obligations to be performed hereunder on or prior to the Closing Date. The officer signing and delivering such certificate may rely on the best of his or her knowledge. (d) You shall have received on the Closing Date an opinion, dated the Closing Date, from the General Counsel, Deputy General Counsel or Associate General Counsel of the Company, in form satisfactory to you and your counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all necessary corporate power and authority under such laws to own its properties, to conduct its business as described in the Prospectus, to enter into this Agreement and each Closing Date Definitive Document of the Operative Documents to which it is a party and to perform its obligations hereunder and thereunder (except where the failure to have such power or authority would not have a material adverse effect on the Company); and the Company is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the Company); (ii) The Company is an "air carrier" and a "citizen of the United States" withinthe meaning of the Transportation Code, and holds an air carrier operating certificate issued pursuant to chapter 447 of Title 49 of the United States Code; the descriptions in the Registration Statement and the Prospectus with respect to statutes, contracts, administrative orders and regulations and legal and governmental proceedings are accurate and fairly summarize the information required to be shown; and there are, to the best of such counsel's knowledge, no statutes, administrative orders or regulations or pending or threatened legal or governmental proceedings required to be described in the Registration Statement or the Prospectus which are not described as required, nor any contracts or documents of a character required to be described or referred to in the Registration Statement or the Prospectus, or to be filed as exhibits to the Registration Statement, that are not so described, referred to or filed as required; (iii) The statements in the Prospectus as to the routes that the Company presently operates or is authorized to operate are correct in all material respects. Except as disclosed in the Prospectus, no action or proceeding has been instituted or to such counsel's knowledge, has been threatened by the United States Department of Transportation, the Federal Aviation Administration or the aeronautical authorities of any other documentation necessary country that would impair the Company's ability to consummate operate such routes; (iv) This Agreement has been duly authorized, executed and delivered by the Transaction Company; (v) No authorization, approval, consent, license, order of, or registration with, or the giving of notice to, any government, governmental instrumentality, or court, domestic or foreign, or other regulatory body or authority (other than those documents permitted with respect to the effectiveness of the Registration Statement under the 1933 Act or the qualification of the Basic Agreement under the 1939 Act and other than with respect to the securities or Blue Sky laws of the various states and with respect to any registration, filing or recording that may be required under the Transportation Code and the Uniform Commercial Code as in effect in various jurisdictions) is required to be executed obtained or made by the Company for the valid authorization, issuance, sale and delivered on delivery of the Certificates and the Equipment Notes relating thereto or for the valid authorization, execution, delivery and performance by the Company of this Agreement and each of the Operative Documents to which the Company is a post-closing basis party or the consummation of the transactions contemplated by this Agreement and such Operative Documents; (vi) The execution and delivery by the Company of this Agreement and the Operative Documents to which the Company is or will be a party, the issuance and sale of the Certificates and the related Equipment Notes, the issuance of the Escrow Receipts attached to the Certificates, the consummation by the Company of the transactions contemplated herein and therein and in accordance the Prospectus and compliance with the terms thereofhereof and thereof do not and will not result in any violation of the charter or by-laws of the Company and do not and will not conflict with or violate, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under (A) shall any indenture, mortgage or loan agreement, or any other agreement or instrument known to such counsel, to which the Company is a party or by which either it be in form and substance reasonably acceptable tobound or to which any of its properties may be subject (except for such conflicts, and have been executed and delivered bybreaches, each party theretodefaults, providedviolations, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on the financial condition or on the earnings or business affairs of the Company and its subsidiaries considered as a single entity), (B) any provision of any Definitive Document existing applicable law, rule or regulation (other than the securities or Blue Sky laws of the various states, as set forth to which such counsel need express no opinion) or (C) any judgment, order or decree known to such counsel of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its properties; (vii) No default exists in the forms performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed as an exhibit to the Registration Statement; (viii) Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of such counsel, threatened against or affecting the Company that might reasonably be expected to result in any material adverse change in the financial condition or in the earnings or business affairs of the Company, or that could adversely affect the consummation of the transactions contemplated by this Agreement or any of the other Operative Documents to which the Company is a party; and (ix) Such counsel has participated in the preparation of the Registration Statement, the Prospectus and the documents incorporated by reference in the Prospectus and such counsel has no reason to believe (A) that the Registration Statement or any amendment thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, and except for the Statement of Eligibility on Form T-1 of the Trustee, as to which such counsel need express no opinion), at the time the Registration Statement became effective, contained and, as of the date such opinion is delivered, contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus or any amendment or supplement thereto (except for (1) the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and (2) statements in or omissions from the Prospectus made with respect to information relating to the Policy Provider, as to both of which such counsel need express no opinion), at the time the Prospectus was issued, at the time any amended or supplemented Prospectus was issued or as of the Closing Date Definitive Document described Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in clauses (a) and (b) order to make the statements therein, in the light of the definition thereof to circumstances under which they were made, not misleading. (e) You shall have received on the extent exhibited to this Agreement) which has Closing Date an adverse effect on HPS or opinion, dated the Revolving Lenders shall be Closing Date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, in form and substance reasonably satisfactory to HPS or you and substantially to the Required Revolving Lenders, as applicable;effect set forth in Exhibit A hereto. (iif) None of the Signing Date Definitive Documents You shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, counsel for State Street Bank and Trust Company of Connecticut, National Association, individually and as Trustee, Subordination Agent and Paying Agent, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the Consenting Preferred Equityholderseffect set forth in Exhibit B hereto. (g) You shall have received on the Closing Date an opinion of Ray, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Escrow Agent, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit C hereto. (h) You shall have received on the Closing Date an opinion of Shearman & Sterling, counsel for the Liquidity Provider, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit D hereto. (i) You shall have received on the Closing Date the opinion of Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz, special U.S. counsel for the Depositary for the Trusts, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit E hereto. (j) You shall have received on the Closing Date the opinion of ▇▇▇▇▇▇▇▇ Chance, Dutch counsel for the Depositary for the Trusts, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit F hereto. (k) You shall have received the opinion, dated as of the Closing Date, of the General Counsel for the Policy Provider, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit G. (l) You shall have received the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, special counsel to the Policy Provider, dated as of the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit H. (m) You shall have received on the Closing Date an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as counsel for the Underwriters, dated as of the Closing Date, with respect to Barclays the issuance and sale of the Administrative AgentOffered Certificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require. (n) On the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings therefor shall have been instituted or threatened by the Commission. (o) Each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the Closing Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (p) At the Closing Date, each case incurred pursuant of the Operative Documents (other than the Indentures, Leases and Participation Agreements) shall have been duly executed and delivered by each of the parties thereto; the representations and warranties of the Company contained in each of such executed Operative Documents shall be true and correct in all material respects as of the Closing Date (except to the representation of their respective client extent that they relate solely to an earlier or later date, in connection with the negotiation, implementation, which case they shall be true and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses correct as of such date earlier or later date) and the Underwriters shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Date, to such effect. (q) On the Closing Date, the Offered Certificates shall be paid rated "AAA" by Standard & Poor's Ratings Service and "Aaa" by ▇▇▇▇▇'▇ Investors Service, Inc. (r) The Underwriters shall have received on each of the Company date of this Agreement and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain other financial or statistical data and certain financial information contained in or incorporated by wire transfer or immediately available fundsreference into the Registration Statement and the Prospectus. (s) The Class C Certificates (with attached Escrow Receipts) in the amount and containing the terms described in the Prospectus shall be concurrently issued and purchased.

Conditions to Closing. (a) The closing Underwriters have entered into this Purchase Agreement in reliance upon the representations and warranties of the Transaction District contained herein and the performance by the District of its obligations hereunder, both as of the parties date hereof and as of the date of Closing. The Underwriters’ obligations under this Purchase Agreement are and shall be subject at the option of the Underwriters, to the following further conditions at the Closing: (1) The representations and warranties of the District contained herein shall be true, complete and correct in connection therewith are subject all material respects at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to satisfaction the Underwriters at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of the Closing; and the District shall be in compliance with each of the following conditions:agreements made by it in this Purchase Agreement; (2) At the time of the Closing, (i) each Closing Date Definitive Document the Official Statement and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) District Documents shall be in form full force and substance reasonably acceptable to, effect and shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the parties hereto; (ii) all actions under the Act which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the District shall perform or have performed all of its obligations required under or specified in the District Documents or the Official Statement to be performed at or prior to the Closing; (3) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the District, shall be pending (in which service of process has been completed against the District) or threatened (either in state or federal courts) (A) seeking to restrain or enjoin the execution, sale or delivery of any of the Bonds, (B) in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds, this Purchase Agreement, the Escrow Agreement or the Continuing Disclosure Certificate, or (C) in any way contesting the existence or powers of the District, or contesting in any way the completeness or accuracy of the Official Statement; (4) Between the date hereof and the Closing, the market price for the Bonds, or the market for or marketability or the ability of the Underwriters to enforce contracts for the sale of the Bonds at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected by reason of any of the following: (i) legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (A) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, the federal income tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof or State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (ii) the declaration of war or engagement in or escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (iii) the declaration of a general banking moratorium by federal, New York or State authorities having jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national securities exchange, whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (iv) the conditions precedent imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Transaction Term Sheet and Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any Definitive Document shall have been satisfied such restrictions now in force, including those relating to the extension of credit by, or waived by the appropriate parties in accordance with their termscharge to the net capital requirements of, the Underwriters; (v) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the Company Parties Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (vi) the withdrawal or downgrading of any underlying rating or credit watch status or outlook of the District’s outstanding indebtedness by a national rating agency; (vii) the occurrence of any adverse change of a material nature of the financial condition, results of operation or properties of the District; (viii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (ix) a material disruption in securities settlement, payment or clearance services or the marketability of the Bonds or the market price thereof, in the opinion of the Underwriters, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets. (5) At or prior to the Closing Date, the Underwriters shall have paid received the following documents, in each case dated as of the Closing Date and satisfactory in form and substance to the Representative: (i) A certificate of the Clerk of the Board of Education to the effect that (i) the copy of the Resolution attached thereto is a true and correct copy thereof, and (ii) the Resolution was duly adopted and has not been modified, amended, rescinded or reimbursed any revoked and all reasonable is in full force and documentedeffect on the Closing; Date; (ii) Executed copies of the Escrow Agreement, fees the Continuing Disclosure Certificate and out-of-pocket expenses the Official Statement; (iii) An approving opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPLLP as Bond Counsel, counsel substantially in the form attached as Appendix C to Barclays the Official Statement, relating to the Bonds, dated the Closing Date and addressed to the District; (iv) A reliance letter from Bond Counsel to the effect that the Underwriters may rely upon the approving opinion described in Section 8(a)(5)(iii) above; (v) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the effect that (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Administrative Agent, in each case incurred Resolution is exempt from qualification pursuant to the representation Trust Indenture Act of their respective client 1939, as amended, (ii) assuming due authorization, execution and delivery by all the parties thereto other than the District, this Purchase Agreement and the Continuing Disclosure Certificate constitute valid and binding obligations of the District, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in connection with appropriate cases and to the negotiation, implementationlimitations on legal remedies against school districts or counties in the State of California (provided that no opinion need be rendered regarding the adequacy of the Continuing Disclosure Certificate for purposes of the Rule), and closing (iii) statements contained in the Official Statement under the captions “THE REFUNDING BONDS” (excluding any and all information contained under the subheadings “– Authority for Issuance; Plan of Refunding,” “ – Plan of Refunding,” “– Estimated Sources and Uses of Funds,” “– Debt Service,” “– Outstanding Bonds” and “– Aggregate Debt Service”) and “TAX MATTERS,” excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the TransactionBonds and the Resolution, and the form and content of Bond Counsel’s approving opinion, are accurate in all material respects; (vi) approval A certificate, dated the Closing Date, signed by Topco stockholders an appropriate official of the Transaction District, to the effect that (i) such official is authorized to execute the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Agreement, (ii) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the date of Closing, (iii) the District has complied with all the terms of the District Documents to be complied with by the District prior to or concurrently with the Closing and such documents are in full force and effect; (iv) to the best of such official’s knowledge, no litigation is pending or threatened (either in state or federal courts) (A) seeking to restrain or enjoin the execution, sale or delivery of any of the Bonds, (B) in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Agreement, or (C) in any way contesting the existence or powers of the District, (v) such official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (vi) each of the conditions listed in Section 8(a)(5) of this Purchase Agreement has been satisfied as of the Closing Date and the District is not aware of any other transactions contemplated by condition of this Purchase Agreement that has not been satisfied as of the Definitive Documents; andClosing Date, and (vii) the Bonds being delivered on the Closing Date to the Underwriters under this Purchase Agreement substantially conform to the descriptions thereof contained in the Resolution and this Purchase Agreement; (vii) The letter of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, as disclosure counsel to the Fees District (“Disclosure Counsel”), addressed to the District and Expenses the Underwriters, dated the Closing Date, to the effect that, based on such counsel’s participation in conferences with representatives of the County, the District, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Associates, Inc., as the District’s Municipal Advisor, the Underwriters, [ ], as counsel to the Underwriters, [the Insurer] and others, during which the contents of the Official Statement and related matters were discussed, and based on such counsel’s participation in the above-mentioned conferences (which did not extend beyond the date of the Official Statement), and in reliance thereon, on oral and written statements and representations of the District, the County and others and on the records, documents, certificates, opinions and matters herein mentioned, such counsel advises the District and the Underwriters, as a matter of fact and not opinion, that, during the course of such counsel’s engagement as disclosure counsel with respect to the Bonds, no facts came to the attention of such counsel’s attorneys rendering legal services in connection with such representation with respect to the Bonds which caused such counsel to believe that the Official Statement as of its date and as of the Closing Date (except for any CUSIP numbers, financial, accounting, statistical, economic or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, or management discussions and analysis, any information about verification, DTC or its book-entry system, Cede & Co., litigation, ratings, rating agencies, Municipal Advisors, the Underwriters, underwriting[, the Insurer, the Policy] or relationships among the parties, any statements about compliance with prior continuing disclosure undertakings, and Appendices [ ], [ ], [ ], [ ] and [ ], included or referred to therein or omitted therefrom, as to which such date shall be paid counsel expressly excludes from the scope of this paragraph and as to which such counsel expresses no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (viii) Evidence satisfactory to the Underwriters that any ratings described in the Official Statement are in full force and effect as of the Closing Date; (ix) A certificate of the Escrow Bank dated the Closing Date, signed by a duly authorized officer of the Escrow Bank, and in form and substance satisfactory to the Underwriters, to the effect that (i) to the best of such officer’s knowledge, the representations and agreements of the Escrow Bank in the Escrow Agreement are true and correct as of the Closing Date, (ii) the Escrow Agreement has been duly authorized, executed and delivered and, assuming due execution by the Company other parties thereto, is enforceable against the Escrow Bank in accordance with its terms; and (iii) no litigation is pending or, to such officer’s knowledge, threatened (either in state or federal courts) in any way contesting or affecting any authority of the Escrow Bank for or in connection with its performance of the Escrow Agreement; (x) A defeasance opinion of Bond Counsel, dated the Closing Date and addressed to the District and the Underwriters, to the effect that, upon the deposit of cash and certain proceeds of the Bonds into the escrow funds established under the Escrow Agreement as provided in the paying agent agreement pursuant to which the Prior Bonds were issued, and the investment of money and securities in accordance with the provisions of the Escrow Agreement, the Prior Bonds will have been satisfied and discharged and are no longer outstanding under said paying agent agreement. In rendering this opinion, Bond Counsel may rely on the Verification Report as to the mathematical accuracy of the schedules with respect to the sufficiency of the escrow funds established to pay the Prior Bonds and will not independently verify the accuracy of the information contained in the Verification Report; (xi) A report by wire transfer or immediately available funds.▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ P.C., verifying the arithmetical accuracy of the computation of projected receipts for and of payments to retire the Prior Bonds (the “Verification Report”); (xii) [The Policy with respec

Conditions to Closing. The closing of Unless waived by the Transaction and Managers, the several obligations of the parties in connection therewith Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of each of the following conditions: (ia) each Subsequent to the Applicable Time and prior to the Closing Date Definitive Document and Date, there shall not have occurred any other documentation necessary to consummate downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Transaction direction of the possible change, in the rating accorded the Company or any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with b) No stop order suspending the terms thereof) effectiveness of the Registration Statement shall be in form and substance reasonably acceptable toeffect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have been executed occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and delivered byits consolidated subsidiaries, each party theretotaken as a whole, provided, that, any provision of any Definitive Document (other than as from that set forth in the forms Time of Sale Prospectus, that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and the Managers shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by either the chief executive officer or chief financial officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date Definitive Document described in clauses (a) and (b) of that the definition thereof Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the extent exhibited Closing Date. The officer making such certificate may rely upon the best of his knowledge as to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable;proceedings threatened. (iic) None of the Signing Date Definitive Documents The Managers shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, addressed to the Managers to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (iii) the Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to ▇▇▇▇▇▇ LLPTrust and Savings Bank, counsel as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by forty-four supplemental indentures supplemental thereto, in addition to the Consenting Preferred Equityholdersforty-second supplemental (reopening) indenture (such Mortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the supplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (Cthe “Supplemental Indenture”) Ropes & Gray LLP(the Mortgage, counsel to Adventas so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (Dv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPassuming the due authorization, counsel to Barclays execution and delivery by the Administrative Agentother parties thereto, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, Amended Mortgage constitutes a valid and closing binding agreement of the TransactionCompany, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) approval by Topco stockholders the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Transaction Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the other transactions contemplated by execution, recording or filing of the Definitive Documents; andAmended Mortgage have been duly paid; (vii) the Fees Company has good and Expenses sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such date shall be paid property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the Company (other than classes of property expressly excepted in the Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by wire transfer the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or immediately available funds.Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Energy Regulatory Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xviii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities; (xix) the Company has complied with K.S.A. 9 66- 125 with respect to the issuance of the Offered Securities. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Time of Sale Prospectus; and (xx) The statements in the prospectus supplement contained in the Time of Sale Prospectus and the Prospectus under “Description of First Mortgage Bonds,” “Description of Senior Notes” or “Description of Subordinated Indebtedness” and in the Base Prospectus under the caption “Description of Debt Securities” as they relate to the Amended Mortgage, the Senior Debt Indenture, the Subordinated Debt Indenture and the Offered Securities, insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that nothing has come to his attention that causes him to believe (1) that the Registration Statement or any amendments thereto, on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or neces

Conditions to Closing. The closing obligation of the Transaction Initial Purchaser under this Agreement to purchase the Purchased Notes and of the Co-Manager to act as co-manager with respect to the Class A-L Loans will be subject to (i) the accuracy as of the date hereof of the representations and warranties on the part of the Issuer and the Retention Holder hereunder, (ii) the performance by the Issuer and the Retention Holder of its obligations of hereunder and (iii) the parties in connection therewith are subject to satisfaction of each of the following conditionsadditional conditions precedent, in each case, as determined to the satisfaction of the Initial Purchaser and the Co-Manager: (a) Prior to the Closing Date, the Issuer shall have prepared and delivered the Final Offering Circular to the Placement Agents for delivery to prospective investors in the Purchased Notes. (b) On the Closing Date (i) each the Class A Notes and the Class A-L Loans have been assigned a rating of “AAA(sf)” by S&P, (ii) the Class B Notes have been assigned a rating of at least “AA(sf)” by S&P, (iii) the Class C Notes have been assigned a rating of at least “A(sf)” by S&P and (iv) the Class D Notes have been assigned a rating of “BBB-(sf)” by S&P. (c) The Placement Agents shall have received on the Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable tocertificate, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than dated as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) signed by an authorized officer of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Issuer, in form and substance reasonably satisfactory to HPS the Placement Agents, to the effect that the representations and warranties of the Issuer contained in this Agreement are true and correct as of the Closing Date and that the Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Required Revolving Lenders, Closing Date. The authorized officer signing and delivering such certificate may rely upon the best of his or her knowledge as applicable;to proceedings threatened. (iid) None of the Signing Date Definitive Documents The Placement Agents shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., Delaware counsel to the Retention Holder and the Issuer, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (e) The Placement Agents shall have received on the Closing Date a duly executed Officer’s Certificate of the Collateral Manager and Retention Holder, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (f) The Placement Agents shall have received on the Closing Date the letter of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, U.S. counsel to the Collateral Manager, the Retention Holder and the Issuer a with respect to the Offering Circular in relation to Rule 10b-5 under the Securities Act, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (g) The Placement Agents shall have received on the Closing Date opinions of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, U.S. counsel to the Collateral Manager, the Retention Holder and to the Issuer, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (h) The Placement Agents shall have received on the Closing Date an opinion of ▇▇▇▇▇ Lord LLP, counsel to Barclays the Trustee, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (i) The Indenture shall have been executed and delivered by the parties thereto in form reasonably satisfactory to the Placement Agents, an executed version of the Indenture shall have been delivered to the Placement Agents and the Administrative Indenture shall be in full force and effect. (j) The Transaction Documents shall have been executed and delivered by the parties thereto in form reasonably satisfactory to the Initial Purchaser, executed versions of such agreements shall have been delivered to the Placement Agents and each such agreement shall be in full force and effect. (k) The Placement Agents shall have received satisfactory evidence that the Issuer has issued the Notes and the Placement Agents shall have received the related representation letters, if any. (l) The Issuer shall have executed and delivered the letter of representations with respect to the Notes (as applicable) in form reasonably satisfactory to the Placement Agents. (m) The Placement Agents shall have received payment in immediately available funds of the Structuring and Advisory Fee and the Placement Agents and such other parties referred to in Section 7 hereof shall have received payment in immediately available funds of the fees and the expenses described in Section 7. (n) Each of the conditions precedent to the issuance of the Notes set forth in Sections 3.1 and 3.2 of the Indenture shall be satisfied or waived by the Placement Agents as of the Closing Date. (o) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Issuer, the Retention Holder or the Collateral Manager and their respective subsidiaries that, in the reasonable judgment of either Placement Agent, is material and adverse and that makes it, in each the reasonable judgment of either Placement Agent, impracticable to market, trade or settle any of the Notes. (p) The Notes are qualified for offer and sale under the securities laws of such jurisdictions as the Initial Purchaser has requested. (q) None of the following events shall have occurred: (i) trading generally shall have been suspended or materially limited on, or by, as the case incurred pursuant may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or Euronext Dublin, (ii) trading of any securities of the Issuer shall have been suspended on any substantial U.S. exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or the United Kingdom shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State or Delaware State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Initial Purchaser, is materially adverse and which, singly or together with any other event specified in clause (v), makes it, in the judgment of the Initial Purchaser, impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Final Offering Circular. (r) The Placement Agents shall have received on the Closing Date a certificate, dated as of the Closing Date and signed by an authorized officer of the Retention Holder, in form and substance reasonably satisfactory to the representation of their respective client in connection with Placement Agents, to the negotiation, implementation, effect that: (i) the representations and closing warranties of the Transaction; (vi) approval by Topco stockholders Retention Holder contained in this Agreement are true and correct as of the Transaction Closing Date, (ii) that each of the Retention Holder and the other transactions Warehouse Borrower has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date, (iii) since the date information is given in the Final Offering Circular, there has not been any material adverse change in the condition, financial or otherwise, or in the earnings or business affairs of the Warehouse Borrower, the Retention Holder or the Issuer whether or not arising in the ordinary course of business, or the ability of the Warehouse Borrower, the Retention Holder or the Issuer to perform its obligations hereunder or under the Transaction Documents to which it is a party or in the characteristics of the Collateral Obligations, except as contemplated by the Definitive Documents; andFinal Offering Circular and (iv) nothing has come to the attention of such Responsible Officer that would lead such Responsible Officer to believe that the Final Offering Circular contained any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The authorized officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (viis) The Retention Holder shall have acquired the Fees Interests in accordance with the terms of the Issuer’s A&R LLC Agreement. The Issuer and Expenses as the Retention Holder will furnish the Placement Agents with such conformed copies of such date shall be paid by the Company by wire transfer or immediately available fundsopinions, certificates, letters and documents as any of them may reasonably request.

Conditions to Closing. The closing Closing shall be held at the offices of the Transaction and the Investor or its counsel. The obligations of the parties in connection therewith are Placement Agent hereunder shall be subject to satisfaction the continuing accuracy in all material respects of the representations and warranties of the Company and the Investor contained herein as of the date hereof and as of the date of each Closing (each, a "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and of each Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of each Closing Date of its covenants and obligations hereunder and to the following further conditions: A. The Investor and the Placement Agent shall receive a copy of the opinion of counsel to the Company referenced in Article IV of the Standby Equity Distribution Agreement. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to each Closing, as applicable, (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) there shall be in form and substance reasonably acceptable to, and have been executed and delivered byno material adverse change nor development involving a prospective change in the condition or prospects or the business activities, each party theretofinancial or otherwise, providedof the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, that, any provision not in the ordinary course of any Definitive Document business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (other than iii) except as set forth in the forms Offering Materials and the agreements and documents referenced therein (including, but not limited to the SEC Documents), the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness in excess of Five Thousand Dollars ($5,000) for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials there shall not have been any material change in the indebtedness (long or short term) or liabilities or obligations of the Closing Date Definitive Document described in clauses Company (acontingent or otherwise) and trade payable debt; (bv) no material amount of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None assets of the Signing Date Definitive Documents Company shall have been terminated pledged or amendedmortgaged, restatedexcept as indicated in the Offering Materials; and (v) no action, modified suit or supplemented proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other than administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the properties or businesses or financial condition or income of the Company, except as set forth in the Offering Materials. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Company from issuing shares of Common Stock to its officers, directors or affiliates for compensation or remuneration, or to other entities in connection with acquisitions or other transactions after the date hereof. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable Closing Date, the representations and warranties of the Company set forth herein are true and correct in all material respects. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the terms thereof; performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (iii) this Agreement shall be in full force and effect; (iv1) the conditions precedent to Offering is exempt from the Transaction Term Sheet and registration requirements of the 1933 Act or any Definitive Document shall have been satisfied applicable state "Blue Sky" law or waived by the appropriate parties in accordance with their terms (v2) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsInvestor is an Accredited Investor.

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith Buyer, the Seller and Encompass under this Agreement are subject to the satisfaction of each or waiver by the Buyer or the Seller, as applicable, of the following conditionsconditions precedent on or before the Closing: (a) The representations and warranties of the Seller contained herein shall be true in all material respects on and as of the Closing; (b) The Seller shall, in all material respects, have performed all of its obligations and agreements and complied with all of its covenants contained in this Agreement to be performed and complied with by it on or prior to the Closing; (c) The representations and warranties of the Buyer contained herein shall be true in all material respects on and as of the Closing; (d) The Buyer shall, in all material respects, have performed all of its obligations and agreements and complied with all of its covenants contained in this Agreement to be performed and complied with by it on or prior to the Closing; (e) The Seller shall have filed a motion or motions for approval (the "Approval Motion") under Section 363 of the Bankruptcy Code of (i) each Closing Date Definitive Document the sale of the Assets and any other documentation necessary assumption and assignment of the Assigned Contracts and assumption of the Assumed Liabilities pursuant to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form of this Agreement and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document the transactions hereunder (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a"Transaction") and (bii) the form of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (iif) None Approval and agreement of surety companies to continue all existing bonds associated with assigned contracts (g) The United States Bankruptcy Court having jurisdiction over the Chapter 11 case of the Signing Date Definitive Documents Seller and Encompass filed on November 19, 2002 (the "Bankruptcy Court") shall have been terminated or amended, restated, modified or supplemented other than in accordance with entered the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) Sale Order approving the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsApproval Motion; and (viih) the Fees and Expenses as of such date shall be paid No court order by the Company Bankruptcy Court shall have been entered in any action or proceeding instituted by wire transfer any person that enjoins, restrains, or immediately available fundsprohibits the consummation of the transactions contemplated hereby.

Conditions to Closing. The closing Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Transaction District contained herein and the performance by the District of its obligations hereunder, both as of the parties date hereof and as of the date of Closing. The Underwriter’s obligations under this Purchase Agreement are and shall be subject at the option of the Underwriter, to the following further conditions at the Closing: (a) The representations and warranties of the District contained herein shall be true, complete and correct in connection therewith are subject all material respects at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to satisfaction the Underwriter at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of the Closing; and the District shall be in compliance with each of the following conditions:agreements made by it in this Purchase Agreement; (b) At the time of the Closing, (i) each Closing Date Definitive Document the Official Statement, this Purchase Agreement, the Continuing Disclosure Agreement and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) Resolution shall be in form full force and substance reasonably acceptable to, effect and shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the parties hereto; (ii) all actions under the Act which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the District shall perform or has performed all of its obligations required under or specified in the Resolution, this Purchase Agreement or the Continuing Disclosure Agreement to be performed at or prior to the Closing; (ivc) the conditions precedent to the Transaction Term Sheet and any Definitive Document No decision, ruling or finding shall have been satisfied entered by any court or waived by governmental authority since the appropriate parties in accordance with their termsdate of this Purchase Agreement (and not reversed on (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLPseeking to restrain or enjoin the execution, counsel to HPSsale or delivery of any of the Bonds, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin any way contesting or affecting the authority for the execution, counsel to sale or delivery of the Consenting Preferred EquityholdersBonds, this Purchase Agreement or the Continuing Disclosure Agreement, or (C) Ropes & Gray LLPin any way contesting the existence or powers of the District, counsel to Advent, and or contesting in any way the completeness or accuracy of the Official Statement; (Dd) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays Between the date hereof and the Administrative AgentClosing, the market price for the Bonds, or the market for or marketability or the ability of the Underwriter to enforce contracts for the sale of the Bonds at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected by reason of any of the following: (1) legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, the federal income tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof or State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; or (ii) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (2) the declaration of war or engagement in or escalation of major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (3) the declaration of a general banking moratorium by federal, New York or State authorities having jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national securities exchange, whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (4) a decision by a court of the United Stated shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any other document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; (5) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (7) the occurrence of or any notice given of any intended downgrading, suspension, withdrawal or negative change in credit watch status by any national rating service to the District’s outstanding indebtedness by a national rating agency; (8) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (9) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets. (e) At or prior to the Closing, the Underwriter shall have received the following documents, in each case incurred pursuant satisfactory in form and substance to the representation of their respective client in connection with the negotiation, implementation, and closing Underwriter: (1) A certificate of the Transaction; (vi) approval by Topco stockholders Clerk of the Transaction and Board of Trustees to the other transactions contemplated by the Definitive Documents; and effect that (viii) the Fees copy of the Resolution attached thereto is a true and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.correct copy thereof, and

Conditions to Closing. The closing of the Transaction This Agreement and the obligations of the parties in connection therewith are subject Lender to satisfaction make Loans hereunder shall become effective as of the date that the Lender shall have received each of the following conditions:documents and the following conditions shall have been satisfied on or prior to such date (such date, the “A&R Effective Date”), each of which shall be reasonably satisfactory to the Lender in form and substance (or such condition shall have been waived in writing by the Lender): (ia) the Lender shall have received each Closing Date Definitive Loan Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be any Guaranty Joinder Agreement) duly executed and delivered on behalf of the Borrower and each Guarantor, as applicable; (b) incumbency certificates evidencing the identity, authority and capacity of each officer of the Borrower and each Guarantor authorized to act on behalf of such Person in connection with this Agreement and the other Loan Documents to which such Person is a postparty, or a bring-closing basis down certificate certifying that any incumbency certificate executed and delivered by the Borrower in accordance connection with the terms thereofOriginal Closing Date remains true, correct and complete as of the date hereof; (c) favorable opinions of (i) in-house special New York counsel to the Loan Parties, (ii) in-house Brazilian counsel to ▇▇▇▇▇ Dourados Comércio de Alimentos S.A. and (iii) ▇▇▇▇▇▇ & Calder, British Virgin Islands counsel to the Borrower, in each case substantially in the form attached hereto as Exhibits ▇-▇, ▇-▇, and D-3 respectively; (d) a certificate signed by the chief financial or accounting officer of the Borrower (A) confirming (1) that no Default or Event of Default shall have occurred and be continuing, (2) that the representations and warranties of the Loan Parties set out in the Loan Documents shall be (x) if any such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as so qualified) on and as of the A&R Effective Date, or (y) if any such representation and warranty is not so qualified, true and correct in form all material respects on and substance reasonably acceptable toas of the A&R Effective Date and (B) certifying that the copies of organizational documents, resolutions and powers of attorney of each Loan Party and its legal representatives delivered by the Borrower to the Lender in connection with the Original Closing Date remain true, correct, complete and in full force and effect, and have not been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than rescinded or revoked as set forth in the forms of the Closing Date Definitive Document described in clauses date hereof; (ae) the Borrower and (b) each Guarantor shall have delivered evidence that a process agent shall have accepted appointment to receive service of process on the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Borrower and such Guarantor, in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsLender; and (viif) the Fees Borrower shall have paid all fees and Expenses as other amounts due and payable on or before the A&R Effective Date by the Borrower to the Lender (including fees and expenses of counsel to the Lender) to the extent invoiced to the Borrower prior to the A&R Effective Date. The Lender shall notify the Borrower of the Original Closing Date, and such date notice shall be paid conclusive and binding. Notwithstanding the foregoing, the obligations of the Lender to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived in writing by the Company by wire transfer Lender) at or immediately available fundsprior to 2:00 p.m., New York time, on the date that is five (5) days after the Original Closing Date (and, in the event such conditions are not so satisfied or waived, the Commitment shall terminate at such time).

Conditions to Closing. The closing obligation of AIFS to purchase and pay for the Transaction and the obligations of the parties in connection therewith Class C Certificates pursuant to this Agreement are subject to satisfaction the accuracy of and compliance with the representations and warranties of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the officers of the Company made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading in the rating accorded the Class C Certificates by ▇▇▇▇▇'▇ Investor Service or Standard & Poor's Ratings Service set forth in the Offering Memorandum other than a downgrade caused by a downgrade in the rating of the Company. (i) Each of the representations and warranties of the Company contained herein shall be true and correct as of the Closing Date (except to the extent that a representation or warranty expressly relates to an earlier or later date, in which case it will be true and correct as of such date); (ii) each of the following conditionsconditions precedent set forth in Section 6 of that certain Letter Agreement, dated as of October 31, 1997, as amended, (the "Letter Agreement") among AVSA, S.A.R.L. ("AVSA"), the Company and US Airways Group, Inc. ("Group") shall have been satisfied; (iii) no Termination Event as described in Section 7 of the Letter Agreement shall have occurred; and (iv) the Company shall have performed in all material respects all of its obligations to be performed hereunder on or prior to the Closing Date; provided that the condition set forth in Section 6(b) of the Letter Agreement shall be deemed satisfied if the Company delivers to the Indenture Trustee an opinion with respect to Section 1110 of the U.S. Bankruptcy Code meeting the requirements described in the section of the Offering Memorandum captioned "Description of Equipment NotesuRemedies"; and AIFS shall have received on the Closing Date a certificate, dated the Closing Date and signed by a Vice President or Treasurer of the Company, to the effect that each of the foregoing clauses (i) through (iv) is true as of the Closing Date. The officer signing and delivering such certificate may rely on the best of his or her knowledge. (c) AIFS shall have received on the Closing Date an opinion, dated the Closing Date, from the General Counsel, Deputy General Counsel or Associate General Counsel of the Company, in form satisfactory to AIFS and AIFS' counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all necessary corporate power and authority under such laws to own its properties, to conduct its business as described in the Offering Memorandum, to enter into this Agreement and each Closing Date Definitive Document of the Operative Documents to which it is a party and to perform its obligations hereunder and thereunder (except where the failure to have such power or authority would not have a material adverse effect on the Company); and the Company is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the Company); (ii) The Company is an "air carrier" and a "citizen of the United States" within the meaning of the Transportation Code, and is "holding an air carrier operating certificate issued by the Secretary of Transportation" within the meaning of 11 U.S.C. section 1110; the descriptions in the Offering Memorandum with respect to statutes, contracts, administrative orders and regulations and legal and governmental proceedings are accurate and fairly summarize the information that would be required to be shown (if the Offering Memorandum were subject to the Securities Act of 1933, as amended (the "1933 Act")); and there are, to the best of our counsel's knowledge, no statutes, administrative orders or regulations or pending or threatened legal or governmental proceedings which would be required to be described in the Offering Memorandum (if the Offering Memorandum were subject to the ▇▇▇▇ ▇▇▇) which are not described as required, nor any contracts or documents of a character that would be required to be described or referred to in the Offering Memorandum (if the Offering Memorandum were subject to the 1933 Act), that are not so described, referred to or filed as would be so required; (iii) The statements in the Offering Memorandum as to the routes that the Company presently operate or is authorized to operate are correct in all material respects. Except as disclosed in the Offering Memorandum, no action or proceeding has been instituted or to such counsel's knowledge, has been threatened by the United States Department of Transportation, the Federal Aviation Administration or the aeronautical authorities of any other documentation necessary country that would impair the Company's ability to consummate operate such routes; (iv) This Agreement has been duly authorized, executed and delivered by the Transaction Company; (v) No authorization, approval, consent, license, order of, or registration with, or the giving of notice to, any government, governmental instrumentality, or court, domestic or foreign, or other regulatory body or authority (other than, in the case of the Class C Certificates, with respect to the qualification of the Basic Agreement under the 1939 Act and other than, in the case of the Class C Certificates, with respect to the securities or Blue Sky laws of the various states and with respect to any registration, filing or recording that may be required under the Transportation Code and the Uniform Commercial Code as in effect in various jurisdictions) is required to be obtained or made by the Company for the valid authorization, issuance, sale and delivery of the Class C Certificates and the Equipment Notes relating thereto or for the valid authorization, execution, delivery and performance by the Company of this Agreement and each of the Operative Documents to which the Company is or will be a party or the consummation of the transactions contemplated by this Agreement and such Operative Documents; (vi) The execution and delivery by the Company of this Agreement, the related Pass Through Agreement and the Operative Documents to which the Company is or will be a party, the issuance and sale of the Class C Certificates and the related Equipment Notes, the issuance of the Escrow Receipts attached to the Class C Certificates, the consummation by the Company of the transactions contemplated herein and therein and in the Offering Memorandum and compliance with the terms hereof and thereof do not and will not result in any violation of the charter or by- laws of the Company and do not and will not conflict with or violate, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any impermissible lien, charge or encumbrance upon any property or assets of the Company under (A) any indenture, mortgage or loan agreement, or any other agreement or instrument known to such counsel, to which the Company is a party or by which either it be bound or to which any of its properties may be subject (except for such conflicts, breaches, defaults, violations, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on the financial condition or on the earnings or business affairs of the Company and its subsidiaries considered as a single entity); (B) any existing applicable law, rule or regulation (other than those documents permitted the securities or Blue Sky laws of the various states, as to be executed and delivered which such counsel need express no opinion); or (C) any judgment, order or decree known to such counsel of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its properties; (vii) No default exists in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Offering Memorandum or filed as an exhibit to the Registration Statement on a postForm S-3 (File No. 333-closing basis in accordance 79825) filed by the Company with the terms thereofSecurities and Exchange Commission (the "Registration Statement"); (viii) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than Except as set forth disclosed in the forms Offering Memorandum, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of such counsel, threatened against or affecting the Company that might reasonably be expected to result in any material adverse change in the financial condition or in the earnings or business affairs of the Company, or that could adversely affect the consummation of the transactions contemplated by this Agreement or any of the other Operative Documents to which the Company is or will be a party; and (ix) Such counsel has participated in the preparation of the Offering Memorandum and the documents incorporated by reference in the Offering Memorandum and no facts have come to such counsel's attention that lead such counsel to believe that the Offering Memorandum or any amendment or supplement thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need express no opinion), at the time the Offering Memorandum was issued, at the time any amended or supplemental Offering Memorandum was issued or as of the Closing Date Definitive Document described Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in clauses (a) and (b) order to make the statements therein, in the light of the definition thereof to circumstances under which they were made, not misleading. (d) You shall have received on the extent exhibited to this Agreement) which has Closing Date an adverse effect on HPS or opinion, dated the Revolving Lenders shall be Closing Date, of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), counsel for the Company, in form and substance reasonably satisfactory to HPS or you and substantially to the Required Revolving Lenders, as applicable;effect set forth in Exhibit A hereto. (iie) None of the Signing Date Definitive Documents You shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ , LLP, counsel for State Street Bank and Trust Company of Connecticut, National Association, individually and as Trustee, Subordination Agent and Paying Agent, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the Consenting Preferred Equityholderseffect set forth in Exhibit B hereto. (f) You shall have received on the Closing Date an opinion of Ray, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, counsel for the Escrow Agent, dated the Closing Date, in form and substance reasonably satisfactory to Barclays you and substantially to the effect set forth in Exhibit C hereto. (g) You shall have received an the Closing Date an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Liquidity Provider, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit D hereto. (h) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ Price ▇▇▇▇▇▇▇ & Kammholz, counsel for the Depositary for the Class C Trust, dated the Closing Date, and an opinion of in-house counsel to the Depositary, dated the Closing Date, each in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit E hereto. (i) Each of the Appraisers shall have furnished to AIFS a letter from such Appraiser, addressed to the Company and dated the Closing Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates; (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates; and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (j) At the Closing Date, each of the Operative Documents shall be in form and substance reasonably satisfactory to you and (other than the Indentures, Leases and Participation Agreements) shall be duly executed and delivered by each of the parties thereto; the representations and warranties of the Company contained in each of such executed Operative Documents shall be true and correct in all material respects as of the Closing Date (except to the extent that they relate solely to an earlier or later date, in which case they shall be true and correct as of such earlier or later date) and you shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Date, to such effect. (k) You shall have received on each of the date of this Agreement and the Administrative AgentClosing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to you, from the Company's independent public accountants, containing statements and information of the type customarily included in accountants' "agreed upon procedures letter" to underwriters with respect to the financial statements and certain other financial or statistical data and certain financial information contained in or incorporated by reference into the Offering Memorandum. (l) The Class A Certificates and the Class B Certificates (in each case incurred pursuant to with attached Escrow Receipts) in the representation of their respective client amount and containing the terms described in connection with the negotiation, implementation, Offering Memorandum shall be concurrently issued and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated purchased by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsUnderwriters.

Conditions to Closing. The following are conditions to the closing of the Transaction transactions involving the issuance and sale of the Offered Securities contemplated hereby, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled on or prior to the Time of Closing and which conditions may be waived in writing in whole or in part by the Agent: (a) the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Offered Securities to the Purchasers prior to the Time of Closing as herein contemplated, it being understood that the Agent shall do all that is reasonably required to assist the Corporation to fulfil this condition; (b) the Corporation's board of directors shall have authorized and approved the execution and delivery of this Agreement and the obligations acceptance of the parties in connection therewith are subject to satisfaction of each Subscription Agreements, the allotment, issuance and delivery of the Offered Securities, the creation and issuance of the Compensation Warrants, the creation and issuance of the Debenture Common Shares upon the conversion of the Debentures, the allotment, issuance and delivery of the Debenture Warrant Shares upon the exercise of the Debenture Warrants, the creation and issuance of the Compensation Warrants, the allotment, issuance and delivery of the Compensation Shares issuable upon the exercise of the Compensation Warrants, and all matters relating thereto; (c) the Corporation shall have accepted one or more Subscription Agreements with the Purchasers; (d) the Agent shall have received an opinion, dated the Closing Date, of the Corporation's counsel (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation's auditors or a public official) with respect to the following conditionsmatters: (i) as to the incorporation and subsistence of the Corporation and each Closing Date Definitive Document Subsidiary under the laws of its governing jurisdiction and any other documentation necessary as to consummate the Transaction (other than those documents permitted corporate power of the Corporation to be executed carry out its obligations under this Agreement and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable toSubscription Agreements, and have been executed to issue the Offered Securities, the Debenture Common Shares, the Debenture Warrants, Debenture Common Shares the Compensation Warrants, and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableCompensation Shares; (ii) None as to the authorized and issued capital of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofCorporation; (iii) that the Corporation is the registered holder of the percentage of the outstanding shares of each Subsidiary referred to in subsection 4(c) hereof; (iv) that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties; (v) that none of the execution and delivery of this Agreement and the Subscription Agreements, the performance by the Corporation of its obligations hereunder and thereunder, or the sale or issuance of the Offered Securities, the Debenture Common Shares, the Debenture Warrants, Debenture Common Shares the Compensation Warrants, and the Compensation Shares will conflict with or result in any breach of the constating documents or by-laws of the Corporation; (vi) that each of this Agreement and the Subscription Agreements, have been duly authorized and executed and delivered by the Corporation, and constitute a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (vii) that the Offered Securities have been validly issued by the Corporation; (viii) that the Compensation Warrants have been duly and validly created and issued; (ix) that the Compensation Shares have been authorized and allotted for issuance upon the due exercise of the Compensation Warrants in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (x) that the Debenture Common Shares have been authorized and allotted for issuance upon the due conversion of the Debentures in accordance with the provisions thereof and will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xi) that the Debenture Warrant Shares have been authorized and allotted for issuance upon the due exercise of the Debenture Warrants in accordance with the provisions thereof, and will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xii) that the issuance and sale by the Corporation of the Offered Securities to the Purchasers and the issuance by the Corporation of the Compensation Warrants to the Agent are exempt from the prospectus and registration requirements of Applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; (xiii) that the issuance of the Compensation Shares, Debenture Common Shares, and the Debenture Warrant Shares are exempt from the prospectus and registration requirements of Applicable Securities Laws subject to certain provisos and specified resale restrictions; (xiv) that the Compensation Shares, Debenture Common Shares, and the Debenture Warrant Shares have been conditionally approved for listing on the Exchange; and (xv) as to such other matters as the Agent's legal counsel may reasonably request prior to the Time of Closing; (e) the Agent shall have received a legal opinion addressed to the Agent from United States counsel for the Corporation, dated as of the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, with respect to the initial sale of the Offered Securities by the Agent and the Corporation, the conversion of the Offered Securities, the exercise of the Debenture Warrants, and the status of the Debenture Warrant Shares when issued; (f) the Agent shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (g) the Agent shall have received a certificate, dated the Closing Date, of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Agent, acting reasonably), addressed to the Agent and its counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Time of Closing and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in full force all material respects at or prior to the Time of Closing; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in any of the Offering Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and effectis continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the conditions precedent minutes or other records of various proceedings and actions of the Corporation's board of directors relating to the Transaction Term Sheet Offering and any Definitive Document shall delivered at Closing are full, true and correct copies thereof and have not been satisfied modified or waived by rescinded as of the appropriate parties in accordance with their termsdate thereof; (v) since the Company Parties shall have paid date of the Engagement Letter, there has been no material adverse change in the business, affairs, operations, assets, liabilities or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses capital of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays Corporation and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction;Subsidiaries taken as a whole; and (vi) approval by Topco stockholders none of the Transaction documents filed with applicable securities regulatory authorities since December 31, 2003 contained a material misrepresentation as at the time the relevant document was filed that has not since been corrected. (h) the Debenture Common Shares, the Debenture Warrant Shares and the Compensation Shares shall have been approved for listing on the Exchange, subject only to the official notices of issuance and fulfilment of such other transactions contemplated by conditions of the Definitive DocumentsExchange as set out in the conditional listing letter; and (viii) the Fees Agent shall have conducted all due diligence inquiries and Expenses investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation's affairs which exist as of the date hereof but which have not been widely disseminated to the public. It is understood that the Agent may waive in whole or in part or extend the time for compliance with any of such date shall terms and conditions without prejudice to its rights in respect of any other of the foregoing terms and conditions or any subsequent breach or non-compliance, provided that to be paid binding on the Agent any such waiver or extension must be in writing and signed by it. The Corporation agrees that the Company by wire transfer or immediately available fundsaforesaid legal opinions and certificates to be delivered at the Time of Closing will also be addressed to the Purchasers and that the Agent may deliver copies thereof to such persons and to any persons who purchase Offered Securities.

Conditions to Closing. The closing obligation of the Transaction each Lender to enter into and become bound under this Agreement and the obligations of other Financing Documents and, if applicable make any initial Loans requested by Borrowers to be made on the parties in connection therewith are Closing Date, shall be subject to satisfaction the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditionsconditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion: (ia) each Closing Date Definitive Document and any other documentation necessary to consummate evidence of the Transaction consummation of the transactions (other than those the funding of the Loan) contemplated by the Operative Documents including, without limitation, the funding of any and all investments contemplated by the Operative Documents; (b) the payment of all fees, expenses and other amounts due and payable under each Financing Document; (c) Since December 31, 2011, there has been no development, event, act, condition or occurrence of any nature that has occurred that has had or could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (d) the receipt of the initial Borrowing Base Certificate, prepared as of the Closing Date; (e) receipt of copies, certified as true, complete and correct by the Borrowing Representative, of the final cardioCORE Acquisition Agreement, complete with all schedules and exhibits thereto, and all material related documents permitted to be executed and delivered on a post-closing basis in connection with the execution and delivery of the cardioCORE Acquisition Agreement, all as executed and delivered by all parties thereto, and the terms and conditions of all of the foregoing shall be satisfactory to Agent and Lenders and their respective counsel in their sole discretion; and (f) receipt by Agent of evidence reasonably satisfactory to Agent that the cardioCORE Acquisition has been closed and consummated in accordance with the terms thereof) shall be in form cardioCORE Acquisition Agreement and substance reasonably acceptable to, and have been other material related documents executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in connection with the forms execution and delivery of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited cardioCORE Acquisition Agreement. Each Lender, by delivering its signature page to this Agreement) which has an adverse effect on HPS or the Revolving Lenders , shall be in form deemed to have acknowledged receipt of, and substance reasonably satisfactory consented to HPS and approved, each Financing Document, each additional Operative Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or the Required Revolving Lenders, as applicable; (ii) None of , on the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsClosing Date.

Conditions to Closing. The closing 7.1 Conditions to Each Party's Obligation to Effect the Merger. Unless waived in writing, the respective obligation of each party to effect the Transaction and the obligations of the parties in connection therewith are Merger provided for hereby shall be subject to satisfaction the satisfaction, on or prior to the Closing Date, of each of the following conditions: (ia) each Closing Date Definitive Document No action or proceeding shall have been instituted before a court or other governmental body or by any governmental agency or public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain an amount of damages or other material relief in connection with the execution of this Agreement or the consummation of the Merger; and no governmental agency shall have given notice to any party hereto to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the Merger; and no concerted labor activity shall have occurred in connection with the execution of this Agreement or the consummation of the Merger; (b) All consents, approvals and waivers from third parties, including federal, state, local, foreign and other documentation governmental authorities, necessary to consummate the Transaction (transactions contemplated hereby shall have been obtained, except for filings in connection with the Merger and any other than those documents permitted required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a Material Adverse Effect on the business of Buyer and Cell-Matrix, taken as a whole, following the Effective Time; and (c) Buyer, Merger Sub and Cell-Matrix shall have executed and delivered on a post-closing basis in accordance the Certificate of Merger and Articles of Merger and any other appropriate certificates or documents for filing with the terms thereof) Secretary of State of the State of Delaware and the Secretary of State of the State of Nevada and any other appropriate governmental authorities. 7.2 Conditions to Cell-Matrix's Obligation to Effect the Merger. Unless waived by Cell-Matrix in writing, the obligation of Cell-Matrix to effect the Merger provided for hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions: (a) The representations and warranties of Buyer and Merger Sub contained in form this Agreement shall be true and substance reasonably acceptable to, correct in all material respects at and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses as if such representations and warranties were made at and as of the Closing Date, except (ai) as and to the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof and (ii) for representations and warranties that speak as of a specific date or time other than the Closing Date, which need only be true and correct as of such date or time; (b) of Buyer shall have performed, and shall have caused Merger Sub to perform, all agreements and covenants required hereby to be performed by it prior to or at the definition thereof Closing; provided, however, that Cell-Matrix shall not be entitled to refuse to consummate the extent exhibited transaction in reliance upon its own breach or failure to this Agreement) which has an adverse effect on HPS or the Revolving Lenders perform. There shall be delivered to Cell-Matrix a certificate signed by an officer of Buyer certifying as to Buyer's compliance with the conditions set forth in form Section 7.2(a) and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable;7.2(b); and (iic) None of the Signing Date Definitive Documents The Stockholders shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses received an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Buyer and Merger Sub, as set forth in Exhibit I hereto. 7.3 Conditions to Buyer and Merger Sub's Obligations to Effect the Consenting Preferred EquityholdersMerger. Unless waived by Buyer in writing, the obligations of Buyer and Merger Sub to effect the Merger provided for hereby shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions: (Ca) Ropes & Gray LLPThe representations and warranties of Cell-Matrix contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date as if such representations and warranties were made at and as of the Closing Date, counsel except (i) as and to Advent, the extent that the facts and conditions upon which such representations and warranties are based are expressly required or permitted to be changed by the terms hereof and (Dii) for representations and warranties that speak as of a specific date or time other than the Closing Date, which need only be true and correct as of such date or time; (b) Cell-Matrix shall have performed all agreements and covenants required hereby to be performed by it prior to or at the Closing Date; provided, however, that neither Buyer nor Merger Sub shall be entitled to refuse to consummate the transaction in reliance upon its own breach or failure to perform; (c) From the date of this Agreement through the Effective Time, no Cell-Matrix Material Adverse Effect shall have occurred and there shall exist no fact or circumstance which could reasonably be expected to have a Cell-Matrix Material Adverse Effect; (d) Buyer shall have received from each Person who is an Affiliate of Cell-Matrix an executed letter agreement in the form of Exhibit G hereto; (e) Each of ▇▇▇▇▇▇ ▇▇▇▇▇, Ph.D., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Ph.D. shall have entered into Consulting Agreements in substantially the form attached hereto as Exhibit J (the "Consulting Agreements"); (f) Buyer shall have received an executed Stockholders Agreement (including the Consent of Spouse attached as Exhibit A thereto, as applicable) from the holders of all of the outstanding shares of Cell-Matrix Common Stock; (g) Buyer shall have received evidence of Cell-Matrix's completion of the actions set forth in Section 6.12 regarding the termination of the Equity Plan; (h) Buyer shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates, P.C., counsel to Cell-Matrix, as set forth in Exhibit K hereto; (i) Cell-Matrix shall have renegotiated its existing Loan and Security Agreement (the "Loan Agreement"), dated January 7, 2000, by and between Cell-Matrix and APS Enterprises Holding Company, Inc. ("Lender"), in a manner acceptable to Buyer, in its reasonable discretion, including, without limitation: (i) Assignment of said Loan Agreement to Buyer; (ii) The right of Lender to convert up to $1,000,000 (One Million Dollars) of the outstanding principal amount of the loan into Buyer Preferred Stock at the Buyer Preferred Stock Price at the Closing; (iii) The right of Buyer to pay off the principal and any accrued interest at any time with no pre-payment penalty; (iv) The principal and accrued interest to be payable to Lender in full on the sooner of: (A) one (1) year following the closing of a firmly underwritten public offering of Buyer Common Stock pursuant to a registration statement under the Securities Act; or (B) two (2) years from the date the Loan Agreement is assigned to Buyer; (v) The "base rate" interest rate to be the Citibank prime interest rate; and (vi) Collateral and security provisions restricted to the assets of Cell-Matrix; (j) Buyer shall have received confirmation that (i) all Material Contracts will remain in full force and effect following the Closing, and (ii) the Merger will not effect Cell-Matrix's relationship with any of its Material Customers and Material Suppliers; (k) Buyer shall have received satisfactory assurances from Summit Bank, in its sole discretion, that the Loan Agreement, dated January 31, 2000, by and between Cell-Matrix and Summit Bank, and all agreements contemplated thereby, will be terminated upon payment by Buyer of the amount set forth on the Closing Liability Schedule as payable to Summit Bank; (l) Buyer shall have renegotiated the Promissory Note, dated September 17, 1999, by and between Cell-Matrix and ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant a manner acceptable to the representation of their respective client Buyer in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documentsits reasonable discretion; and (viim) On or prior to the Closing Date, Cell-Matrix shall have delivered to Buyer each of the following: (i) Cell-Matrix's minute books, stock transfer records, corporate seal and other materials related to Cell-Matrix's corporate administration; (ii) a copy of the Certificate of Incorporation of Cell-Matrix, as amended, certified by the Secretary of State of the State of Nevada, and Certificates of Good Standing from the Secretaries of State of the States of Nevada and California evidencing the good standing of Cell-Matrix in each such jurisdiction; (iii) a copy of each of (A) the Fees text of the resolutions adopted by the Board of Directors of Cell-Matrix authorizing the execution, delivery and Expenses as performance of this Agreement and the consummation of the transactions contemplated hereby and (B) the Bylaws of Cell-Matrix, along with certificates executed on behalf of Cell-Matrix by its corporate secretary certifying to Buyer that such copies are true and complete copies of such date shall be paid resolutions and Bylaws, respectively, and that such resolutions and Bylaws were duly adopted and have not been amended or rescinded; and (iv) incumbency certificates executed on behalf of Cell-Matrix by its corporate secretary certifying the Company signature and office of each officer executing this Agreement and the Certificate of Merger and such other agreements contemplated by wire transfer or immediately available fundsthis Agreement as Buyer may request.

Conditions to Closing. The closing of Buyer’s obligation to purchase the Transaction and the obligations of the parties in connection therewith are subject to satisfaction of each Property from Seller is contingent upon all of the following conditionsconditions being satisfied at the time the Closing is scheduled to occur: (i) each Closing Each representation and warranty made by Seller herein being true, complete and accurate as of the Effective Date Definitive Document and as of the Closing, and Seller not having defaulted under or breached any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with of the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None Buyer obtaining a revised copy of the Signing Date Definitive Documents shall have Commitment (the "Updated Commitment") that (A) has been terminated or amendedupdated to Closing, restated(B) commits to insure that Buyer has a good and marketable fee simple absolute estate in the Property, modified or supplemented other than in accordance with (C) contains no requirements that must be satisfied before a title insurance policy will be issued based thereon, (D) is free of the terms thereofstandard exceptions, (E) contains no new exceptions, and (F) contains any endorsements reasonably requested by Buyer; (iii) this Agreement shall be No material or adverse change occurring in full force the physical condition of Property, the environmental condition of the Property, or title to the Property between the Effective Date and effect;the Closing; and (iv) the conditions precedent No lawsuit or similar proceeding that is adverse to the Transaction Term Sheet Property, or Buyer’s intended use thereof, having been instituted or threatened, and no law, rule, regulation, code, zoning change, tax, ordinance, investigation or other action that is adverse to the Property, or Buyer’s intended use thereof, having been adopted or proposed by any Definitive Document shall have been governmental authority. If any of the other conditions set forth above are not satisfied as of the time the Closing is scheduled to take place, Buyer may, at its sole option and in addition to any other remedies available hereunder or waived at law or in equity, terminate this Agreement by giving written notice to Seller and receive a return of the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPMoney, counsel postpone the Closing for thirty (30) days to allow such conditions to be satisfied, or waive the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel unsatisfied condition; provided the provisions of this section shall continue to Advent, apply if the Closing is postponed pursuant hereto and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as no waiver of such date conditions shall be paid deemed to have been made unless expressly set forth in a writing signed by the Company by wire transfer or immediately available fundsBuyer.

Conditions to Closing. 8.1 Conditions to Each Party’s Obligations. The closing respective obligations of the Purchaser and the Selling Parties to effect the Transaction shall be subject to the fulfilment at or prior to the Closing of the following conditions, unless all Parties shall waive such fulfilment: (a) No injunction, restraining order or other order issued by a court of competent jurisdiction that prohibits the consummation of the Transaction shall be in effect and no action, suit or proceeding before any Governmental Authority pertaining to the Transaction contemplated by this Agreement or to its consummation shall have been instituted on or before the Closing Date; (b) There shall not have been taken or proposed any action, and no statute, rule or regulation shall have been promulgated or enacted, by any Governmental Authority, that would render the consummation of the Transaction illegal; (c) This Agreement and the transactions contemplated hereby shall have received all approvals, consents, authorizations, and waivers from Governmental Authorities and other third parties (including lenders, holders of debt securities, and lessors) required to consummate the Transaction and the obligations of waiting period prescribed by the parties in connection therewith are subject to satisfaction of HSR Act shall have expired or been terminated; and (d) The Selling Parties and Purchaser will cause each of the following conditions: Commercial Leases, dated September 1, 2015, by and between Special Logistics, LLC, Special Logistics Truckload, LLC and Special Logistics LTL, LLC (ias tenants under each respective lease) and Back USA, LLC and Tifton Consulting, LLC (as landlords under each Closing Date Definitive Document and any other documentation necessary respective lease) relating to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇Companies’ leased property at ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPto be terminated effective as of the Closing and replaced with a single lease reflecting the same economic terms as the current leases, counsel to Barclays except (i) that the new lease will reflect Purchaser as the tenant, (ii) the term of such Commercial Lease would commence on the Closing and the Administrative Agentautomatically expire on December 31, in each case incurred pursuant 2018, and (iii) such other terms as may be acceptable to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsparties thereto.

Conditions to Closing. The closing of the Transaction This Agreement shall not become effective (and the obligations Lenders shall not be required to make the initial Loans or issue any Letters of Credit) unless the parties in connection therewith are subject Closing Date has occurred on or prior to satisfaction of December 16, 2009 and the Company has furnished to the Administrative Agent each of the following conditions: (i) each Closing Date Definitive Document and any other documentation necessary to consummate following, with sufficient copies for the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be Lenders, all in form and substance reasonably acceptable tosatisfactory to the Administrative Agent and the Lenders: (1) Copies of the Certificate of Incorporation (or other comparable constituent document) of each Initial Loan Party together with all amendments and a certificate of good standing, both certified by the appropriate governmental officer in its jurisdiction of organization; (2) Copies, certified by the Secretary or Assistant Secretary of each Initial Loan Party of its By-Laws (or other comparable governing document) and have been of its Board of Directors’ resolutions (and required resolutions of other bodies) authorizing the execution of the Loan Documents; (3) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Initial Loan Party which shall identify by name and delivered bytitle and bear the signature of the officers of such Initial Loan Party authorized to sign the Loan Documents (and, each party theretoin the case of the Company, providedto make borrowings hereunder), that, any provision upon which certificate the Lenders shall be entitled to rely until informed of any Definitive Document change in writing by the applicable Loan Party; (other than as set forth 4) A certificate, in form and substance satisfactory to the forms Administrative Agent, signed by the chief financial officer or treasurer of the Company, stating that on the Closing Date Definitive Document described (both before and after giving effect to the Loans made and/or Letters of Credit issued thereon) all the representations in clauses this Agreement are true and correct in all material respects (aunless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct in all material respects as of such date) and no Default or Unmatured Default has occurred and is continuing; (b5) An opening compliance certificate, substantially in the form of Exhibit H attached hereto and made a part hereof, signed by the Company’s chief financial officer or treasurer, but solely demonstrating compliance with the provisions of Section 7.4 as of the definition thereof to end of the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be fiscal quarter ending November 27, 2009, all in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableAdministrative Agent; (ii6) None of Evidence satisfactory to the Signing Date Definitive Documents Administrative Agent that the Prior Credit Agreement has terminated and that all obligations, indebtedness and liabilities outstanding under the Prior Credit Agreement have been repaid in full and all liens (if any) granted thereunder shall have been terminated released, or amendedthe Company has arranged for such termination, restatedrepayment and release from the proceeds of the initial Loans hereunder (in either case, modified or supplemented other than as documented in accordance with a payoff letter in form and substance reasonably satisfactory to the terms thereofAdministrative Agent); (iii7) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived Written money transfer instructions reasonably requested by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant addressed to the representation of their respective client in connection with the negotiation, implementation, Administrative Agent and closing of the Transactionsigned by an Authorized Officer; (vi8) Evidence satisfactory to the Administrative Agent that the Company has paid to the Administrative Agent and the Arrangers the fees agreed to in the fee letters described in Section 2.14(C)(ii) approval by Topco stockholders and Section 2.14(C)(iii); (9) The written opinions of the Transaction Company’s and the other transactions contemplated Subsidiary Guarantors’ U.S. counsel in the forms of the opinions attached hereto as Exhibit E, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel; (10) The written opinion of French counsel to Steelcase SAS, addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent and its counsel; (11) A certificate, in form and substance satisfactory to the Administrative Agent, signed by the Definitive Documentschief financial officer or treasurer of the Company, demonstrating that on the Closing Date, (i) the total assets of all Non-Supporting Subsidiaries do not exceed thirty percent (30%) of the Company’s Consolidated Assets, determined as of August 28, 2009, and (ii) the total sales of all Non-Supporting Subsidiaries do not exceed thirty percent (30%) of the Company’s Consolidated Sales, determined as of August 28, 2009 (it being understood and agreed, however, that, in making such determination, total assets and total sales of each Non-Supporting Subsidiary shall be determined only by reference to the total assets and total sales of such Non-Supporting Subsidiary (and not on a consolidated basis for such Non-Supporting Subsidiary) and shall exclude all offsetting debits and credits between such Non-Supporting Subsidiary and its respective consolidated Subsidiaries and all equity investments in such consolidated Subsidiaries); (12) A certificate, in form and substance satisfactory to the Administrative Agent, signed by an Authorized Officer of the Company, (a) identifying and describing the ownership of the Significant Subsidiaries of the Company as of the Closing Date and (b) identifying and attaching the Investment Policy of the Company as in effect on the Closing Date; (13) A Pledge Agreement governed by the laws of France with respect to the pledge of 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests, if any) of Steelcase SAS; and (vii14) Such other documents as the Fees and Expenses as Administrative Agent or any Lender or its counsel may have reasonably requested with at least two (2) Business Days’ prior notice (unless the Company otherwise consents, such consent not to be unreasonably withheld or delayed), including, without limitation, a counterpart of this Agreement signed on behalf of such date party, the Guarantees and each other instrument, document, agreement or certificate reflected on the List of Closing Documents attached as Exhibit F to this Agreement. Without in any way limiting the foregoing, this Agreement shall be paid not become effective unless and until it has been executed by the Company Company, the Administrative Agent and the Lenders, and each such party has notified the Administrative Agent by wire transfer facsimile or immediately available fundselectronic transmission that it has taken such action.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Debt Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary If filing of the Final Prospectus is required pursuant to consummate Rule 424(b) or Rule 434 of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Securities Act Regulations, the Final Prospectus shall have been timely filed with the Commission in accordance with Rule 424(b) or Rule 434 of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission. (b) The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and delivered bythe principal financial or accounting officer of the Corporation, each party theretodated the Closing Date, providedto the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, any provision to the Corporation’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any Definitive Document (other than supplement thereto), there has been no material adverse change in the business, financial condition, or results of operations or properties of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Final Prospectus (exclusive of any supplement thereto). (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Corporation and its subsidiaries the effect of which is, in the judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Debt Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof). (d) The Underwriters shall have received an opinion, dated the Closing Date, of special counsel to the Corporation, substantially in the form attached hereto as Exhibit A. In rendering such opinion, such counsel may state that they are passing only on matters of New York, Pennsylvania and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (e) The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (f) At the date hereof and at the Closing Date, the Underwriters shall have received letters, dated respectively as of the date hereof and as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Date, in form and substance reasonably satisfactory to HPS them, from the Corporation’s independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Required Revolving LendersRegistration Statement as identified by the Representative. Such letters shall also confirm that, as applicable;with respect to the Corporation, they are independent accountants within the meaning of the published rules and regulations of the American Institute of Certified Public Accountants. (iig) None of Prior to the Signing Date Definitive Documents Closing Date, the Corporation shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent furnished to the Transaction Term Sheet Underwriters such further information, certificates and any Definitive Document shall have been satisfied or waived by documents as the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client Underwriters may reasonably request in connection with the negotiation, implementation, and closing offering of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsDebt Securities.

Conditions to Closing. The closing obligation of each Lender to make any Extension of Credit on the Transaction and Closing Date or for the obligations of the parties in connection therewith are Administrative Agent or any Lender to take, fulfill or perform any other action hereunder, shall be subject to satisfaction of each all of the following conditionsconditions in a manner satisfactory to Administrative Agent: (ia) each Closing Date Definitive Document This Agreement or counterparts hereof, the Notes and any other documentation necessary to consummate the Transaction (other than those documents permitted to be Borrower Security Agreement shall have been duly executed by the Borrower, and delivered on a post-closing basis to the Administrative Agent and Lenders; and Administrative Agent shall have received such documents, instruments, agreements and legal opinions as Administrative Agent shall reasonably request in accordance connection with the terms thereof) shall be transactions contemplated by this Agreement and the other Related Transactions Documents, including an opinion of counsel to the Credit Parties substantially in the form of Exhibit O and substance reasonably acceptable tothe other documents, instruments agreements and have been executed and delivered byopinions listed in the Closing Checklist attached hereto as Exhibit Q, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableAdministrative Agent; (i) Administrative Agent shall have received a fully executed original of a pay-off letter reasonably satisfactory to Administrative Agent confirming that all of the Prior Lenders Obligations will be repaid in full from the proceeds of the Term Loan, the initial Revolving Credit Advance and an amount transferred from the Borrower’s account of not less than $13,000,000 and all Liens upon any of the property of the Borrower or any of its Subsidiaries in favor of Prior Lenders shall be terminated by Prior Lenders immediately upon such payment, and (ii) None all letters of the Signing Date Definitive Documents credit issued or guaranteed by Prior Lenders shall have been terminated cash collateralized, supported by a guaranty of Administrative Agent or amendedsupported by a Letter of Credit issued pursuant to this Agreement, restatedas mutually agreed upon by Administrative Agent and the Borrower; (c) Administrative Agent shall have received (i) evidence satisfactory to it in its sole discretion that the Credit Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, modified to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the Related Transactions or supplemented (ii) an Officer’s Certificate in form and substance satisfactory to Administrative Agent affirming that no such consents or approvals are required; (d) Administrative Agent and the Lenders shall have received the Fees required to be paid by the Borrower on the Closing Date in the respective amounts specified in Section 2.7 and shall have reimbursed the Administrative Agent for all fees, costs and expenses of closing presented as of the Closing Date; (e) The organizational and capital structure of each Credit Party and the terms and conditions of all Indebtedness of each Credit Party shall be acceptable to Administrative Agent in its sole discretion and Administrative Agent shall have received all agreements, documents and Organizational Documents related thereto which shall be reasonably satisfactory to Administrative Agent; (f) Administrative Agent shall have completed its business and legal due diligence, including a roll forward of its previous Collateral audit, with results satisfactory to Administrative Agent in its sole discretion; (g) Administrative Agent shall have received fully executed copies of each of the other than Related Transactions Documents, each of which shall be in form and substance satisfactory to Administrative Agent and its counsel in their sole discretion. The Related Transactions shall have been consummated in accordance with the terms thereofof the Related Transactions Documents; (iiih) this Agreement The Eligible Accounts supporting the initial Revolving Credit Advances and the initial L/C Obligations incurred and the amount of the Reserves to be established on the Closing Date shall be sufficient in full force value, as determined by Administrative Agent, to provide the Borrower with Borrowing Availability, after giving effect to the initial Revolving Credit Advances made to the Borrower, the incurrence of any initial L/C Obligations and effectthe consummation of the Related Transactions (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business and without acceleration of sales) of at least $7,000,000; (ivi) the conditions precedent to the Transaction Term Sheet and any Definitive Document Administrative Agent shall have been be satisfied or waived in its sole discretion that no breach by the appropriate parties in accordance with their terms (v) Credit Parties exists under the Company Parties shall have paid GE Capital Fee Letter or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsGE Capital Commitment Letter; and (viij) The Lenders shall have received reasonably satisfactory evidence that (i) the Fees Credit Parties and Expenses their subsidiaries have pro-forma adjusted EBITDA (determined in accordance with Regulation S-X including only those adjustments acceptable to the Administrative Agent in their sole discretion) of at least $24,000,000 (excluding the accounts receivable write-off of $3,800,000 related to Greater Southeast Hospital; other pro forma adjustments to EBITDA to be acceptable to Administrative Agent in its sole discretion) as of such the date of the most recent financial statements prior to the closing date and (ii) after giving effect to the transactions and the borrowings under this Agreement to be made on the Closing Date, that the Leverage Ratio of the Borrower and its Subsidiaries shall be paid by the Company by wire transfer or immediately available fundsless than 3.0 to 1.0.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Securities will be subject to satisfaction of each of the following conditions: (i: If filing of the Final Prospectus is required pursuant to Rule 424(b) each Closing Date Definitive Document and any other documentation necessary to consummate or Rule 434 of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Securities Act Regulations, the Final Prospectus shall have been timely filed with the Commission in accordance with Rule 424(b) or Rule 434 of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission. The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and delivered bythe principal financial or accounting officer of the Corporation, each party theretodated the Closing Date, providedto the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, any provision to the Corporation's knowledge, threatened; and since the date of the most recent financial statements included in the Final Prospectus (exclusive of any Definitive Document (other than supplement thereto), there has been no material adverse change in the business, financial condition, results of operations [or properties] of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Final Prospectus (exclusive of any supplement thereto). Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business[, financial condition, results of operations] or properties of the Corporation and its subsidiaries the effect of which is, in the judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof). The Underwriters shall have received an opinion, dated the Closing Date, of special counsel to the corporation, substantially in the form attached hereto as Exhibit A. In rendering such opinion, such counsel may state that they are passing only on matters of New York, Pennsylvania and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. At the date hereof and at the Closing Date, the Underwriters shall have received letters, dated respectively as of the date hereof and as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Date, in form and substance reasonably satisfactory to HPS or them, from the Required Revolving LendersCorporation's independent public accountants, as applicable; (ii) None containing statements and information of the Signing Date Definitive Documents type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Registration Statement as identified by the Representative. Such letters shall also confirm that, with respect to the Corporation, they are independent accountants within the meaning of the published rules and regulations of the American Institute of Certified Public Accountants. Prior to the Closing Date, the Corporation shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent furnished to the Transaction Term Sheet Underwriters such further information, certificates and any Definitive Document shall have been satisfied or waived by documents as the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client Underwriters may reasonably request in connection with the negotiation, implementation, and closing offering of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsSecurities.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith Underwriters to purchase and pay for the Certificates pursuant to this Agreement are subject to satisfaction the accuracy of each and compliance with the representations and warranties of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the officers of the Company made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder and to the following further conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading in the rating accorded any of the securities of the Company by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Service, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change in such rating. (b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any material adverse change, or any development reasonably likely to result in a material adverse change, in the financial condition or in the earnings or business affairs of the Company from that set forth or contemplated in the preliminary prospectus, that, in your judgment, makes it impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus. (c) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by a Vice President, Treasurer or Assistant Treasurer of the Company, to the effect (i) that no event set forth in clause (a) above has occurred, (ii) that the representations and warranties of the Company contained herein are true and correct as of the Closing Date (except to the extent that a representation or warranty expressly relates to an earlier or later date, in which case it will be true and correct as of such date), (iii) that there shall not have occurred any material adverse change, or any development reasonably likely to result in a material adverse change, in the financial condition or in the earnings or business affairs of the Company from that set forth or contemplated in the preliminary prospectus, and (iv) that the Company shall have performed in all material respects all of its obligations to be performed hereunder on or prior to the Closing Date. The officer signing and delivering such certificate may rely on the best of his or her knowledge. (d) You shall have received on the Closing Date an opinion, dated the Closing Date, from the General Counsel, Deputy General Counsel or Associate General Counsel of the Company, in form satisfactory to you and your counsel, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all necessary corporate power and authority under such laws to own its properties, to conduct its business as described in the Prospectus, to enter into this Agreement and each Closing Date Definitive Document of the Operative Documents to which it is a party and to perform its obligations hereunder and thereunder (except where the failure to have such power or authority would not have a material adverse effect on the Company); and the Company is duly qualified to transact business as a foreign corporation in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the Company); (ii) The Company is an "air carrier" and a "citizen of the United States" within the meaning of the Transportation Code, and is "holding an air carrier operating certificate issued by the Secretary of Transportation" within the meaning of 11 U.S.C. ss. 1110; the descriptions in the Registration Statement and the Prospectus with respect to statutes, contracts, administrative orders and regulations and legal and governmental proceedings are accurate and fairly summarize the information required to be shown; and there are, to the best of such counsel's knowledge, no statutes, administrative orders or regulations or pending or threatened legal or governmental proceedings required to be described in the Registration Statement or the Prospectus which are not described as required, nor any contracts or documents of a character required to be described or referred to in the Registration Statement or the Prospectus, or to be filed as exhibits to the Registration Statement, that are not so described, referred to or filed as required; (iii) The statements in the Prospectus as to the routes that the Company presently operates or is authorized to operate are correct in all material respects. Except as disclosed in the Prospectus, no action or proceeding has been instituted or to such counsel's knowledge, has been threatened by the United States Department of Transportation, the Federal Aviation Administration or the aeronautical authorities of any other documentation necessary country that would impair the Company's ability to consummate operate such routes; (iv) This Agreement has been duly authorized, executed and delivered by the Transaction Company; (v) No authorization, approval, consent, license, order of, or registration with, or the giving of notice to, any government, governmental instrumentality, or court, domestic or foreign, or other regulatory body or authority (other than those documents permitted with respect to the effectiveness of the Registration Statement under the 1933 Act or the qualification of the Basic Agreement under the 1939 Act and other than with respect to the securities or Blue Sky laws of the various states and with respect to any registration, filing or recording that may be required under the Transportation Code and the Uniform Commercial Code as in effect in various jurisdictions) is required to be executed obtained or made by the Company for the valid authorization, issuance, sale and delivered on delivery of the Certificates and the Equipment Notes relating thereto or for the valid authorization, execution, delivery and performance by the Company of this Agreement and each of the Operative Documents to which the Company is a post-closing basis party or the consummation of the transactions contemplated by this Agreement and such Operative Documents; (vi) The execution and delivery by the Company of this Agreement and the Operative Documents to which the Company is or will be a party, the issuance and sale of the Certificates and the related Equipment Notes, the issuance of the Escrow Receipts attached to the Certificates, the consummation by the Company of the transactions contemplated herein and therein and in accordance the Prospectus and compliance with the terms thereofhereof and thereof do not and will not result in any violation of the charter or by-laws of the Company and do not and will not conflict with or violate, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under (A) shall any indenture, mortgage or loan agreement, or any other agreement or instrument known to such counsel, to which the Company is a party or by which either it be in form and substance reasonably acceptable tobound or to which any of its properties may be subject (except for such conflicts, and have been executed and delivered bybreaches, each party theretodefaults, providedviolations, liens, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on the financial condition or on the earnings or business affairs of the Company and its subsidiaries considered as a single entity), (B) any provision of any Definitive Document existing applicable law, rule or regulation (other than the securities or Blue Sky laws of the various states, as set forth to which such counsel need express no opinion) or (C) any judgment, order or decree known to such counsel of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its properties; (vii) No default exists in the forms performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note, lease or other agreement or instrument that is described or referred to in the Registration Statement or the Prospectus or filed as an exhibit to the Registration Statement; (viii) Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of such counsel, threatened against or affecting the Company that might reasonably be expected to result in any material adverse change in the financial condition or in the earnings or business affairs of the Company, or that could adversely affect the consummation of the transactions contemplated by this Agreement or any of the other Operative Documents to which the Company is a party; and (ix) Such counsel has participated in the preparation of the Registration Statement, the Prospectus and the documents incorporated by reference in the Prospectus and such counsel has no reason to believe (A) that the Registration Statement or any amendment thereto (except for the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom, and except for the Statement of Eligibility on Form T-1 of the Trustee, as to which such counsel need express no opinion), at the time the Registration Statement became effective, contained and, as of the date such opinion is delivered, contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) that the Prospectus or any amendment or supplement thereto (except for (1) the financial statements and other financial or statistical data included or incorporated by reference therein or omitted therefrom and (2) statements in or omissions from the Prospectus made with respect to information relating to the Policy Provider, as to both of which such counsel need express no opinion), at the time the Prospectus was issued, at the time any amended or supplemented Prospectus was issued or as of the Closing Date Definitive Document described Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in clauses (a) and (b) order to make the statements therein, in the light of the definition thereof to circumstances under which they were made, not misleading. (e) You shall have received on the extent exhibited to this Agreement) which has Closing Date an adverse effect on HPS or opinion, dated the Revolving Lenders shall be Closing Date, of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, in form and substance reasonably satisfactory to HPS or you and substantially to the Required Revolving Lenders, as applicable;effect set forth in Exhibit A hereto. (iif) None of the Signing Date Definitive Documents You shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇, LLP, counsel for State Street Bank and Trust Company of Connecticut, National Association, individually and as Trustee, Subordination Agent and Paying Agent, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit B hereto. (g) You shall have received on the Closing Date an opinion of ▇▇▇, ▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Escrow Agent, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit C hereto. (h) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel for the Liquidity Provider, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit D-1 hereto and an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Kelwing ▇▇▇▇▇, special German counsel for the Liquidity Provider, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit D-2 hereto. (i) You shall have received on the Closing Date the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special U.S. counsel for the Depositary for the Trusts, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit E hereto. (j) You shall have received on the Closing Date the opinion of Clifford Chance, Dutch counsel for the Depositary for the Trusts, dated the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit F hereto. (k) You shall have received the opinion, dated as of the Closing Date, of the General Counsel for the Policy Provider, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit G. (l) You shall have received the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, special counsel to the Policy Provider, dated as of the Closing Date, in form and substance reasonably satisfactory to you and substantially to the effect set forth in Exhibit H. (m) You shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as counsel for the Underwriters, dated as of the Closing Date, with respect to Barclays the issuance and sale of the Administrative AgentCertificates, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require. (n) On the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings therefor shall have been instituted or threatened by the Commission. (o) Each of the Appraisers shall have furnished to the Underwriters a letter from such Appraiser, addressed to the Company and dated the Closing Date, confirming that such Appraiser and each of its directors and officers (i) is not an affiliate of the Company or any of its affiliates, (ii) does not have any substantial interest, direct or indirect, in the Company or any of its affiliates and (iii) is not connected with the Company or any of its affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. (p) At the Closing Date, each case incurred pursuant of the Operative Documents (other than the Indentures, Leases and Participation Agreements) shall have been duly executed and delivered by each of the parties thereto; the representations and warranties of the Company contained in each of such executed Operative Documents shall be true and correct in all material respects as of the Closing Date (except to the representation of their respective client extent that they relate solely to an earlier or later date, in connection with the negotiation, implementation, which case they shall be true and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses correct as of such date earlier or later date) and the Underwriters shall have received a certificate of the President or a Vice President of the Company, dated as of the Closing Date, to such effect. (q) On the Closing Date, the Certificates shall be paid rated "AAA" by Standard & Poor's Ratings Service and "Aaa" by ▇▇▇▇▇'▇ Investors Service, Inc. (r) The Underwriters shall have received on each of the Company date of this Agreement and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain other financial or statistical data and certain financial information contained in or incorporated by wire transfer or immediately available fundsreference into the Registration Statement and the Prospectus.

Conditions to Closing. The closing If Purchaser has not terminated this Agreement as provided in Section 3.6, then the parties shall proceed to Closing; provided, however, Purchaser's or Seller's obligation to close this transaction shall be subject to the condition that, prior to the Date of Closing, (a) Seller shall not have received notice from a governmental authority that a material portion of the Transaction Property shall be permanently taken under the power of eminent domain ("Condemnation Notice") or (b) a material portion of the Plant shall not have been damaged by casualty, and in either case, such taking or casualty damage shall render the Property unusable for Purchaser's intended use. In the event Seller shall have received a Condemnation Notice or the Plant shall have suffered a casualty, Seller shall furnish a copy of the Condemnation Notice or a notice concerning such casualty to Purchaser, and either party may furnish written notice to the other party of its election to terminate this Agreement, in which event the Deposit shall be returned to Purchaser and the parties shall have no further obligations hereunder except for the Surviving Obligations; otherwise, this transaction shall close on the Date of Closing and Purchaser shall pay the parties full Purchase Price provided for in Section and Seller shall assign to Purchaser its rights to any award in connection therewith are with such taking or any insurance proceeds payable to Seller by reason of such casualty. Seller's obligation to close this transaction shall be subject to satisfaction of each of the following conditions: (i) each Closing Date Definitive Document condition that, on or prior to the Closing, the lender who issues the Financing Commitment to Purchaser and any other documentation necessary to consummate the Transaction (other than those documents permitted to be ultimately provides funding for this transaction shall have executed and delivered on a post-closing basis to Seller the Lender Acknowledgement in accordance with the terms thereof) form attached hereto as EXHIBIT B (the "Lender Acknowledgement"). Purchaser's failure to have obtained the Lender Acknowledgement and caused the same to be delivered to Seller as aforesaid, shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof a Purchaser default subject to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None provisions of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsSection 9.1 hereof.

Conditions to Closing. The closing of As a condition precedent to the Transaction and the obligations of the parties in connection therewith are subject to satisfaction of each Closing, all of the following conditionsconditions will have been satisfied: a. The following documents will have been delivered to Purchaser: i. This Agreement, executed by Company; ii. The Registration Rights Agreement, executed by the Company in the form attached hereto as Exhibit 2; iii. A Secretary’s Certificate in the form attached hereto as Exhibit 3, certifying as to and attaching copies of: (i1) each the resolutions of Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (2) Company’s current Certificate of Incorporation, and (3) Company’s current Bylaws; iv. Executed Transfer Agent Instructions, in the form attached hereto as Exhibit 4; and v. The Opinion executed by Company’s counsel in the form attached hereto as Exhibit 5; b. The representations and warranties of Company in this Agreement will be true and correct in all material respects and Company will have delivered an Officer’s Closing Date Definitive Document Certificate to such effect to Purchaser, signed by an officer of Company; c. The Common Stock will be listed for and currently trading on the Trading Market, and there is no notice of any suspension or delisting with respect the trading of the shares of Common Stock on such Trading Market; d. There is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in this Agreement or any other documentation necessary Transaction Document, or requiring any consent or approval which will not have been obtained, nor is there any pending or threatened proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings will be in progress, pending or, to consummate the Transaction (Company’s knowledge threatened, by any person, other than those documents permitted Purchaser or any Affiliate of Purchaser, that seek to be executed and delivered on a post-closing basis in accordance with enjoin or prohibit the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to transactions contemplated by this Agreement) which ; and e. Company has an adverse effect on HPS or the Revolving Lenders shall a sufficient number of duly authorized shares of Common Stock reserved for issuance in such amount as may be in form and substance reasonably satisfactory required to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent fulfill its obligations pursuant to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and Documents, including without limitation all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing Common Shares issuable upon conversion of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsPreferred Shares.

Conditions to Closing. The closing obligation of Lender to make the Loans, and to restructure the Borrower's obligations under the Prior Notes, is subject to the satisfaction of the Transaction conditions set forth below and receipt by the obligations Lender of the parties in connection therewith are subject to satisfaction of each of the following conditionsdocuments, instruments, agreements and certificates set forth below: (a) duly executed originals of the Term Note and the Revolving Note; (b) duly executed Security Agreement; (c) a certificate (the "Closing Certificate") dated as of the Closing Date, signed by the chief executive officer of the Borrower, to the effect that (i) each the representations and warranties of the Borrower contained in Article IV are true on and as of the Closing Date Definitive Document Date; (ii) Borrower has complied with or performed with all covenants and agreements which is required to have performed or complied with on or prior to the Closing Date; and (iii) no event, act or condition has occurred after March 31, 1997 which has had or could have a Material Adverse Effect. (d) [intentionally omitted]; (e) all documents which the Lender may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, the Notes and the other Loan Documents and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable tomatters relevant hereto, and have been executed and delivered by, each party or thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be all in form and substance reasonably satisfactory to HPS the Lender, including, without limitation, a certificate of incumbency of each of the Borrower, signed by the Secretary or an Assistant Secretary of the Required Revolving LendersBorrower, certifying as applicable; to the names, true signatures and incumbency of the officer or officers, respectively, of the Borrower authorized to execute and deliver the Loan Documents, and certified copies of the following items for the Borrower: (i) Articles of Incorporation, (ii) None of the Signing Date Definitive Documents shall have been terminated or amendedBylaws, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be a certificate of the Secretary of State of the State of Oregon and all other states in full force which Borrower is qualified to transact business as a foreign corporation as to the good standing of Borrower as a corporation in those states, and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived action taken by the appropriate parties in accordance with their terms (v) Board of Directors authorizing the Company Parties shall have paid or reimbursed any execution, delivery and all reasonable and documentedperformance of this Agreement, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays Notes and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transactionother Loan Documents; (vif) approval a certificate of insurance evidencing, of all insurance required by Topco stockholders Section 5.13 showing the insurer, the face amount and the nature of coverage, and the Lender as a loss payee (or beneficiary, as the case may be) under each policy then in force; (g) all security interests securing the Borrower's obligations hereunder shall be duly perfected and validly recorded; (h) the consummation of the Transaction and the other transactions contemplated by the Definitive DocumentsAssignment Agreement; and (viii) the Fees and Expenses as consummation of such date shall be paid the transactions contemplated by the Company by wire transfer or immediately available fundsAsset Purchase Agreement.

Conditions to Closing. The closing Purchaser has entered into this Note Purchase Contract in reliance upon the representations, warranties and covenants of the Transaction County and the District contained in the Resolutions and to be contained in the documents and instruments to be delivered at the Closing (hereinafter referred to collectively as the “Delivery Certificates”) and upon the performance by the District and the County of their respective obligations hereunder and under the Resolutions (collectively, the “Documents”), both as of the parties in connection therewith are date hereof and as of the Closing Date. Accordingly, the Purchaser’s obligation under this Note Purchase Contract to purchase, to accept delivery of and to pay for the Notes shall be subject to satisfaction the performance by the County and the District of each of their respective obligations to be performed hereunder and under the Documents to which they are a party at or prior to the Closing and shall also be subject to the following conditions, including the delivery by the District and the County of such documents as are contemplated hereby in form and substance satisfactory to Bond Counsel and to the following additional conditions: (ia) each Closing Date Definitive Document The representations and any other documentation necessary to consummate warranties of the Transaction (other than those documents permitted to be executed County and delivered on a post-closing basis the District contained herein and in accordance with the terms thereof) their respective Delivery Certificates shall be true, complete and correct in form and substance reasonably acceptable toall material respects as of the date thereof, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described as if made on the date of the Closing. The District shall inform the Purchaser prior to the Closing if it has actual knowledge that any of the representations and warranties contained herein or in clauses (a) and their respective Delivery Certificates or Resolutions has become false or misleading prior to the Closing. (b) At the time of the definition thereof Closing, all official actions of the County and the District relating to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement Resolutions shall be in full force and effect and shall not have been revoked, amended, modified or supplemented. (c) The Purchaser shall have the right to terminate the Purchaser’s obligation under this Note Purchase Contract to purchase, to accept delivery of and to pay for the Notes by notifying the District and the County of its election to do so if, after the execution hereof and prior to the Closing, the Purchaser, in its reasonable judgment, determines that any of the following has occurred: (1) legislation enacted by the Congress of the United States or passed by either House of the Congress, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or introduced in the Congress or recommended for passage by the President of the United States (by press release, other form of notice or otherwise), or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, with the purpose or effect, directly or indirectly, of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on the Notes or of obligations of the general character of the Notes in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) or official statement is issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, which would have the purpose or effect of changing, directly or indirectly, the federal income tax consequences of interest on the Notes or obligations of the general character of the Notes in the hands of the owners thereof; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Notes, or obligations of the general character of the Notes, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933 or the Trust Indenture Act of 1939, as amended; (iv2) legislation enacted by the legislature of the State, or a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on the Notes or obligations of the general character of the Notes in the hands of the holders thereof; or (3) the conditions precedent Purchaser becomes aware of any circumstances affecting the District or the transaction contemplated hereby which are materially and adversely inconsistent with the information provided to the Transaction Term Sheet and any Definitive Document Purchaser prior to the date hereof. (d) At or prior to the Closing, the Purchaser shall have been satisfied or waived by received the appropriate parties in accordance with their termsfollowing documents: (v1) A certified copy of the County Resolution. (2) A certified copy of the District Resolution. (3) The unqualified approving opinion, dated the Closing Date and addressed to the District, of Bond Counsel in the form attached hereto as Appendix B, together with a letter to the Purchaser stating that the Purchaser is entitled to rely on such approving opinion. (4) A supplemental opinion, dated the Closing Date and addressed to the District and the Purchaser, of Bond Counsel, substantially to the effect that: (i) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel Notes are not subject to the Consenting Preferred Equityholdersregistration requirements of the Securities Act of 1933, (C) Ropes & Gray LLP, counsel to Adventas amended, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred Resolutions are exempt from qualification pursuant to the representation Trust Indenture Act of their respective client in connection with the negotiation1939, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documentsas amended; and (viiii) this Note Purchase Contract has been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by all the other parties thereto, constitutes a legal, valid and binding agreement of the District enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except as such enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought and by the limitations on legal remedies against public agencies in the State. (5) A certificate, each from the County and the District, dated the Closing Date and signed by an authorized officer of the County and the District, respectively, to the effect that, to their best knowledge, belief and information: (i) the Fees representations and Expenses warranties of the County or District contained in this Note Purchase Contract are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; and (ii) none of the proceedings or authority for the execution and delivery of the Note by the County or the District has been repealed modified, amended, revoked or rescinded. (6) At the Closing, a certificate of the District executed by an authorized officer of the District, in form and substance acceptable to Bond Counsel, dated as of the Closing Date, setting forth facts, estimates and circumstances concerning the use or application of the proceeds of the Notes, and stating in effect that on the basis of such facts, estimates and circumstances in existence on the date of the Closing, it is not expected that the proceeds of such Notes will be used in a manner that would cause such Notes to be “arbitrage bonds” within the meaning of Section 148(a) of the Internal Revenue Code of 1986 (the “Code”) and the regulations promulgated thereunder. (7) Evidence satisfactory to the Purchaser that the federal tax information Form 8038-G has been prepared for the District; (8) A copy of the Notice of Sale required to be delivered to the California Debt and Investment Advisory Commission (“CDIAC”) pursuant to Government Code Section 8855(k). (9) Opinions, dated the Closing Date, of counsel to the District and the County in substantially the forms attached hereto as Appendix C and D, respectively. (10) An investor letter, substantially in the form set forth in Appendix E hereto and executed by the Purchaser. (11) A certificate of the Paying Agent, signed by a duly authorized officer of the Paying Agent, and in form and substance satisfactory to the Purchaser, to the effect that, no litigation is pending or, to the best of the Paying Agent’s knowledge, threatened (either in state or federal courts) (A) seeking to restrain or enjoin the delivery by the Paying Agent of any of the Notes, or (B) in any way contesting or affecting any authority of the Paying Agent for the delivery of the Notes or the validity or enforceability of the Notes or any agreement with the Paying Agent. (12) Such legal opinions, certificates, proceedings, instruments and other documents as Counsel for the Purchaser or Bond Counsel may reasonably request of the District to evidence (i) compliance by the County or the District with legal requirements, (ii) the truth and accuracy, as of the time of Closing, of the representations of the County or the District herein contained or as contained in the Delivery Certificates, and (iii) the due performance or satisfaction by the County or the District at or prior to such time of all agreements then required to be performed and all conditions then required to be satisfied by the County or the District. If the County or the District shall be paid unable to satisfy the conditions to the obligation of the Purchaser to purchase, to accept delivery of and to pay for the Notes contained in this Note Purchase Contract, or if the obligation of the Purchaser to purchase, to accept delivery of and to pay for the Notes shall be terminated for any reason permitted by this Note Purchase Contract, this Note Purchase Contract shall terminate and neither the Company by wire transfer or immediately available fundsPurchaser, the County nor the District shall be under further obligation hereunder, and except that the respective obligations of the County, the District and the Purchaser set forth in Section 12 hereof shall continue in full force and effect.

Conditions to Closing. The closing Underwriters have entered into this Certificate Purchase Agreement in reliance upon the representations and agreements of the Transaction Corporation and the School Board herein and the performance by the Corporation and the School Board of their obligations hereunder, both as of the parties in connection therewith date hereof and as of the date of the Closing. The Underwriters’ obligations under this Certificate Purchase Agreement are and will be subject to satisfaction of each of the following further conditions: (a) at the time of the Closing (i) each Closing Date Definitive Document of the Corporation Documents and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall School Board Documents will be in form full force and substance reasonably acceptable to, effect and will not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance with writing by the terms thereof; Manager, (ii) the proceeds of the sale of the Series 2010B Certificates will be applied as described in the Offering Statement, and (iii) this Agreement the School Board and the Corporation will have duly adopted and there shall be in full force and effect; (iv) effect such resolutions as, in the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. and KnoxSeaton (collectively, “Co-Special Tax Counsel”), shall be necessary to effectuate the transactions contemplated hereby and by the Offering Statement; (b) the Underwriters shall have the right to cancel their obligations to purchase the Series 2010B Certificates, by notice from the Manager to the Corporation and School Board of its election to do so, if between the date hereof and the Closing: (i) legislation shall have been enacted by the Congress of the United States or adopted by either House thereof or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation shall have been referred for consideration, or enacted by the Florida Legislature or adopted by either House thereof or favorably reported for passage to either House of the Florida Legislature by any committee of such House to which such legislation shall have been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of Florida or by the Tax Court of the United States, or a ruling or an official statement shall have been made or a regulation shall have been proposed or made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or other federal or Florida authority, with respect to federal or Florida taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body, or upon interest on obligations of the general character of the Ground Leases or the Leases, or the tax treatment thereof for federal income tax purposes, or (in the case of Florida authorities only) with respect to Florida taxation on such Leases or on the Series 2010B Certificates as intangible personal property, or other action or events shall have transpired that, in the reasonable judgment of the Underwriters, would have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or Florida tax consequences of any of the transactions contemplated in connection herewith, and that, in the reasonable judgment of the Underwriters, affects materially and adversely the market price or the marketability of the Series 2010B Certificates or the ability of the Underwriters to enforce contracts for the sale of the Series 2010B Certificates; or (ii) any event shall have occurred, or any condition shall exist that, in the reasonable judgement of the Underwriters, either (A) makes untrue or incorrect in any material respect any statement or information contained in the Offering Statement or (B) is not reflected in the Offering Statement but should be reflected therein in order to make the statements and the information contained therein, in light of the circumstances under which they were made, not misleading in any material respect; or (iii) there shall have occurred any outbreak or escalation of hostilities, or declaration of war by the United States, or other local, national or international emergency, calamity or crisis, including financial crisis, the effect of which on the financial markets of the United States, in the sole judgement of the Underwriters, is such as to make the offering or delivery of the Series 2010B Certificates, as contemplated by the Offering Statement, impractical or inadvisable; or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices of securities shall have been required and be in force on the New York Stock Exchange, or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or there shall be in force a suspension of trading in any outstanding securities of the School Board or the Corporation; or (v) a general banking moratorium shall have been declared by federal, Florida or New York authorities having jurisdiction and be in force; or (vi) legislation shall be enacted, or a decision by a court of the United States shall be rendered that, in the opinion of counsel for the Underwriters, has the effect of requiring the contemplated distribution of the Series 2010B Certificates or any action or instrument pertaining thereto to be registered under the Securities Act of 1933, as amended, or under Florida law, or of requiring any of the Trust Agreements, or any instrument or act pertaining thereto, to be qualified under the Trust Indenture Act of 1939, as amended; or (vii) there shall have been any materially adverse change in the affairs of the School Board that, in the reasonable judgement of the Underwriters, materially and adversely affects the market price or marketability of the Series 2010B Certificates or the ability of the Underwriters to enforce contracts for the sale of the Series 2010B Certificates; or (viii) a supplement or amendment shall have been made to the Offering Statement subsequent to the date hereof that in the reasonable judgment of the Underwriters, materially and adversely affects the market price or the marketability of the Series 2010B Certificates or the ability of the Underwriters to enforce contracts for the sale of the Series 2010B Certificates; and (c) at or prior to the Closing, the Underwriters shall receive the following documents: (i) the approving opinions of Co-Special Tax Counsel with respect to the Series 2010B Certificates, dated the date of the Closing, substantially in the form attached to the Offering Statement as Appendix D, either addressed to the Underwriters, the School Board, the Corporation and the Trustee or accompanied by a letter addressed to such parties, indicating that such parties may rely on the approving opinions of Co-Special Tax Counsel as if such opinions were addressed to them; (ii) supplementary opinions of Co-Special Tax Counsel, dated the date of the Closing and addressed to the Underwriters, the School Board and the Corporation, to the effect that (A) the information contained in the Offering Statement under the headings (unless otherwise noted, the term “headings” includes all subheadings under a heading) entitled “INTRODUCTION” (excluding the information under the subheadings “The School Board and the District” and “Miscellaneous”), “REFUNDING PLAN,” “THE SERIES 2010B CERTIFICATES” (excluding the information under the subheading “Book-Entry Only System”), “SECURITY FOR THE SERIES 2010B CERTIFICATES,” “THE MASTER LEASE PROGRAM,” “THE SERIES 1991A-1 LEASE, SERIES 1992A-1 LEASE, SERIES 2001A-1 LEASE AND SERIES 2001B-1 LEASE,” “CONTINUING DISCLOSURE,” “APPENDIX C - Forms of Certain Legal Documents,” “APPENDIX D - Proposed Form of Opinion of Co-Special Tax Counsel” and “APPENDIX E - Form of Continuing Disclosure Certificate” (excluding any financial, statistical and demographic information and information regarding DTC, its book-entry only system, the Series 2010B Credit Facility and the Series 2010B Credit Facility Issuer) insofar as such information constitutes summaries of the documents referred to therein or purports to describe the Constitution and laws of the State of Florida or the United States, constitutes fair and accurate statements or summaries of the documents and laws purported to be summarized or described; (B) the statements contained under the heading “TAX TREATMENT” are accurate and correct as to matters of law; and (C) the Leases constitute exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and it is not necessary in connection with the offer and sale of the Series 2010B Certificates to the public to register the Series 2010B Certificates under the 1933 Act, or to qualify the Series 2010B Trust Agreement under the Trust Indenture Act of 1939, as amended. (iii) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, counsel for the Corporation (the “Corporation’s Counsel”), dated the date of the Closing and addressed to the Underwriters, the School Board, the Corporation, the Trustee and the Series 2010B Credit Facility Issuer to the effect that (A) the Corporation is duly created and validly existing and in good standing under the laws of the State of Florida; (B) under Florida law, the Corporation is a legal entity separate and apart from the School Board and is not an agency of the School Board; (C) the Trust Agreements and the Assignment Agreements create a valid and enforceable pledge and assignment of the Corporation’s rights in and to the Leases, respectively, except for certain rights to indemnification, to hold title to the Facilities and to receive notice, and the money and securities held by the Trustee in the funds and accounts established under the Trust Agreements, in favor of the Trustee for the benefit of the holders of the Series 2010B Certificates, on a parity (relating to the Series 2001A-1 Lease) with the Outstanding Series 2001A Certificates and the Series 2004A Certificates allocable to the Series 2001A-1 Lease, and on a parity (relating to the Series 2001B-1 Lease) with the Outstanding Series 2001B Certificates and the Series 2004B Certificates allocable to the Series 2001B-1 Lease; (D) the Corporation has full power and authority to adopt the Corporation Resolutions and to enter into each of the Corporation Documents; (E) the Corporation Resolutions have been duly adopted by the Corporation, the Series 2010B Certificates have been duly authorized and delivered by the Corporation and each of the Corporation Documents has been duly authorized, executed and delivered by the Corporation and constitutes valid and binding agreements of the Corporation enforceable in accordance with their respective terms, except that the enforceability of such instruments may be limited by applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and, to the extent that certain remedies in such instruments require, or may require, enforcement by a court of equity, by such principles of equity as the court having jurisdiction may impose; (F) the statements contained in the Offering Statement relating to the Corporation, the Series 2010B Certificates or any of the Corporation Documents under the headings (unless otherwise noted, the term “headings” includes all subheadings under a heading) entitled “INTRODUCTION,” “THE SERIES 2010B CERTIFICATES” (excluding the information under the subheading “Book-Entry Only System”), “SECURITY FOR THE SERIES 2010B CERTIFICATES,” “THE LESSOR,” “THE SERIES 1991A-1 FACILITIES, SERIES 1992A-1 FACILITIES, SERIES 2001A-1 FACILITIES AND SERIES 2001B-1 FACILITIES,” “THE MASTER LEASE PROGRAM,” “THE SERIES 1991A-1 LEASE, SERIES 1992A-1 LEASE, SERIES 2001A-1 LEASE AND SERIES 2001B- 1 LEASE,” and “LITIGATION” are, to the best of the Corporation’s Counsel’s knowledge after due inquiry with respect thereto, true, correct and complete and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (G) the adoption of the Corporation Resolutions, the execution of the Corporation Documents, prepayment of the Refunded Certificates, delivery of the Series 2010B Certificates at the direction of the Corporation and compliance by the Corporation with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Corporation a breach of or default under any agreement or other instrument to which the Corporation is a party or any of its property is subject, or any existing law, regulation, court order or consent decree to which the Corporation or any of its property is subject, which would have a material adverse effect on the issuance of the Series 2010B Certificates or the transactions contemplated thereby; (H) there is no action, suit, proceeding or investigation before or by any court, public board or body pending or threatened against or affecting the Corporation wherein an unfavorable ruling or decision would materially adversely affect the transactions contemplated by the Offering Statement or the Corporation Documents, or the validity of the Series 2010B Certificates or any of the Corporation Documents, except as disclosed in the Offering Statement; (I) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities required for the Corporation’s adoption of the Corporation Resolutions and execution, delivery, acceptance or performance of the Series 2010B Certificates and each of the Corporation Documents have been obtained or effected, except that the offer and sale of the Series 2010B Certificates in certain jurisdictions may be subject to the provisions of the securities or “blue sky” laws of such jurisdictions; in addition, the Corporation’s Counsel shall state in his letter containing the foregoing opinion, or in a separate letter dated the date of the Closing and addressed to the Underwriters, that based upon the examinations which he has made as the Corporation’s Counsel, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Offering Statement (other than as set forth in item (F) above), nothing has come to his attention which would lead him to believe that the information in the Offering Statement (except for the financial statements and other financial data included in the Offering Statement, and any information regarding DTC and its book- entry only system, the Series 2010B Credit Facility and the Series 2010B Credit Facility Issuer, as to which no view need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) the opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP and the Law Offices of ▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇▇, P.A., as counsel to Barclays for the Underwriters, dated the date of the Closing and the Administrative Agent, in each case incurred pursuant addressed to the representation of their respective client in connection Underwriters, relating to the Offering Statement and to compliance with the negotiation, implementation, and closing requirements of the TransactionRule; (viv) approval by Topco stockholders the opinion of counsel for the Trustee, dated the date of Closing and addressed to the Underwriters, the School Board, the Corporation, the Trustee and the Series 2010B Credit Facility Issuer to the effect that (A) the Series 2010B Trust Agreement, the Escrow Deposit Agreement and each of the Transaction Leases (collectively the “Trustee Documents”) and the other transactions contemplated Series 2010B Certificates each have been duly authorized, executed and delivered by the Definitive DocumentsTrustee and, assuming due authorization, execution and delivery thereof by the other parties thereto, as applicable, constitute the valid, binding and enforceable agreements of the Trustee (except to the extent that enforceability (but not the validity) of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require, or may require, enforcement by a court of equity), in accordance with their terms; and (viiB) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.Truste

Conditions to Closing. The closing obligation of Buyer to close the purchase and sale of the Transaction and the obligations of the parties in connection therewith are Property is subject to satisfaction of each of the following conditions, each of which are for the benefit of and may be waived by Buyer, but only if such waiver is made expressly and in writing: (a) Meridian shall timely submit, as soon as received by Meridian, at Meridian's sole expense, to the Buyer the documents referenced in Paragraph 5(a) through (g) above; (b) Within thirty (30) days from the date of this Agreement, Seller shall provide Buyer and its counsel with a letter or other writing from the Solicitor for the Berks County Industrial Development Authority ("BCIDA"), confirming the authority and intent of the BCIDA to join in the conveyance of the Property to the Buyer, upon terms consistent with the terms of this Agreement. (c) Seller shall pay all property taxes, utilities and other routine charges up to the date of Closing. Absent an event of default by Seller under this subparagraph, Buyer agrees to accept title to the Property subject to all municipal liens and assessments for improvements levied from and after the date of this Agreement. Seller warrants that it has not received notice of any pending improvement assessments, and will immediately send a copy to Buyer of any such notice it shall receive prior to Closing, and will take no action as concerns the Property that shall cause any improvement assessments to be made prior to Closing; (d) Seller shall terminate all building service, supply, utility, management, and/or other contracts as of the date of Closing, unless otherwise instructed by Buyer, provided, however, that Seller shall not terminate or materially modify the terms of any currently existing building service contracts prior to Closing without the prior written consent of Buyer; (e) Seller shall deliver the Real Property in broom clean condition on the date of Closing, and shall cause to be removed prior to Closing, at Seller's expense, all items listed in Exhibit "B" hereof which are not designated in writing by Buyer, as set forth in Paragraph 5 above; (f) The timely material performance by Seller of each and every obligation imposed upon Seller hereunder; (g) The truth and accuracy in all material respects as of the date hereof and the date of Closing of each and every warranty and representation herein made by Seller; (h) The satisfactory completion by Buyer of its examination, testing and review of the Property, documents and other items as specified in Section 5 hereof; (i) each Closing Date Definitive Document and any other documentation necessary Satisfactory pre-settlement inspection by Buyer within three (3) days of settlement, confirming to consummate Buyer (i) that substantially all of the Transaction Personal Property is located at or about the Real Property, (other than those documents permitted to be executed and delivered on a post-closing basis ii) that Seller has been operating the Property in accordance with substantially the terms thereof) shall be in form and substance reasonably acceptable tosame manner as of the date of this Agreement, and have been executed (iii) that the Seller has materially performed its duties and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to obligations under this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (iij) None Receipt by Buyer of the Signing Date Definitive Documents shall have been terminated or amendedfully dated and executed Tenant Estoppel Certificates, restatedin form acceptable to Buyer and its counsel, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documentedfrom Bingaman, fees and out-of-pocket expenses of (A) Milbank LLPHess, counsel to HPS, (B) Coblentz & Bell; BARTA; a▇▇ ▇▇▇▇▇ Da▇▇▇▇ H▇▇▇ ▇alon. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPendeavor to obtain said Tenant Estoppel Certificates from all other tenants listed in Exhibit "E" hereof, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documentsat or before Closing; and (viik) At Closing, Meridian shall execute and deliver to Buyer or cause to be executed and delivered to Buyer, as the Fees case may be: (i) an affidavit by Meridian stating, under penalty of perjury, Seller's United States taxpayer identification number and Expenses as stating that Seller is not a foreign person, pursuant to Section 1445 of such date shall be the Internal Revenue Code; (ii) an owner's affidavit in form and substance sufficient to permit the issuance of the Title Policy, consistent with the provisions of Paragraph 7 hereof; (iii) an acknowledgment and restatement by certificate of the representations and warranties of Seller in this Agreement; and (iv) evidence that all real estate taxes and assessments for which Seller is responsible, and all other expenses associated with the Property for which Seller is responsible, have been paid by the Company by wire transfer or immediately available fundsin full.

Conditions to Closing. The closing of the Transaction and the obligations of Lender to consummate the parties in connection therewith transactions contemplated herein and to make the Advance under the Term Loan on the Closing Date (the “Closing Date Advance”) are subject to satisfaction the satisfaction, in the sole judgment of Lender, of the following: (a) the Interim Financing Order shall be in effect and shall not have been reversed, modified, amended or stayed, and no motion seeking a reversal, modification, amendment or stay shall have been filed by any Person that, in Lender’s sole discretion, could result in a Material Adverse Effect; (b) the Sale Procedures Order shall have been entered by the Bankruptcy Court and shall not have been reversed, modified, amended or stayed, and no motion seeking a reversal, modification, amendment or stay shall have been filed by any Person that, in Lender’s sole discretion, could result in a Material Adverse Effect; (c) the Reorganization Milestones shall have been achieved or are achievable; (d) each Credit Party shall have delivered to Lender, all in form and substance satisfactory to Lender, the Loan Documents, each duly executed by an authorized officer of each of Credit Party and the following conditions:other parties thereto; (e) Lender shall have received (i) each Closing Date Definitive Document Credit Party’s formation and any other documentation necessary to consummate the Transaction (other than those organization documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable toto Lender, and have been executed and delivered by, (ii) certificates of the corporate secretary of each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of Credit Party dated the Closing Date Definitive Document described in clauses (a) as to the incumbency and (b) signature of the definition thereof Persons executing the Loan Documents, in form and substance acceptable to the extent exhibited to this AgreementLender; (f) which has an adverse effect on HPS or the Revolving Lenders Lender shall be have received such other documents, certificates, and information as Lender may request, all in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force Lender and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documentsits counsel; and (viig) no Default or Event of Default shall exist on the Fees and Expenses as Closing Date, after giving effect to all of such date shall the extensions of credit to be paid by made to Borrowers on the Company by wire transfer or immediately available fundsClosing Date.

Conditions to Closing. The closing Closing of the Transaction transaction contemplated by this Agreement and all the obligations of the parties in connection therewith Developer under this Agreement are subject to satisfaction of each fulfillment, on or before the Closing Date, of the following conditions: (i1) each Closing Date Definitive Document The representations and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed warranties made by City in Section 1.1 and delivered on a post-closing basis by Developer and Employers in accordance with the terms thereof) Section 1.2, shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than correct as set forth in the forms of the Closing Date Definitive Document described with the same force and effect as if such representations were made at such time. At the closing, City shall deliver a certificate to that effect in clauses the form of Exhibit C. (a2) Developer and (b) Employers shall have the right to terminate this Agreement at any time prior to the consummation of the definition thereof to closing on the extent exhibited to this Agreement) which has an adverse effect on HPS Closing Date if Developer or Employers determine that conditions necessary for the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None successful completion of the Signing Date Definitive Documents shall Project contemplated herein have not been terminated satisfied in Developer's or amendedEmployers’ sole discretion. Upon the giving of notice of termination by Developer or Employers to City, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force deemed null and effect;void. (iv3) Developer, Employers, and City shall be in material compliance with all the conditions precedent to the Transaction Term Sheet terms and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their termsprovisions of this Agreement. (v4) the Company Parties shall have paid or reimbursed Subject to Employers’ written approval, Developer having obtained any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client necessary governmental approvals which might be necessary or desirable in connection with the negotiationdevelopment of the Property. Any conditions imposed as part of any such approval must be satisfactory to Developer and Employers in their sole discretion. City shall cooperate with Developer in attempting to obtain any such approvals and shall execute any documents necessary for this purpose, implementationprovided that City shall bear no expense in connection therewith. In connection therewith, the City agrees (a) to review all of Developer's plans and specifications for the project and to either reject or approve the same in a prompt and timely fashion; (b) to issue a written notification to Developer, following City's approval of same, indicating that the City has approved such plans and specifications, and closing the same are in compliance with the Urban Renewal Plan, this Agreement and any other applicable City or affiliated agency requirements, with the understanding that Developer and its lenders shall have the right to rely upon the same in proceeding with the project; (c) to identify in writing within ten (10) working days of submission of said plans and specifications, any and all permits, approvals and consents that are legally required for the acquisition of the Transaction;Property by Developer, and the construction, use and occupancy of the project with the intent and understanding that Developer and its lenders and attorneys will rely upon same in establishing their agreement and time frames for construction, use and occupancy, lending on the project and issuing legal opinions in connection therewith; and (d) to cooperate fully with Developer to streamline and facilitate the obtaining of such permits, approvals and consents. (vi5) approval by Topco stockholders Developer's counsel and Employers’ counsel shall issue a legal opinion to City confirming the representations contained herein in the form attached hereto as Exhibit B and Exhibit F. (6) Developer shall have provided City with a copy of a purchase agreement for the Property with Roshek Building, LLC and this Agreement is subject to the consummation of the Transaction purchase of the Property on or before December 31, 2019. (7) Employers or Developer receiving such State of Iowa incentives as necessary to make the Project feasible to Employers in their sole and exclusive discretion. (8) Adequate parking to serve Developer and Employers’ employees and visitors is paramount to the decision to purchase the Property. Without such parking there will be no purchase. (9) City will complete and open for parking by December 2022 an additional parking structure (the “Parking Structure”) in the area shown on Exhibit H (so that a point on the Parking Structure is within the area shown on Exhibit H) of not less than 500 parking spaces (motorcycles and motor scooters excluded) dedicated to monthly rental spaces for residents of and employees employed in the Downtown Urban Renewal District as amended from time to time, but will be open to the general public after 5 o’clock p.m. Monday through Friday, and on Saturdays, Sundays and Federal holidays. (a) The Parking Structure will have limited daily parking (not more than 10% of the 500 parking spaces or such additional daily parking as City in its sole discretion determine is needed) that will accommodate general downtown parking needs and also accommodate transient parking needs for employees of employers. (b) On the opening of the Parking Structure, individual employees of C & B Employer and Heartland Employer will have the first right for a period of one month to enter into leases for the available spaces on the application form and subject to the conditions in the form, Exhibit I, which form may from time to time be amended by City in its sole discretion. (c) City will make every reasonable effort to improve pedestrian corridors to make pedestrian access as direct as possible between the Parking Structure and the other transactions contemplated by the Definitive Documents; andRoshek Building. (vii10) Prior to January 31, 2020, City will grant Developer the Fees Revocable License and Expenses Grant of Easements attached hereto as of such date shall be paid by the Company by wire transfer or immediately available funds.Exhibit G.

Conditions to Closing. The closing of Closing on the Transaction and Loan is conditioned upon the obligations of the parties in connection therewith are subject to satisfaction of each of the following conditionsfollowing: (ia) each Closing Date Definitive Document all Financing Documents and any other documentation necessary instruments applicable to consummate the Transaction (other than those documents permitted Loan are in form and content satisfactory to be the Bank and have been duly executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof satisfactory to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form Bank and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have not been terminated modified, amended or amendedrescinded, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effecteffect on and as of the Closing Date and executed original or certified copies of each thereof shall have been delivered to the Bank; (ivb) the conditions precedent Bank has received a certified copy of the Authorizing Ordinance of the Enterprise, which shall be in form and content satisfactory to the Transaction Term Sheet Bank and authorize the Enterprise to finance the Project, obtain the Loan and perform all acts contemplated by this Agreement and all other Financing Documents; and a certified copy of all other ordinances, resolutions and proceedings taken by the Enterprise authorizing the Enterprise to finance the Project, obtain the Loan and the execution, delivery and performance of this Agreement and the other Financing Documents and the transactions contemplated hereunder and thereunder, together with such other certifications as to the specimen signatures of the officers of the Enterprise authorized to sign this Agreement and the other Financing Documents to be delivered by the Enterprise hereunder and as to other matters of fact as shall reasonably be requested by the Bank; (c) the Enterprise has provided a certificate certifying that on the Closing Date each representation and warranty on the part of the Enterprise contained in this Agreement and in any Definitive other Financing Document is true and correct and no Event of Default, or event which would, with the passage of time or the giving of notice, constitute an Event of Default, has occurred and is continuing and no default exists under any other Financing Documents, or under any other agreements by and between the Enterprise and the Bank and certifying as to such other matters as the Bank might reasonably request; (d) the Enterprise has provided a certificate certifying that the only Senior Debt outstanding as of the Closing Date is the 2018A Bonds and the 2018B Bonds and that no Parity Debt (other than the 2019 Note) is outstanding as of the Closing Date; (e) the Bank shall have been satisfied or waived by received the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel Snow LLP to the Consenting Preferred Equityholders, effect that (Ci) Ropes & Gray LLP, counsel the obligation of the Enterprise to Adventpay the principal of and interest on the Loan constitutes a valid and binding special obligation of the Enterprise payable solely from the Net Pledged Revenues with a lien on the Net Pledged Revenues which is subordinate to the lien thereon of the Senior Debt, and (Dii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays this Agreement and the Administrative AgentNote are valid and binding obligations of the Enterprise, enforceable against the Enterprise in each case incurred pursuant to the representation of accordance with their respective client terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity; (f) all proceedings taken in connection with the negotiation, implementationtransactions contemplated by this Agreement, and closing of all instruments, authorizations and other documents applicable thereto, are satisfactory to the TransactionBank and its counsel; (vig) approval by Topco stockholders no law, regulation, ruling or other action of the Transaction United States, the State of Colorado or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Enterprise from fulfilling its obligations under this Agreement or the other Financing Documents; (h) all Bank counsel fees and any other fees and expenses due and payable in connection with the execution and delivery of this Agreement shall have been paid by the Enterprise upon execution and delivery of this Agreement; (i) the Bank shall have been provided with the opportunity to review all pertinent financial information regarding the Enterprise, agreements, documents, and any other material information relating to the Enterprise or the Net Pledged Revenues or any other component of the collateral securing the obligations of the Enterprise hereunder; (j) all information provided by the Enterprise to the Bank is accurate in all respects; (k) the Bank shall have received such other certificates, approvals, filings, opinions and documents as shall be reasonably requested by the Bank; (l) all other legal matters pertaining to the execution and delivery of this Agreement and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date Financing Documents shall be paid by reasonably satisfactory to the Company by wire transfer or immediately available fundsBank.

Conditions to Closing. The following are conditions to the closing of the Transaction transactions involving the issuance and sale of the Offered Securities contemplated hereby, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled on or prior to the Time of Closing and which conditions may be waived in writing in whole or in part by the Agent: (a) the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Offered Securities to the Purchasers prior to the Time of Closing as herein contemplated, it being understood that the Agent shall do all that is reasonably required to assist the Corporation to fulfil this condition; (b) the Corporation's board of directors shall have authorized and approved the execution and delivery of this Agreement and the obligations acceptance of the parties in connection therewith are subject to satisfaction of each Subscription Agreements, the allotment, issuance and delivery of the Offered Securities, the creation and issuance of the Compensation Warrants, the creation and issuance of the Debenture Common Shares upon the conversion of the Debentures, the allotment, issuance and delivery of the Debenture Warrant Shares upon the exercise of the Debenture Warrants, the creation and issuance of the Compensation Warrants, the allotment, issuance and delivery of the Compensation Shares issuable upon the exercise of the Compensation Warrants, and all matters relating thereto; (c) the Corporation shall have accepted one or more Subscription Agreements with the Purchasers; (d) the Agent shall have received an opinion, dated the Closing Date, of the Corporation's counsel (it being understood that such counsel may rely to the extent appropriate in the circumstances, (i) as to matters of fact, on certificates of the Corporation executed on its behalf by a senior officer of the Corporation and on certificates of the Transfer Agent, as to the issued capital of the Corporation; and (ii) as to matters of fact not independently established, on certificates of the Corporation's auditors or a public official) with respect to the following conditionsmatters: (i) as to the incorporation and subsistence of the Corporation and each Closing Date Definitive Document Subsidiary under the laws of its governing jurisdiction and any other documentation necessary as to consummate the Transaction (other than those documents permitted corporate power of the Corporation to be executed carry out its obligations under this Agreement and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable toSubscription Agreements, and have been executed to issue the Offered Securities, the Debenture Common Shares, the Debenture Warrants, Debenture Common Shares the Compensation Warrants, and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableCompensation Shares; (ii) None as to the authorized and issued capital of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofCorporation; (iii) that the Corporation is the registered holder of the percentage of the outstanding shares of each Subsidiary referred to in subsection 4(c) hereof; (iv) that the Corporation has all requisite corporate power and authority under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties; (v) that none of the execution and delivery of this Agreement and the Subscription Agreements, the performance by the Corporation of its obligations hereunder and thereunder, or the sale or issuance of the Offered Securities, the Debenture Common Shares, the Debenture Warrants, Debenture Common Shares the Compensation Warrants, and the Compensation Shares will conflict with or result in any breach of the constating documents or by-laws of the Corporation; (vi) that each of this Agreement and the Subscription Agreements, have been duly authorized and executed and delivered by the Corporation, and constitute a valid and legally binding obligation of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law; (vii) that the Offered Securities have been validly issued by the Corporation; (viii) that the Compensation Warrants have been duly and validly created and issued; (ix) that the Compensation Shares have been authorized and allotted for issuance upon the due exercise of the Compensation Warrants in accordance with the provisions thereof, will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (x) that the Debenture Common Shares have been authorized and allotted for issuance upon the due conversion of the Debentures in accordance with the provisions thereof and will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xi) that the Debenture Warrant Shares have been authorized and allotted for issuance upon the due exercise of the Debenture Warrants in accordance with the provisions thereof, and will be validly issued as fully paid and non-assessable securities in the capital of the Corporation; (xii) that the issuance and sale by the Corporation of the Offered Securities to the Purchasers and the issuance by the Corporation of the Compensation Warrants to the Agent are exempt from the prospectus and registration requirements of Applicable Securities Laws and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; (xiii) that the issuance of the Compensation Shares, Debenture Common Shares, and the Debenture Warrant Shares are exempt from the prospectus and registration requirements of Applicable Securities Laws subject to certain provisos and specified resale restrictions; (xiv) that the Compensation Shares, Debenture Common Shares, and the Debenture Warrant Shares have been conditionally approved for listing on the Exchange; (xv) that the Common Shares of the Corporation are qualified investments for trusts governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan or a deferred profit sharing plan under the Income Tax Act (Canada) (the "Tax Act") and the regulation under the Tax Act and, based upon information provided by the Corporation, the common shares at the date of their issue will not constitute "foreign property" for purposes of the Tax Act for persons subject to tax under part XI of the Tax Act; and (xvi) as to such other matters as the Agent's legal counsel may reasonably request prior to the Time of Closing; (e) the Agent shall have received a legal opinion addressed to the Agent from United States counsel for the Corporation, dated as of the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, with respect to the initial sale of the Offered Securities by the Agent and the Corporation, the conversion of the Offered Securities, the exercise of the Debenture Warrants, and the status of the Debenture Warrant Shares when issued; (f) the Agent shall have received an incumbency certificate dated the Closing Date including specimen signatures of the President and Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (g) the Agent shall have received a certificate, dated the Closing Date, of the President and Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officer or officers of the Corporation acceptable to the Agent, acting reasonably), addressed to the Agent and its counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects as if made at and as of the Time of Closing and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in full force all material respects at or prior to the Time of Closing; (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in any of the Offering Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and effectis continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (iii) the articles and by-laws of the Corporation delivered at Closing are full, true and correct copies, unamended, and in effect on the date thereof; (iv) the conditions precedent minutes or other records of various proceedings and actions of the Corporation's board of directors relating to the Transaction Term Sheet Offering and any Definitive Document shall delivered at Closing are full, true and correct copies thereof and have not been satisfied modified or waived by rescinded as of the appropriate parties in accordance with their termsdate thereof; (v) since the Company Parties shall have paid date of the Letter Agreement, there has been no material adverse change in the business, affairs, operations, assets, liabilities or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses capital of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays Corporation and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction;Subsidiaries taken as a whole; and (vi) approval by Topco stockholders none of the Transaction documents filed with applicable securities regulatory authorities since December 31, 2003 contained a material misrepresentation as at the time the relevant document was filed that has not since been corrected. (h) the Debenture Common Shares, the Debenture Warrant Shares and the Compensation Shares shall have been approved for listing on the Exchange, subject only to the official notices of issuance and fulfilment of such other transactions contemplated by conditions of the Definitive DocumentsExchange as set out in the conditional listing letter; (i) the Agent shall have conducted all due diligence inquiries and investigations and not identified any material adverse changes or misrepresentations or any items materially adversely affecting the Corporation's affairs which exist as of the date hereof but which have not been widely disseminated to the public; and (viij) the Fees Agent shall have received evidence under applicable provisions of the securities laws of the Provinces of Ontario, *, and Expenses as *that the Corporation is not in default under the Applicable Securities Laws of such date shall provinces, respectively. It is understood that the Agent may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the foregoing terms and conditions or any subsequent breach or non-compliance, provided that to be paid binding on the Agent any such waiver or extension must be in writing and signed by it. The Corporation agrees that the Company by wire transfer or immediately available fundsaforesaid legal opinions and certificates to be delivered at the Time of Closing will also be addressed to the Purchasers and that the Agent may deliver copies thereof to such persons and to any persons who purchase Offered Securities.

Conditions to Closing. The closing (a) At or before Closing, and contemporaneously with the acceptance of delivery of the Transaction Series Underwriter: Bonds, the District will provide to the (1) a certificate, signed by an official of the District, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the obligations Official Statement as of its date and at the time of Closing did not and does not, to the best of the parties knowledge of said official, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the Underwriter of the Series Bonds to rely upon the Official Statement in connection therewith are subject to satisfaction of each with the resale of the following conditions:Series Bonds, excluding in each case any information contained in the Official Statement relating to DTC or its book-entry only system, information contained therein describing the County’s investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County Treasurer-Tax Collector), information provided by the Underwriter concerning the reoffering of the Series Bonds. (i2) each Closing Date Definitive Document and any other documentation necessary a certificate, signed by an official of the County, confirming to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with Underwriter that the terms thereof) shall be in form and substance reasonably acceptable toPreliminary Official Statement as of its date did not, and have been executed the Official Statement as of its date and delivered byat the time of Closing did not and does not, each party theretoto the best of the knowledge of said official, providedsolely with respect to the information contained therein describing the County’s investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the County), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (3) a certificate or certificates, signed by appropriate officials of the District or the County or both, confirming to the Underwriter that, any provision as of any Definitive Document the date of this Purchase Contract and at the time of Closing, to the best of the knowledge of said official or officials, there is no litigation pending concerning the validity of the Series Bonds, the legal existence of the District or the County, or the entitlement of the officers of the County who have signed the Series Bonds, or the entitlement of the officers of the District who have signed the various certificates and agreements of the District relating to the issuance and sale of Series Bonds, to their respective offices. (other than 4) a certificate or certificates, signed by an official of the District, confirming to the Underwriter that as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) all of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None representations of the Signing Date Definitive Documents shall have been terminated or amendedDistrict contained in this Purchase Contract are true, restated, modified or supplemented other than in accordance with and that the terms thereof; (iii) this Agreement shall be District Resolution is in full force and effect;effect and has not been amended, modified or rescinded. (iv5) a certificate or certificates, signed by an official of the County, confirming to the Underwriter that as of the Closing Date all of the representations of the County contained in this Purchase Contract are true, and that the County Resolution is in full force and effect and has not been amended, modified or rescinded. (6) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel Bond Counsel with respect to Barclays the issuance of the Series Bonds (“Bond Counsel”), addressed to the District, approving the validity of the Series Bonds, substantially in the form set forth as Appendix A to the Official Statement. (7) a supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that the statements contained in the Official Statement in the sections entitled “INTRODUCTION – Tax Matters,” “THE BONDS” (except under the headings “Investment of Bond Proceeds,” “Estimated Sources and Uses of Funds,” “Semiannual Debt Payments” and “Book-Entry Only System”), “LEGAL MATTERS- Tax Matters,” and “APPENDIX A – FORM OF FINAL OPINION OF ▇▇▇▇ COUNSEL,” excluding any material that may be treated as included under such captions by cross-reference, insofar as such statements expressly summarize certain provisions of the District Resolution, the County Resolution [and the Administrative AgentPaying Agent Agreement], and the form and content of the opinion of Bond Counsel are accurate in all material respects. (8) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Disclosure Counsel with respect to the issuance of the Series Bonds (“Disclosure Counsel”) to the District substantially in the form attached hereto as Appendix [B], subject to the satisfaction of the Underwriter dated the date of Closing and addressed to the District and the Underwriter. (9) the duly executed Tax Certificate of the District, dated the date of Closing, in each case incurred pursuant form satisfactory to Bond Counsel. (10) the receipt of the County Treasurer-Tax Collector confirming payment by the Underwriter of the Purchase Price of the Series Bonds. (11) the Continuing Disclosure Certificate of the District, in substantially the form attached to the representation Preliminary Official Statement. (12) the letters of their respective client in connection [▇▇▇▇▇’▇ Investors Service, Fitch Ratings and Standard & Poor’s Ratings Service] to the effect that such rating agencies have rated the Series Bonds “ ” and “ ”, respectively (or such other equivalent rating as each such rating agency may give), and that each such rating has not been revoked or downgraded. (13) a certified copy of the adopted District Resolution and the adopted County Resolution. (14) an executed copy of the Official Statement. (15) an executed copy of this Purchase Contract. (16) [an executing copy of the Paying Agent Agreement.] (b) At or before Closing, and contemporaneously with the negotiationacceptance of delivery of the Series Bonds and the payment of the Purchase Price thereof, implementationthe Underwriter will provide to the District: (1) the receipt of the Underwriter, in form satisfactory to the District and the County and signed by an authorized officer of the Underwriter, confirming delivery of the Series Bonds to the Underwriter and the satisfaction of all conditions and terms of this Purchase Contract by the District and the County, respectively, and closing confirming to the District and the County that as of the Transaction;Closing Date all of the representations of the Underwriter contained in this Purchase Contract are true and correct in all material respects. (vi2) approval by Topco stockholders the certification of the Transaction and Underwriter, in form satisfactory to Bond Counsel, regarding the other transactions contemplated by prices at which the Definitive Documents; and (vii) Series Bonds have been reoffered to the Fees and Expenses public, as of such date shall be paid by the Company by wire transfer or immediately available fundsdescribed in Section 3 hereof.

Conditions to Closing. The closing obligation of the Transaction and Lender to close the obligations of the parties in connection therewith are Loan (“Loan Closing”) shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction Borrower shall have executed (other than those documents permitted or caused to be executed executed) and delivered on a post-closing basis in accordance with to Lender each of the terms thereof) shall be in form and substance reasonably acceptable toSecurity Documents, and all other requirements of Lender shall have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and satisfied; (b) Lender shall have received and approved the Ground Lease, dated effective April 4, 2017, executed by 1892 ▇▇▇▇▇ Crossing, Ltd., as Landlord, and by Borrower, as Tenant, (the said Ground Lease, and any renewals, extensions, modifications, restatements and replacements thereof, and each “Separated Lease” and any “New Lease” as therein defined, as evidenced by a Memorandum of Ground Lease recorded in Volume 13953, Page 112 of the definition Official Public Records of Brazos County, Texas, is herein referred to as the “Ground Lease”); (c) Lender shall have received and approved the Lease Agreement dated effective April 4, 2017 between Borrower, as Landlord, and HEB Grocery Company, LP, as Tenant, and any renewals, extensions, modifications, restatements and replacements thereof (the “HEB Lease”); (d) Borrower shall provide Lender with evidence that all necessary action on the part of Borrower and Stratus has been taken with respect to the extent exhibited to execution and delivery of this Agreement) which has an adverse effect on HPS or , the Revolving Lenders Security Documents and the consummation of the transactions contemplated hereby and thereby, so that this Agreement and all of the other Security Documents shall be in form valid and substance reasonably satisfactory to HPS binding upon Borrower and each other person or entity executing and delivering any of the Required Revolving LendersSecurity Documents. Such evidence shall include certified organizational documents, certified resolutions, certificates of incumbency and Certificates of Existence and Good Standing for the Borrower, Stratus and each such other entity as applicable; (e) Lender shall have obtained, at Borrower's expense, (i) an appraisal of Borrower’s leasehold estate in the Land and the Improvements by an appraiser acceptable to Lender, and Lender shall have completed a review of such appraisal and approved it, and (ii) None an environmental site assessment of the Signing Date Definitive Documents Land prepared by consultants and with results acceptable to Lender; (f) Lender shall have received, at Borrower's expense, the unconditional commitment from a title insurance company acceptable to Lender for the issuance of a loan policy of title insurance in the full amount of the Loan, insuring the lien of the Deed of Trust as a first and prior lien upon Borrower’s leasehold estate in the Land, and containing no exceptions except for those approved by Lender, in its reasonable discretion; (g) Borrower shall have furnished Lender with (i) a final subdivision plat of the Land approved by the City of College Station and duly filed in the appropriate official plat records in the office of the Brazos County Clerk (the “Plat”), (ii) a current survey of the Land, prepared by a registered professional land surveyor or a licensed engineer, containing a metes and bounds perimeter description of the Land, showing the location of all easements and all other matters of record, certifying that no improvements encroach upon any easements or other encumbrances affecting the Land, certified to Lender, and otherwise in a form approved by Lender, (iii) evidence that no portion of the Improvements will not be constructed in, a flood hazard area, (iv) evidence that the Land has been terminated or amendedproperly zoned for the Project, restated, modified or supplemented and (v) evidence that all utilities are available to service the Project (other than utility facilities that are to be constructed as part of the Project in accordance with the terms thereofBudget); (iiih) this Agreement Borrower shall be have furnished to Lender customer identification information, verification and such other information and supporting documentation regarding Borrower, Stratus and each person with authority or control with respect to Borrower, as Lender shall reasonably require for purposes of complying with the provisions of the Bank Secrecy Act (31 U.S.C. 5311 et. seq.), as amended by the USA PATRIOT Act (Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56), and Lender's policies and procedures implemented in full force and effectaccordance therewith; (ivi) Borrower shall have furnished Lender with a geotechnical survey or report of the conditions precedent to the Transaction Term Sheet and any Definitive Document Land, which survey or report shall have been satisfied or waived performed and prepared by the appropriate parties consultants acceptable to Lender and shall be acceptable to Lender in accordance with their termsall respects; (vj) the Company Parties Borrower shall have paid or reimbursed any furnished Lender with evidence that the following insurance policy is in force: commercial general liability insurance, in form and all reasonable amounts, and documentedissued by an insurer reasonably satisfactory to Lender, fees and out-of-pocket expenses naming the Lender as an additional insured; (k) Lender shall have reviewed and approved in advance the Borrower's settlement statement for the Loan prepared by Heritage Title Company of Austin, Inc. (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇▇▇ & and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Senior Vice President), as the Consenting Preferred Equityholdersclosing agent for the Loan; (l) Lender shall have received an opinion letter from Borrower’s legal counsel, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative AgentPLLC, in each case incurred pursuant form and substance satisfactory to the representation of their respective client in connection with the negotiation, implementation, and closing of the TransactionLender; (vim) approval by Topco stockholders Borrower shall have established with Lender a demand deposit account through which payments for costs of construction of the Transaction Improvements shall be made (the “Construction Account”); (n) Lender shall have received and the other transactions contemplated approved an Acknowledgement of Leasehold Mortgage, signed by the Definitive Documentslessor under the Ground Lease and by Borrower, in form and substance satisfactory to Lender; (o) Lender shall have received a Subordination, Non-Disturbance and Attornment Agreement signed by, Borrower, HEB Grocery Company, LP and Lender, in form and substance satisfactory to Lender; and (viip) Lender shall have received a current estoppel certificate confirming the status of the HEB Lease, signed by HEB Grocery Company, LP, in form and substance satisfactory to Lender. Lender acknowledges and agrees that (i) the Fees Plat will not include separate platted lots for all of the Build to Suit Pads and Expenses the Ground Lease Pads, and (ii) Borrower anticipates amending the Plat from time to time to cause one or more of the Build to Suit Pads and the Ground Lease Pads to be separate platted lots (each referred to as of a “Plat Amendment”). Each Plat Amendment is subject to Lender’s review and approval, which approval will not be unreasonably withheld. Lender will execute each such date shall be paid Plat Amendment or such other consent or subordination as is required by the Company by wire transfer or immediately available fundsapplicable governmental authorities in order to approve a Plat Amendment.

Conditions to Closing. The closing of 5.1. Conditions to each Investor’s Obligations at the Transaction Closing. Each Investor’s obligations to effect the Closing, including without limitation its obligation to purchase Shares at the Closing, are conditioned upon the fulfillment (or waiver by such Investor in its sole and the obligations of the parties in connection therewith are subject to satisfaction absolute discretion) of each of the following conditionsevents as of the Closing Date, and the Company shall use commercially reasonable efforts to cause each of such conditions to be satisfied: (i) each Closing Date Definitive Document a. the representations and any other documentation necessary to consummate warranties of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as Company set forth in this Agreement and in the forms other Transaction Documents shall be true and correct as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct as of that particular date); b. the Company shall have complied with or performed all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before the Closing; c. the Company shall have delivered to each Investor duly executed certificates representing the Shares being purchased by such Investor, unless the Shares are issued in uncertificated form; d. the Company shall have delivered to each Investor a secretary’s certificate, dated as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof Date, certifying as to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPSthe incorporation and active status of the Company in the State of Delaware based upon a certificate issued by the Secretary of State of the State of Delaware as of a date within ten (10) days of the Closing Date, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholdersresolutions of the Board of Directors approving the transactions contemplated hereby, (C) Ropes & Gray LLPthe Restated Certificate of Incorporation of the Company, counsel as amended to Adventdate, certified as of a date within ten (10) days of the Closing Date, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe By-Laws of the Company, counsel to Barclays and each as in effect as of the Administrative Agent, in each case incurred pursuant Closing Date; e. Counsel to the representation Company shall have delivered to the Investors a legal opinion substantially in the form attached hereto as Exhibit B; f. there shall be no injunction, restraining order or decree of their respective client any nature of any court or Government Authority of competent jurisdiction that is in connection with effect that restrains or prohibits the negotiation, implementation, and closing consummation of the Transactiontransactions contemplated hereby and by the other Transaction Documents; (vi) approval by Topco stockholders of g. the Company shall have executed each Transaction Document to which it is a party and shall have delivered the other transactions contemplated by the Definitive Documentssame to Investor; and (vii) the Fees and Expenses as of such date h. no Material Adverse Effect shall be paid by the Company by wire transfer or immediately available fundshave occurred.

Conditions to Closing. The closing Underwriters have entered into this Purchase Agreement in reliance upon the representations and warranties of the Transaction County and the obligations District contained herein and the performance by the District and the County of their respective obligat ions hereunder, both as of the parties date hereof and as of the date of Closing. The Underwriters’ obligat ions under this Purchase Agreement are and shall be subject, at the option of the Underwriters, to the following further conditions at the Closing: (a) The representations and warranties of the County and the District contained herein shall be true, complete and correct at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in connection therewith are subject all certificates and other documents delivered to satisfaction the Underwriters at the Closing pursuant hereto shall be true, complete and correct on the date of the Closing; and the County and the District shall be in compliance with each of the following conditions:respective agreements made by them in this Purchase Agreement. (b) At the time of the Closing, (i) each Closing Date Definitive Document the District Resolution, this Purchase Agreement, the Continuing Disclosure Certificate (collectively, the “District Documents”) and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) County Documents shall be in form full force and substance reasonably acceptable to, effect and the Resolutions and the Official Statement shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the Underwriters; (ii) all actions under the Bond Law which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; ; (iii) the County and the District shall have adopted, and there shall be in full force and effect such additional resolutions, agreements, opinions and certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the tax-exempt character of the interest on the Bonds), which resolutions, agreements, opinions and certificates shall be satisfactory in form and substance to Bond Counsel to the District and to the Underwriters, and there shall have been taken in connection therewith and in connection with the execution and delivery of the Bonds all such actions as shall, in the reasonable opinion of each, be necessary in connection with the transactions contemplated hereby; (iv) all actions under the conditions precedent Resolutions which, in the opinion of Bond Counsel to the Transaction Term Sheet and any Definitive Document District, shall be necessary in connection with the transactions contemplated hereby, shall have been satisfied or waived by the appropriate parties duly taken and shall be in accordance with their terms full force and effect; (v) the Company Parties Bonds shall have paid been duly authorized, executed and delivered; and (vi) the District and the County shall perform or reimbursed have performed all of their respective obligations required under or specified in the District Documents and the County Documents to be performed at or prior to the Closing. (c) No decision, ruling or finding shall have been entered by any court or governme ntal authority since the date of this Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the County or the District, be pending (in which service of process has been completed against the County or the District) or threatened which has any of the effects described in Section 7(e) or Section 8(f) hereof or contests in any way the completeness or accuracy of either the Preliminary Official Statement or the Official Statement. (d) The Underwriters shall have the right to cancel their obligation to purchase the Bonds if, between the date of this Purchase Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the reasonable judgment of the Representative, by the occurrence of any of the following: (1) an event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Officia l Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and, in either such event, the District refuses to permit the Official Statement to be supplemented to supply such statement or information or the effect of the Officia l Statement as so supplemented is, in the judgment of the Representative, to materia lly adversely affect the market for the Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriters of the Bonds; (2) legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3) an order, decree or injunction of any court of competent jurisdiction, or any order, ruling or regulation of the Securities and Exchange Commission, is issued or made with the purpose or effect of prohibiting the issuance, offering or sale of the Bonds as contemplated hereby or legislation has been enacted, or a bill favorably reported for adoption, or a decision by any court rendered, or a ruling, regulation, proposed regulat ion or official statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter has been made or issued, to the effect that the Bonds or obligations of the general character of the Bonds of the District or the County or of any similar body of the type contemplated herein are not exempt from the registration, qualification or other requirements of the Securities Act as amended and then in effect, or that the Resolutions are not exempt from qualificatio n under the Trust Indenture Act of 1939, as amended and as then in effect; (4) legislation is introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligat ions of the general character of the Bonds, including any or all reasonable underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Bond Resolution is not exempt from qualificatio n under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and documentedthen in effect; (5) there shall have occurred any (i) declaration by the United States of a national or international emergency or war, fees and out-of-pocket expenses (ii) outbreak or escalation of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.hostilit ies,

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Capital Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary to consummate The Prospectus shall have been timely filed with the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Commission in accordance with Rule 430A of the terms thereof) Securities Act Regulations; and, at the Closing Date, the Registration Statement shall be in form and substance reasonably acceptable to, and have been executed declared effective and delivered by, each party thereto, provided, that, no stop order suspending the effectiveness of the Registration Statement or any provision part thereof shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission; and any request of any Definitive Document (other than as set forth the Commission for inclusion of additional information in the forms Registration Statement or the Prospectus shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. (b) The Underwriters shall have received, on the Closing Date, (A) a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date Definitive Document described with the same effect as if made on the Closing Date and the Company has complied in clauses (a) all material respects with all the agreements and (b) of satisfied in all material respects all the definition thereof conditions on its part to be performed or satisfied at or prior to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableClosing Date; (ii) None since the date of the Signing Date Definitive Documents shall have most recent financial statements included in the Registration Statement (exclusive of any supplement thereto), there has been terminated no material adverse change in the condition (financial or amendedother), restatedearnings, modified business or supplemented other than properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in accordance with the terms thereof;ordinary course of business, except as set forth in or contemplated in the Registration Statement (exclusive of any supplement thereto); and (iii) this Agreement shall be in full force no stop order suspending the effectiveness of the Registration Statement has been issued and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall no proceedings for that purpose have been satisfied instituted or waived are pending or, to each such officer's knowledge, are contemplated by the appropriate parties in accordance with their termsCommission; and (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) a certificate signed by each of the Administrators of the Trust to the effect of clauses (i) and (ii) above with respect to the Trust. (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Trust, the Company and its subsidiaries the effect of which is, in the judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Capital Securities as contemplated by the Registration Statement (exclusive of any amendment thereof). (d) The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇ & Wood LLP, special tax counsel for the Offerors, substantially in the form attached hereto as Exhibit A. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company, its subsidiaries and the Trust and certificates of public officials. (e) The Underwriters shall have received opinions, dated the Closing Date, of ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇, Esq., General Counsel to the Company, and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred EquityholdersCompany, (C) Ropes & Gray LLPsubstantially in the form attached hereto as Exhibit B-1 and B-2, respectively. Insofar as such opinions involve factual matters, such counsel may rely, to Adventthe extent such counsel deems proper, upon certificates of officers of the Company, its subsidiaries and the Trust, and certificates of public officials. (Df) ▇▇▇▇▇▇ The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Trust Company and Trust Delaware, substantially in the form attached hereto as Exhibit C. (g) The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇ & Wood LLP, counsel to Barclays the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Company as to laws of any jurisdiction other than the United States or the State of New York, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (B) counsel shall state in their opinion that they believe that they and the Administrative AgentUnderwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company, its subsidiaries and the Trust and certificates of public officials. (h) The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Offerors, substantially to the effect and in the form attached hereto as Exhibit D. (i) On the Closing Date, the Capital Securities shall be rated at least _____ by ▇▇▇▇▇'▇ Investor Service, Inc. ("Moody's") and ____ by Standard & Poor's Rating Services, a division of McGraw Hill, Inc. ("S&P"), and the Trust shall have delivered to the Underwriters a letter dated the Closing Date, from each such rating agency, or other evidence satisfactory to the Underwriters, confirming that the Capital Securities have such ratings; and on or prior to the Closing Date, no downgrading in the rating accorded the Capital Securities or any other debt securities of the Company by any "nationally recognized statistical rating organization" (as that term is defined by the Commission for the purposes of Rule 436(g)(2) under the Securities Act) shall have occurred, or any public announcement shall have been made that any such organization has under surveillance or review their ratings of the Capital Securities or any other debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), and if, in each case incurred any such case, the effect thereof in the reasonable judgment of the Underwriters makes it impracticable or inadvisable to proceed with the purchase of the Capital Securities. (j) At the time of the execution of this Agreement, the Underwriters shall have received a letter, dated such date, in form and substance reasonably satisfactory to them, from Ernst & Young LLP, independent public accountants of the Company, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Registration Statement as identified by the Representative. (k) At the Closing Date, the Representatives shall have received from Ernst & Young LLP a letter, dated as of the Closing Date, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (j) of this Section, except that the representation of their respective client specified date referred to shall be a date not more than three business days prior to the Closing Date. (l) Prior to the Closing Date, the Company shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request in connection with the negotiation, implementation, and closing offering of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsCapital Securities.

Conditions to Closing. The closing of the Transaction and the obligations of the parties Exclusive Managing Agent hereunder shall be subject, in connection therewith are subject to satisfaction of each the discretion of the Exclusive Managing Agent, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the SEC Effective Date and each Closing Date, true and correct in all material respects, and the condition that the Company shall have performed in all material respects all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Registration Statement shall have become and shall remain effective under the Act. (b) If required, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the Regulations. (c) All appropriate post-effective amendments to the Prospectus shall have been filed with the Commission and the Commission, on or before the relevant Subsequent Closing Date, either shall have raised no objections or comments thereto, or it shall have declared each of such post-effective amendments to be effective. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Exclusive Managing Agent. (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction The Company (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereofincluding its Subsidiaries) shall be not have sustained since the date of the latest audited financial statement included in form and substance reasonably acceptable tothe Prospectus, any loss or interference with its business, fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been executed and delivered byany change in the capital stock or long-term debt of the Company as a whole or any change, each party theretoor any development involving a prospective change, providedin or affecting the general affairs, thatprospects, any provision management, financial position, shareholders’ equity or results of any Definitive Document operations of the Company (other including its Subsidiaries) otherwise than as set forth or contemplated in the forms Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the reasonable judgment of the Exclusive Managing Agent so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date Definitive Document described on the terms and in clauses the manner contemplated by the Prospectus. (af) and (b) On or after the date hereof there shall not have occurred any of the definition thereof to following: (i) a suspension or material limitation in trading in securities generally on the extent exhibited to this Agreement) which has an adverse effect on HPS New York Stock Exchange or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; American Stock Exchange; (ii) None a general moratorium on commercial banking activities in any state declared by either Federal or state authorities; (iii) any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis if the effect of any such event specified in this clause in the reasonable judgment of the Signing Exclusive Managing Agent makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being issued at such Closing Date Definitive Documents on the terms and in the manner contemplated in the Prospectus; or (iv) such a material adverse change in general economic, political, financial or international conditions affecting financial markets in the United States having a material adverse impact on trading prices of securities in general, as, in the reasonable judgment of the Exclusive Managing Agent makes it inadvisable to proceed with the sale of the Shares through the Exclusive Managing Agent. (g) No action shall have been terminated taken and no statute, rule, regulation or amendedorder shall have been enacted, restatedadopted or issued by any federal, modified state or supplemented other than foreign governmental or regulatory authority that would, as of the applicable Closing Date, prevent the issuance or sale of the Shares, and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the applicable Closing Date, prevent the issuance or sale of the Shares. (h) The Exclusive Managing Agent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date to the effect that (as of the applicable Closing Date): (i) the conditions set forth in accordance with this Section 7 have been satisfied, (ii) the terms thereof; representations and warranties of the Company set forth in Section 1 hereof are accurate, (iii) this Agreement shall all agreements, conditions and obligations of the Company to be in full force and effect; performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the conditions precedent to Company and the Transaction Term Sheet and Subsidiaries have not sustained any Definitive Document shall have been satisfied material loss or waived by the appropriate parties in accordance interference with their terms respective businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefore have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Regulations which are not so included or incorporated by reference and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (x) the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company Parties and the Subsidiaries, taken as a whole; (y) the long term debt (if any) and capital stock of the Company or any of its Subsidiaries; or (z) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement and the Prospectus. (i) The Exclusive Managing Agent shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses received the favorable written opinion of (A) Milbank Arent Fox LLP, legal counsel to HPSfor the Company, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel dated as of the applicable Closing Date addressed to the Consenting Preferred EquityholdersExclusive Managing Agent in the form attached hereto as Exhibit A. (j) As of the applicable Closing Date, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇the Exclusive Managing Agent shall have received a “cold comfort” letter from G▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel LLP independent public accountants for the Company, dated, respectively, as of the date of delivery and addressed to Barclays the Exclusive Managing Agent and in form and substance satisfactory to the Exclusive Managing Agent and its counsel, confirming that they are independent certified public accountants with respect to the Company and its Subsidiaries within the meaning of the Act and the Administrative Regulations, and stating, as of the date of delivery (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter and, with respect to letters issued as of subsequent Closing Dates, confirming the conclusions and findings set forth in such prior letter. (k) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the terms and arrangements between the Company and the Exclusive Managing Agent. (l) The Company shall have furnished the Exclusive Managing Agent and its counsel with such other certificates, opinions or other documents as it may have reasonably requested. (m) If any of the conditions specified in each case incurred this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Exclusive Managing Agent or to its counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the representation Exclusive Managing Agent and its counsel, all obligations of their respective client in connection with the negotiationExclusive Managing Agent hereunder may be cancelled by the Exclusive Managing Agent at, implementationor at any time prior to, the consummation of the applicable Closing, and closing the obligations of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated Exclusive Managing Agent to act hereunder may be cancelled by the Definitive Documents; and (vii) the Fees and Expenses as Exclusive Managing Agent. Notice of such date cancellation shall be paid by given to the Company in writing, or by wire transfer or immediately available fundstelephone. Any telephonic notice shall be confirmed promptly thereafter in writing.

Conditions to Closing. The closing of 7.01. Conditions to the Transaction Parent’s and the Merger Sub’s Obligations. The obligations of the parties in connection therewith Parent and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each (or, if permitted by applicable Law, waiver by the Parent and the Merger Sub in writing) of the following conditionsconditions as of the Closing Date: (i) each The Company Fundamental Representations shall be true and correct in all respects (except, with respect to the representations and warranties set forth in Section 3.04(a), to the extent de minimis or except to the extent set forth on the Estimated Closing Statement and included in the determinations of Per Unit Closing Residual Cash Consideration and Per Unit Additional Merger Consideration) on the date hereof and at and as of the Closing Date Definitive Document as though made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case only as of such date) and (ii) all other representations and warranties of the Company contained in Article III of this Agreement shall be true and correct (without giving effect to any other documentation necessary limitation as to consummate “materiality” (including the Transaction word “material”) or “Material Adverse Effect” set forth therein) on the date hereof and at and as of the Closing Date as though made at and as of the Closing Date (other than those documents permitted except to the extent expressly made as of an earlier date, in which case only as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be executed so true and delivered on correct (giving effect to the applicable exceptions set forth in the Company Disclosure Schedules but without giving effect to any limitation as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) has not had, and would not have, a postMaterial Adverse Effect; (b) The Company shall have performed and complied with in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The Member Approval shall have been obtained; (d) Each of the Pre-closing basis Closing Transactions shall have been consummated in accordance with the terms thereofhereof immediately prior to the Closing; (e) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (f) The Transaction Approvals shall have been obtained and the waiting periods applicable thereto shall have terminated or expired; (g) The transactions contemplated by the Blocker Purchase Agreements shall be in form and substance reasonably acceptable toconsummated immediately prior to the Merger; (h) No judgment, and decree or order shall have been executed entered which would prevent the performance of this Agreement or the Blocker Purchase Agreements, declare unlawful the transactions contemplated by this Agreement or the Blocker Purchase Agreements or cause such transactions to be rescinded; (i) The Parent shall have received the payoff letters and Lien releases pursuant to Section 5.05 above; (j) The Company shall have delivered byto the Parent each of the following: (i) a certificate of an authorized officer of the Company in his or her capacity as such, each party thereto, provided, that, any provision of any Definitive Document (other than dated as set forth in the forms of the Closing Date Definitive Document described Date, stating that the conditions specified in clauses (aSections 7.01(a) and (b) of the definition thereof 7.01(b), as they relate to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving LendersCompany, as applicablehave been satisfied; (ii) None certified copies of resolutions evidencing the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with Member Approval (the terms thereof“Written Consent”); (iii) this Agreement shall be a duly executed certificate, in full force form and effect;substance as prescribed by Treasury Regulations promulgated under Code Section 1445, stating that the Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; and (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived certified copies of resolutions duly adopted by the appropriate parties in accordance with their terms (v) Company’s board of managers authorizing the Company Parties shall have paid or reimbursed any execution, delivery and all reasonable and documented, fees and out-of-pocket expenses performance of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated by the Definitive Documentshereby and thereby; and (viik) There shall not have been a Material Adverse Effect since the Fees and Expenses date hereof. If the Closing occurs, all Closing conditions set forth in this Section 7.01 which have not been fully satisfied as of such date the Closing shall be paid deemed to have been waived by the Company by wire transfer or immediately available fundsParent and the Merger Sub.

Conditions to Closing. The closing Underwriters have entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the Transaction County and the District contained herein and the performance by the District of its obligations hereunder, both as of the parties date hereof and as of the date of Closing. The Underwriters’ obligations under this Bond Purchase Agreement are and shall be subject, at the option of the Underwriters, to the following further conditions at the Closing: (a) The representations and warranties of the County and the District contained herein shall be true, complete and correct in connection therewith are subject all material respects at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to satisfaction the Underwriters at the Closing pursuant hereto shall be true, complete and correct in all material respects on the date of the Closing; and the County and the District shall be in compliance with each of the following conditions:agreements made by each of them, respectively, in this Bond Purchase Agreement; (b) At the time of the Closing, (i) each Closing Date Definitive Document the Official Statement, the Continuing Disclosure Certificate, this Bond Purchase Agreement, the District Resolution and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) County Resolution shall be in form full force and substance reasonably acceptable to, effect and shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the parties hereto; (ii) all actions under the Education Code which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the County and the District shall perform or have performed all of their respective obligations required under or specified in the District Resolution, the County Resolution, the Continuing Disclosure Certificate, or the Official Statement to be performed at or prior to the Closing; (c) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Bond Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the County or the District, is pending (in which service of process has been completed against the County or the District) or, to the best knowledge of the County or the District, threatened (either in state or federal courts) (i) seeking to restrain or enjoin the execution, sale or delivery of any of the Bonds, (ii) in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds or this Bond Purchase Agreement, or (iii) in any way contesting the existence or powers of the County or the District, or contesting in any way the completeness or accuracy of the Official Statement; (d) Between the date hereof and the Closing, the investment quality, the marketability or the market price of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected by reason of any of the following: (i) Legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (A) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended; (ii) The declaration of war or engagement in major military hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the effective operation of the government or the financial community in the United States; (iii) The declaration of a general banking moratorium by federal, New York or State authorities having jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national securities exchange, whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; (iv) The imposition by the conditions precedent New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Transaction Term Sheet and Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any Definitive Document shall have been satisfied or waived by the appropriate parties such restrictions now in accordance with their termsforce; (v) An order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the Company Parties Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (vi) The withdrawal or downgrading of any rating of the District’s outstanding indebtedness by a national rating agency; or (vii) Any event occurring, or information becoming known which, in the reasonable judgment of the Underwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (e) At or prior to the date of the Closing, the Underwriters shall have paid or reimbursed any received the following documents, in each case dated as of the Closing Date and all reasonable satisfactory in form and documented, fees and out-of-pocket expenses substance to the Underwriters: (i) An approving opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California (“Bond Counsel”), substantially in the form attached as Appendix C to the Official Statement, dated the Closing Date and addressed to the County and the District; (ii) A reliance letter from Bond Counsel to the effect that the Underwriters [and the Insurer] may rely upon the approving opinion described in subsection (e)(1) above; (iii) A certificate, signed by an appropriate official of the District, to the effect that (A) such official is authorized to execute this Bond Purchase Agreement and the Continuing Disclosure Certificate, (B) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the date of Closing, (C) the District has complied with all the terms of the District Resolution, the County Resolution, the Continuing Disclosure Certificate and this Bond Purchase Agreement to be complied with by the District prior to or concurrently with the Closing, (D) to the best of such official’s knowledge, no litigation is pending or threatened (either in state or federal courts) seeking to restrain or enjoin the execution, sale or delivery of any of the Bonds, in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds, the Continuing Disclosure Certificate or this Bond Purchase Agreement, or in any way contesting the existence or powers of the District, (E) such official has reviewed the Official Statement and on such basis certifies that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (F) each of the conditions listed in Section 12 of this Bond Purchase Agreement has been satisfied on the date hereof and the District is not aware of any other condition of this Bond Purchase Agreement that has not been satisfied on the date hereof, (G) the Bonds being delivered on the date of the Closing to the Underwriters under this Bond Purchase Agreement substantially conform to the descriptions thereof contained in the County Resolution and this Bond Purchase Agreement, and (H) no consent of any party is required for inclusion of the District’s audited financial statements for fiscal year ended June 30, [2012], in the Official Statement; (iv) The opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California, as disclosure counsel to Barclays the District (“Disclosure Counsel”), addressed to the District and the Administrative AgentUnderwriters, in each case incurred dated the Closing Date, to the effect that (A) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the County Resolution is exempt from qualification pursuant to the representation Trust Indenture Act of 1939, as amended[; provided, however, that no opinion need be expressed regarding the Insurance Policy], and (B) based on such counsel’s participation in conferences with representatives of the Underwriters, the District, the County, the Paying Agent, [the Insurer,] their respective client counsel, California Financial Services, the ▇▇▇▇▇▇▇ Group, and others, during which conferences the contents of the Official Statement and related matters were discussed (but with no inquiry made of other attorneys in such counsel’s firm not working directly on the issuance of the Bonds who may have information material to the issue), and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the District and the Underwriters, as a matter of fact and not opinion, that, during the course of its engagement as disclosure counsel no facts came to the attention of such counsel’s attorneys rendering legal services in connection with such representation which caused such counsel to believe that the negotiationOfficial Statement as of its date (except for any CUSIP numbers, implementationfinancial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, any information about feasibility valuation, appraisals, absorption, real estate or environmental matters, or any information about litigation, all Appendices (except Appendices A, C and closing D), or any information about [the Insurer, the Insurance Policy,] book-entry or DTC, included or referred to therein, as to which such counsel need express no opinion or view) contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the Transactioncircumstances under which they were made, not misleading; (v) The Continuing Disclosure Certificate signed by an appropriate official of the District substantially in the form appended to the Official Statement; (vi) approval A certificate signed by Topco stockholders appropriate officials of the Transaction County to the effect that (A) such officials are authorized to execute and to approve this Bond Purchase Agreement, (B) the representations, agreements and warranties of the County herein are true and correct in all material respects as of the date of Closing, (C) the County has complied with all the terms of the County Resolution and this Bond Purchase Agreement to be complied with by the County prior to or concurrently with the Closing and such documents are in full force and effect, (D) such official has reviewed the information contained in the Official Statement under the heading entitled “ORANGE COUNTY INVESTMENT POOL” and on such basis certifies that the information contained in the Official Statement under the heading entitled “ORANGE COUNTY INVESTMENT POOL” does not contain any untrue statement of a material fact concerning the County required to be stated therein or omit to state a material fact necessary to make the statements concerning the County therein, in the light of the circumstances in which they were made, not misleading; and (E) the Bonds being delivered on the date of the Closing to the Underwriters under this Bond Purchase Agreement substantially conform to the descriptions thereof contained in the County Resolution and this Bond Purchase Agreement; (vii) A non-arbitrage certificate of the District in form satisfactory to Bond Counsel; (viii) Evidence satisfactory to the Underwriters that [(A) the Bonds shall have been rated “ ” by ▇▇▇▇▇’▇ Investors Service (or such other equivalent rating as such rating agency may give) and “ ” by Standard & Poor’s (or such other equivalent rating as such rating agency may give) based upon the issuance of a municipal bond insurance policy with respect to the Bonds and that such ratings have not been revoked or downgraded, and (B)] the Bonds shall have been rated “ ” by ▇▇▇▇▇’▇ Investors Service (or such other equivalent rating as such rating agency may give) and “ ” by Standard & Poor’s (or such other equivalent rating as such rating agency may give) and that such ratings have not been revoked or downgraded; (ix) The opinion of ▇▇▇▇▇▇▇▇, Andelson, ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, Sacramento, California, as counsel to the District (“District Counsel”), addressed to [the Insurer,] the District, the County and the other transactions contemplated Underwriters, dated the Closing Date, to the effect that: (A) the District is a school district validly existing under the Constitution and the laws of the State of California; (B) the District Resolution approving and authorizing the execution, sale and delivery of the Bonds and the execution, delivery and performance by the Definitive DocumentsDistrict of this Bond Purchase Agreement and the Continuing Disclosure Certificate was duly adopted at a meeting of the Board of Trustees, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time of adoption; (C) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body, pending (in which service of process has been completed against the District) or threatened against the District, in any way contesting or affecting the validity of the District Resolution, the Continuing Disclosure Certificate or this Bond Purchase Agreement or contesting the powers of the District to enter into or perform its obligations under such agreements; (D) to the best of such firm’s knowledge, the issuance of the Bonds and the execution, delivery and performance of this Bond Purchase Agreement and the Continuing Disclosure Certificate do not and will not conflict with or constitute on the part of the District a material breach of, or a material default under any agreement, indenture, mortgage, lease or other instrument to which the District is subject or by which it is bound or any existing court order or consent decree to which the District is subject; (E) this Bond Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the District and, assuming due authorization, execution and delivery by the other respective parties thereto, if any, such agreements constitute legal, valid and binding agreements of the District enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought, and by the limitations on legal remedies imposed on actions against school districts in the State; and (viiF) to the Fees and Expenses as best of such date shall be paid by the Company by wire transfer or immediately available funds.such

Conditions to Closing. The closing obligation of the Transaction Initial Purchaser under this Agreement to purchase the Purchased Notes will be subject to (i) the accuracy as of the date hereof and the obligations Closing Date (as if made on the Closing Date) of the parties in connection therewith are subject to representations and warranties on the part of the Issuer hereunder, (ii) the performance by the Issuer of its obligations hereunder and (iii) the satisfaction of each of the following conditionsadditional conditions precedent, in each case, as determined to the satisfaction of the Initial Purchaser: (ia) each Prior to the Closing Date, the Issuer shall have prepared and delivered the Final Offering Circular to the Initial Purchaser for delivery to prospective investors in the Purchased Notes. (b) The Closing Date Definitive Document and any other documentation necessary occurs on or prior to consummate the Transaction November 16, 2018. (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereofc) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of On the Closing Date Definitive Document described in clauses (ai) the Class A Notes have been assigned a rating of "AAA(sf)" by S&P and "AAAsf" by Fitch, (ii) the Class B Notes have been assigned a rating of at least "AA(sf)" by S&P, (iii) the Class C-1 Notes and the Class C-2 Notes have been assigned a rating of at least "A(sf)" by S&P and (biv) the Class D Notes have been assigned a rating of at least "BBB-(sf)" by S&P. (d) The Initial Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an authorized officer of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Issuer, in form and substance reasonably satisfactory to HPS the Initial Purchaser, to the effect that the representations and warranties of the Issuer contained in this Agreement are true and correct as of the Closing Date and that the Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Required Revolving Lenders, Closing Date. The authorized officer signing and delivering such certificate may rely upon the best of his knowledge as applicable;to proceedings threatened. (iie) None The Initial Purchaser shall have received on the Closing Date an opinion of Clar▇ ▇▇▇l ▇▇▇, Delaware counsel to the Issuer, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (f) The Initial Purchaser shall have received on the Closing Date a duly executed Officer's Certificate of the Signing Collateral Manager, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (g) The Initial Purchaser shall have received on the Closing Date Definitive Documents opinions of Dechert LLP, special United States counsel for the Issuer, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (h) The Initial Purchaser shall have received on the Closing Date opinions of Dechert LLP, counsel to the Collateral Manager and special tax counsel to the Issuer, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (i) The Initial Purchaser shall have received on the Closing Date an opinion of Alst▇▇ & ▇ird LLP, counsel to the Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser. (j) The Indenture shall have been terminated or amendedexecuted and delivered by the parties thereto in form reasonably satisfactory to the Initial Purchaser, restated, modified or supplemented other than in accordance with an executed version of the terms thereof; (iii) this Agreement Indenture shall have been delivered to the Initial Purchaser and the Indenture shall be in full force and effect;. (ivk) The Transaction Documents shall have been executed and delivered by the parties thereto in form reasonably satisfactory to the Initial Purchaser, executed versions of such agreements shall have been delivered to the Initial Purchaser and each such agreement shall be in full force and effect. (l) The Initial Purchaser shall have received satisfactory evidence that the Issuer has issued the Notes and the Initial Purchaser shall have received the related representation letters, if any. (m) The Issuer shall have executed and delivered the letter of representation with respect to the Notes (as applicable) in form reasonably satisfactory to the Initial Purchaser. (n) The Initial Purchaser shall have received payment in immediately available funds of the Structuring and Advisory Fee and the Initial Purchaser and such other parties referred to in Section 7 hereof shall have received payment in immediately available funds of the fees and the expenses described in Section 7. (o) Each of the conditions precedent to the Transaction Term Sheet and any Definitive Document issuance of the Notes set forth in Section 3.1 of the Indenture shall have been be satisfied or waived by the appropriate parties Initial Purchaser as of the Closing Date. (p) There shall not have occurred any change, or any development involving a prospective change, in accordance with the condition, financial or otherwise, or in the earnings, business or operations, of the Issuer or the Collateral Manager and their termsrespective subsidiaries that, in the Initial Purchaser's reasonable judgment, is material and adverse and that makes it, in the Initial Purchaser's reasonable judgment, impracticable to market, trade or settle any of the Notes. (q) The Notes are qualified for offer and sale under the securities laws of such jurisdictions as the Initial Purchaser has requested. (r) None of the following events shall have occurred: (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or Euronext Dublin, (ii) trading of any securities of the Issuer shall have been suspended on any substantial U.S. exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States, the United Kingdom or the Cayman Islands shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State or Cayman Islands authorities or (v) the Company Parties there shall have paid occurred any outbreak or reimbursed escalation of hostilities, or any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agentchange in financial markets or any calamity or crisis that, in each case incurred pursuant the reasonable judgment of the Initial Purchaser, is materially adverse and which, singly or together with any other event specified in clause (v), makes it, in the reasonable judgment of the Initial Purchaser, impracticable or inadvisable to the representation of their respective client in connection proceed with the negotiationoffer, implementation, and closing sale or delivery of the Transaction; (vi) approval by Topco stockholders of Notes on the Transaction terms and in the other transactions manner contemplated by in the Definitive Documents; and (vii) Final Offering Circular. The Issuer will furnish the Fees and Expenses as Initial Purchaser with such conformed copies of such date shall be paid by the Company by wire transfer or immediately available fundsopinions, certificates, letters and documents as any of them may reasonably request.

Conditions to Closing. The closing obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the Transaction following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article 3 and the obligations information set forth in the schedules to this Agreement (as such schedules may have been revised and updated between the Effective Date and the Closing Date and accepted by Buyer, if applicable, pursuant to Section 5.2) shall be materially true and correct as of the Closing Date as though made on the Closing Date, and Sellers shall have delivered to Buyer a certificate to that effect; (b) Sellers shall have performed or complied with all of the covenants and agreements required under this Agreement, and Sellers shall have delivered to Buyer a certificate to that effect; (c) No order of any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby, and there shall not have been threatened, nor shall there be pending, any action or proceeding by or before any court or governmental agency or other regulatory or administrative agency or commission challenging any of the transactions contemplated by this Agreement or seeking monetary relief by reason of the consummation of such transactions; (d) Sellers shall have executed and delivered to Buyer original or facsimile counterparts of each Transaction Document to which it is a party (in accordance with the provision in Section 8.1 permitting the use of facsimile copies); (e) The governmental approvals and consents by third parties set forth on Schedule 6.1(e) shall have been obtained and no such approval or consent shall have been conditioned upon the modification in connection therewith are subject any material respect, cancellation or termination of any Material Contract, Lease or Permit or shall impose on Buyer, the Company or the FBOs any material condition, provision, fee or requirement not presently imposed upon the Company or the FBOs or any condition, provision or requirement that would be materially more restrictive after the Closing than the conditions, provisions and requirements presently imposed on the Company or the FBOs, as the case may be; provided, however, that if the Federal Communications Commission consents set forth on such Schedule 6.1(e) have not been obtained within 60 days after the Effective Date, such consents shall no longer be considered to satisfaction be a condition to closing under this Agreement; (f) Buyer shall have received reasonable confirmation from Sellers of the absence of any and all deeds of trust, assignments of rents, security agreements, Uniform Commercial Code filings (including, but not limited to, the termination of Financing Statement No. 9928660657 set forth on Schedule 3.8(d), but excluding any such filings relating to any other Encumbrances of Personal Property set forth on Schedule 3.8(d)) and fixture filings affecting the Company or either of the FBOs or their respective Facilities or Businesses; (g) Sellers shall have delivered an opinion of counsel, dated as of the Closing Date and addressed to Buyer, substantially in the form set forth as EXHIBIT "C", with respect to (i) the due authorization, execution, delivery and enforceability of this Agreement as to Merced and (ii) no conflicts between Sellers' obligations under this Agreement and Merced's Charter Documents; (h) Buyer shall have received the resignation of Affeldt as an officer of the Company and each of the following conditions:FBOs; (i) Each of the Sellers shall have delivered to Buyer a tax certificate complying with Treas. Reg. Section 1.1445-2(b)(2) stating that such Seller is not a "foreign person" within the meaning of Section 1445 of the Code; (j) Buyer shall have received (i) good standing certificates and foreign qualification certificates, if any, for Merced, the Company and each Closing Date Definitive Document FBO, (ii) copies of the Charter Documents of each Company and each FBO, and (iii) resolutions or instruments of Merced authorizing the execution, delivery and performance by Merced of this Agreement and the transactions contemplated by this Agreement, and an incumbency certificate evidencing the authority and specimen signature of each authorized person of Merced executing this Agreement and any other documentation necessary certificate provided pursuant to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, this Section 6.1 each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS Buyer and certified by an authorized person of Sellers or Merced alone, as appropriate, as of the Closing Date. Such certification shall state that such Charter Documents and resolutions (or other authorizing actions or instruments) have not been amended, modified, revoked or rescinded and are in full force and effect on and as of the Closing Date and that all company proceedings required to be taken on the part of the Sellers, the Company and the FBOs, if any, in connection with the transactions contemplated by this Agreement have been duly authorized and taken; (k) Company shall have sold, transferred, distributed or otherwise disposed of LQA or 100% of the membership interests of LQA and Buyer shall have received documentation, in form and substance reasonably satisfactory to Buyer, providing for the sale, transfer, distribution or other disposition of LQA or 100% of the membership interests of LQA prior to the Closing, on terms and conditions that do not impose on Buyer, the Company or the Required Revolving LendersFBOs any condition, provision, limitation, obligation, liability (whether matured or unmatured) or requirement and such documentation shall include an unconditional release by the assignee, transferee or distributee of any and all claims, losses, damages, causes of actions or charges against the Company and the FBOs with respect to the LQA business or arising from, related to, or in connection with such sale, transfer, distribution or other disposition of LQA or the membership interests of LQA, as applicable;. (iil) None PSP's Franchise Agreement with Million Air Interlink, Inc. dated as of the Signing Date Definitive Documents November 1, 1999, shall have been terminated at Sellers' sole cost and expense, on terms and conditions that do not impose on Buyer, the Company or amendedthe FBOs any continuing conditions, restated, modified limitations or supplemented other than in accordance with the terms thereofobligations; (iiim) this Agreement Sellers shall be in full force have delivered to Buyer three (3) business days prior to the Closing Date, a written statement setting forth the principal amount and effectthe accrued interest owing under the Merced Note, the Phegley Note and the Foster Note, duly executed by each Seller; (ivn) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇Buyer sh▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel ve agreed with Sellers upon (i) the amount of the Base Net Working Capital against which the Net Working Capital of the FBOs as of the Effective Time will be measured to determine any adjustment to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, Purchase Price and (Dii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe principles, counsel to Barclays specifications and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, methodologies for determining Net Working Capital and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsBase Net Working Capital; and (viio) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsThere has not been any Material Adverse Change.

Conditions to Closing. The closing Underwriters have entered into this Purchase Agreement in reliance upon the representations and warranties of the Transaction District contained herein and the performance by the District of its obligations hereunder, both as of the parties in connection therewith are subject to satisfaction of each date hereof and as of the date of Closing. The Underwriters’ obligations under this Purchase Agreement are and shall be subject, at the option of the Underwriters, to the following conditionsfurther conditions at the Closing: A. The representations and warranties of the District contained herein shall be true, complete and correct at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Underwriters at the Closing pursuant hereto shall be true, complete and correct on the date of the Closing; and the District shall be in compliance with the agreements made by it in this Purchase Agreement. B. At the time of the Closing, (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) District Documents shall be in form full force and substance reasonably acceptable to, effect and the Resolution and the Official Statement shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the parties hereto; (ii) all actions under the Bond Law which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; (iii) the District shall have adopted, and there shall be in full force and effect such additional resolutions, agreements, opinions and certificates as shall be satisfactory in form and substance to Bond Counsel to the District and to the Underwriters, and there shall have been taken in connection therewith and in connection with the execution and delivery of the Bonds all such actions as shall, in the reasonable opinion of each, be necessary in connection with the transactions contemplated hereby; (iv) all actions under the Resolution which, in the opinion of Bond Counsel to the District, shall be necessary in connection with the transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; (v) the Bonds shall have been duly authorized, executed and delivered; and (vi) the District shall perform or have performed all of its obligations required under or specified in the District Documents to be performed at or prior to the Closing. C. No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the District, be pending (in which service of process has been completed against the District) or threatened which has any of the effects described in Section 7(F) hereof or contests in any way the completeness or accuracy of either the Preliminary Official Statement or the Official Statement. D. Between the date hereof and the Closing, the market for or the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected by reason of any of the following: (1) legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; or (ii) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (iv2) the conditions precedent declaration of war or engagement in major military hostilities or escalation of hostilities by the United States or the occurrence of any other national or international emergency or calamity or crisis relating to the Transaction Term Sheet effective operation of the government or the financial community in the United States; (3) the declaration of a general banking moratorium by federal, New York or State authorities having jurisdiction, or the general suspension of trading on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national securities exchange, whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any Definitive Document other governmental authority having jurisdiction, or a material disruption in commercial banking or securities settlement or clearance services shall have occurred; (4) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force; (5) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the Federal securities laws, as amended and then in effect or any proceeding shall have been satisfied commenced, against the District, in connection with Bonds or waived obligations of the general character of the Bonds of the District, by the appropriate Securities and Exchange Commission or other governmental agency having jurisdiction over the issue, offering or sale thereof; (6) any rating of the Bonds has been downgraded, suspended or withdrawn by a national rating service that rated the Bonds or a negative qualification (e.g., “credit watch” or “negative outlook” designation) or other announcement has been made by a national rating service that rated the Bonds that the Bonds are under review without indication of a potentially favorable result, which, in the reasonable opinion of the Representative, materially adversely affects the marketability or market price of the Bonds; (7) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or (8) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the District. E. At or prior to the date of the Closing, the Underwriters shall have received the following documents, in each case dated as of the Closing Date unless otherwise specified herein and satisfactory in form and substance to the Underwriters: (1) The approving opinion of Bond Counsel with respect to the Bonds, dated the Closing Date and addressed to the District, substantially in the form attached as Appendix D to the Preliminary Official Statement; (2) A reliance letter from Bond Counsel addressed to the Representative to the effect that the Underwriters may rely upon the approving opinion of Bond Counsel described in E. (1) above; (3) A supplemental opinion of Bond Counsel in a form acceptable to the Underwriters, dated the Closing Date and addressed to the Underwriters, to the effect that: (i) assuming due authorization, execution and delivery by all the parties thereto, the Resolution, this Purchase Agreement, the Escrow Agreement and the Continuing Disclosure Certificate have each been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding obligations of the District and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws affecting generally the enforcement of creditors’ rights and except as their enforcement may be subject to the application of equitable principles and the exercise of judicial discretion in appropriate cases if equitable remedies are sought (provided that no opinion need be rendered regarding the adequacy of the Continuing Disclosure Certificate for purposes of the Rule) and by limitations on the enforcement of legal remedies against public agencies in the State of California; (vii) the Company Parties shall have paid or reimbursed statements contained in the Official Statement under the captions “The Bonds” (excluding any and all reasonable information relating to The Depository Trust Company and documentedits book-entry system and the County Treasury Pool set forth in Appendix F), fees “Security and out-of-pocket expenses Sources of Payment for the Bonds – General Description” and “Tax Matters,” excluding any material that may be treated as included under such captions by cross- reference, to the extent they purport to summarize certain provisions of the Bonds, the Resolution and or the exemption of interest on the Bonds for State income tax purposes, fairly and accurately summarize the matters purported to be summarized thereto; and (iii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (4) A defeasance opinion of Bond Counsel, dated the Closing Date and addressed to the District, to the effect that, upon the deposit of cash and certain proceeds of the Bonds into the escrow fund established under the Escrow Agreement, all as provided in the resolutions pursuant to which the Prior Bonds were issued, all agreements and covenants and the District and the County to the owners of the Prior Bonds shall have been satisfied, discharged terminated. In rendering this opinion, Bond Counsel may rely on a verification report as to the mathematical accuracy of the schedules with respect to the sufficiency of the escrow funds established to pay the Prior Bonds and will not independently verify the accuracy of the information contained in the verification report; (5) The duly executed Escrow Agreement and Continuing Disclosure Certificate; (6) The Verification Report; (7) A certificate signed by an appropriate official of the District to the effect that (i) such official is authorized to execute this Purchase Agreement, the Escrow Agreement, the Official Statement and the Continuing Disclosure Certificate, (ii) the representations, agreements and warranties of the District herein are true and correct as of the date of Closing, (iii) the District has complied with all the terms of the District Documents to be complied with by the District prior to or concurrently with the Closing and the District Documents are in full force and effect, (iv) no litigation is pending (with service of process having been accomplished) or, to the best of the District’s knowledge, threatened (either in state or federal courts): (A) Milbank LLPseeking to restrain or enjoin the execution, counsel to HPSsale or delivery of any of the Bonds, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPin any way contesting or affecting the authority for the execution, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing sale or delivery of the Transaction; (vi) approval by Topco stockholders of Bonds, the Transaction and Official Statement, the other transactions contemplated by Escrow Agreement, the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer Continuing Disclosure Certificate or immediately available funds.this Purchase Agreement, or

Conditions to Closing. The closing of County shall not be obligated to take any action under the Transaction Loan Documents and authorize the obligations of the parties in connection therewith are subject Title Company to satisfaction of each of proceed towards Construction Closing unless the following conditionsconditions precedent are satisfied prior to Construction Closing: (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Agreement; (b) The County has received a copy of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lendersauthorizing resolutions from Borrower, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) authorizing ▇▇▇▇▇ ▇▇▇▇ & ▇'s execution of the Loan Documents and the transactions contemplated by this Agreement; (c) There exists no material adverse change in the financial condition of Borrower from that shown by the financial statements and other data and information furnished by Borrower to the County prior to the date of this Agreement; (d) Borrower has furnished the County with: (i) the construction bonds meeting the requirements of Section 3.1; and (ii) evidence of the insurance coverage meeting the requirements of Section 4.10 below; (e) ▇▇▇▇▇▇▇▇ LLP, counsel has executed and delivered to the Consenting Preferred EquityholdersCounty the Note, (C) Ropes & Gray LLP, counsel to Adventthe Deed of Trust, and the Regulatory Agreement; and the Deed of Trust, and Regulatory Agreement have been, or will be concurrently with the Construction Closing, recorded against the Property in the Official Records in a lien position acceptable to the County; (Df) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPhas executed and delivered to the County all other documents, counsel instruments, and policies required under the Loan Documents; (g) The Title Company is unconditionally and irrevocably committed to Barclays issuing to the County a 2006 ALTA Lender's Policy of title insurance insuring the priority of the Regulatory Agreement, and the Administrative Agent, Deed of Trust in each case incurred pursuant the amount of the County Loan subject only to such exceptions and exclusions as may be reasonably acceptable to the representation County, and containing such endorsements as the County may reasonably require. The Borrower shall provide whatever documentation (including an indemnification agreement), deposits or surety is reasonably required by the Title Company in order for the County's Deed of their respective client Trust to be senior in lien priority to any mechanics liens in connection with any start of construction that has occurred prior to the negotiation, implementation, and closing recordation of the TransactionDeed of Trust against the Property in the Official Records; (vih) approval by Topco stockholders of Borrower has closed on the Transaction Development Financing, and the other transactions contemplated by Borrower has executed the Definitive DocumentsPartnership Agreement in which the Investor Limited Partner is obligated to provide Borrower the Tax Credit Investor Equity; (i) Borrower has reimbursed the County for certain County staff time and County outside counsel fees related to the Development in the amount of Twenty-Five Thousand Dollars ($25,000) (this condition may be satisfied in conjunction with the Construction Closing); and (viij) the Fees and Expenses as of such date shall be paid If requested by the Company by wire transfer County, the County has received a written draw request from the Borrower, and setting forth the proposed uses of funds consistent with the County approved Development Budget, the amount of funds needed, and, where applicable, a copy of the bill or immediately available fundsinvoice covering a cost incurred or to be incurred. Provided the conditions set forth above have been satisfied, the County shall disburse the County Loan. The Borrower shall satisfy all conditions precedent to the funding of the Loan no later than October 31, 2021.

Conditions to Closing. The closing (a) At or before Closing, and contemporaneously with the acceptance of delivery of the Transaction and Bonds, the obligations of District will provide to the parties in connection therewith are subject to satisfaction of each of the following conditionsUnderwriter: (i1) each a certificate, signed by an official of the District, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as of its date and at the time of Closing Date Definitive Document did not and does not, to the best of the knowledge of said official, contain any other documentation untrue statement of a material fact or omit to state a material fact necessary in order to consummate make the Transaction (other than those documents permitted statements made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the purchaser of the Bonds to be executed and delivered on a post-closing basis rely upon the Official Statement in accordance connection with the terms thereofresale of the Bonds; excluding in each case any information contained therein relating to DTC or its book-entry only system; CUSIP numbers of the Bonds; information contained therein describing the investment policy of the City and County of San Francisco, its current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the Treasurer); and information provided by the Underwriter regarding the prices or yields at which the Bonds were re-offered to the public, as to all of which the District expresses no view. (2) shall be a certificate, signed by an official of the City and County of San Francisco, confirming to the Underwriter that the Preliminary Official Statement as of its date did not, and the Official Statement as of its date and at the time of Closing did not and does not, to the best of the knowledge of said official, solely with respect to the information contained therein describing the City and County of San Francisco’s investment policy, current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the Treasurer), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (3) a certificate signed by an appropriate official of the District in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document satisfactory to the Underwriter to the effect that (other than as set forth in i) the forms official signing this Purchase Contract on behalf of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof District is authorized to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; do so (ii) None the representations, agreements and warranties of the Signing Date Definitive Documents shall have been terminated or amendedDistrict herein are true and correct in all material respects as of the date of Closing, restated, modified or supplemented other than in accordance with the terms thereof; (iii) the District has complied with all the terms of the District Resolution, the Paying Agent Agreement and this Agreement shall Purchase Contract to be complied with by the District prior to or concurrently with the Closing and such documents are in full force and effect; effect as of the Closing Date, and (iv) the conditions precedent Bonds being delivered on the Closing Date to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by Underwriter under this Purchase Contract conform to the appropriate parties descriptions thereof contained in accordance with their termsthe Paying Agent Agreement in all material respects. (v4) a certificate, signed by an official of the District (or an opinion of counsel to the District), confirming to the Underwriter that, as of the date of this Purchase Contract and at the time of Closing, there is no litigation pending, with service of process completed, or, to the best of the knowledge of said person, threatened, concerning the validity of the Bonds, the levy of taxes to repay the Bonds or the application of tax proceeds to that purpose, the corporate existence of the District, or the entitlement of the officers of the District who have signed the Bonds and the various certificates and agreements of the District relating to the issuance and sale of Bonds, to their respective offices. (5) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Bond Counsel with respect to the issuance of the Bonds (“Bond Counsel”), addressed to the District, approving the validity of the Bonds, substantially in the form set forth as Appendix D to the Official Statement. (6) a supplemental opinion of Bond Counsel in a form acceptable to the Underwriter, substantially in the form set forth as Appendix B herein. (7) an opinion of [Underwriter’s Counsel], counsel for the Underwriter (“Underwriter’s Counsel”), dated the date of Closing and addressed to Barclays the Underwriter, satisfactory in form and substance to the Underwriter. (8) the duly executed Tax Certificate of the District, dated the date of Closing, in form satisfactory to Bond Counsel. (9) the receipt of the District or its agent confirming payment by the Underwriter of the Purchase Price of the Bonds. (10) the duly executed Continuing Disclosure Certificate of the District, in substantially the form attached as Appendix E to the Preliminary Official Statement. (11) a certified copy of the adopted District Resolution. (12) an executed copy of the Paying Agent Agreement. (13) a certificate signed by an Authorized District Representative evidencing his or her determination with respect to the Preliminary Official Statement in accordance with the Rule. (14) an executed copy of this Purchase Contract. (15) an executed copy of the Official Statement. (16) the letter of ▇▇▇▇▇’▇ Investors Service (“Moody’s”) and S&P Global Ratings (“S&P”), to the effect that such rating agencies have rated the Bonds “[ ]” and “[ ],” respectively (or such other equivalent rating as such rating agency may give), and that such ratings have not been revoked or downgraded. (17) a certificate signed by a District official setting forth a projection evidencing that tax rates with respect to the Bonds are projected not to exceed $60.00 per $100,000 of assessed value during the term of the Bonds, and a certificate signed by an official of the City and County of San Francisco confirming that the District is in compliance with applicable bonding capacity limitations. (18) such additional opinions, certificates, and documents as Bond Counsel, or the Underwriter or Underwriter’s Counsel may reasonably request to evidence the truth and correctness, as of the Closing Date, of the representations of the parties contained herein, and of the District contained in the Official Statement, and the Administrative Agentdue performance or satisfaction by the parties at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. (b) At or before Closing, and contemporaneously with the acceptance of delivery of the Bonds and the payment of the Purchase Price thereof, the Underwriter will provide to the District: (1) the receipt of the Underwriter, in each case incurred pursuant form satisfactory to the representation District and signed by an authorized officer of their respective client in connection with the negotiationUnderwriter, implementationconfirming delivery of the Bonds to the Underwriter and the satisfaction or waiver of all conditions and terms of this Purchase Contract by the District, and closing confirming to the District that as of the Transaction;Closing Date all of the representations of the Underwriter contained in this Purchase Contract are true, complete and correct in all material respects. (vi2) approval by Topco stockholders the certification of the Transaction and Underwriter, in form satisfactory to Bond Counsel, regarding the other transactions contemplated by prices at which the Definitive Documents; and (vii) Bonds have been reoffered to the Fees and Expenses public, as of such date shall be paid by the Company by wire transfer or immediately available fundsdescribed in Section 3 hereof.

Conditions to Closing. 1. The closing obligation of each Investor to purchase and pay for the Transaction and Shares being purchased by it on the obligations of the parties in connection therewith are Closing Date is, at its option, subject to satisfaction of each the satisfaction, on or before such date, of the following conditions: (ia) each Closing Date Definitive Document The representations and any other documentation necessary to consummate warranties of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Company contained in accordance with the terms thereof) Section B hereof shall be in form true and substance reasonably acceptable to, correct on and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) with the same effect as though such representations and warranties had been made on and as of such date, and the Company shall have certified to such effect to the Investors; (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents The Investors shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLPreceived from Shearman & Sterling, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to for the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to AdventCompany, and (D) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative AgentManager, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing Legal Affairs of the TransactionCompany, legal opinions dated the Closing Date in substantially the form of Exhibit C-1 and C-2 hereto, respectively; (vic) approval The Company shall have performed and complied with all agreements and conditions contained herein required to be performed or complied with by Topco stockholders it prior to or at the Closing Date, and the Company shall have certified to such effect to the Investors; (d) Certified copies of (A) the resolutions of the Transaction Board of Directors of the Company approving this Agreement and the Registration Rights Agreement and the transactions contemplated hereby and thereby, (B) all documents evidencing other necessary corporate action and government approvals, if any with respect to this Agreement, (C) the certificate of incorporation and by-laws of the Company, and (D) a good standing certificate with respect to the Company from the Secretary of State (or similar official) of the State of Washington; (e) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of its officers authorized to sign this Agreement and the Registration Rights Agreement and the other transactions contemplated documents to be delivered by it hereunder; (f) On the Definitive DocumentsClosing Date, the Company shall have executed and delivered the Registration Rights Agreement; and (viig) The Company shall have received Subscriptions from Investors totalling not less than $9,500,000. 2. The obligation of the Fees Company to issue and Expenses sell the Shares being issued and sold by it on the Closing Date is, at its option, subject to the satisfaction, on or before such date, of the following conditions: (a) The representations and warranties of the Investors contained in Section C hereof shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date date; and (b) The Company shall be paid by the Company by wire transfer or immediately available fundshave received Subscriptions from Investors totalling not less than $9,500,000.

Conditions to Closing. The closing obligations hereunder of the Transaction Company, on the one hand, and each of the Purchasers, on the other hand, at the Initial Closing and the obligations of the parties in connection therewith Second Closing are subject to satisfaction (a) the accuracy of the representations and warranties of the other as of the date hereof and as of the Initial Closing date and the Second Closing date, as the case may be, as if such representations and warranties had been made on and as of such dates, (b) the performance by the other of its or their obligations hereunder that are required to be performed at or prior to the Initial Closing or the Second Closing as the case may be, (c) the Registration Rights Agreement being executed and delivered by the Company and each of the following conditions: (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable toPurchasers, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement thereupon shall be in full force and effect; , (ivd) this Agreement being executed and delivered by the Company and each of the Purchasers, and thereupon shall be in full force and effect and (e) the conditions precedent to the Transaction Term Sheet and any Definitive Document Purchasers shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses received a standard legal opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred EquityholdersCompany dated as of the Initial Closing date and the Second Closing date, as the case may be, as to the matters set forth in Sections 4(a), (Cb), (c) Ropes & Gray LLP, counsel to Advent, and (Do) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPand as to exemption from the registration requirements of the Securities Act of the sale of the Shares and (g) with respect to the Second Closing only, counsel to Barclays the Company obtaining the required stockholder approval as set forth in Rule 4350(i) of the Marketplace Rules of the National Association of Securities Dealers (the “Required Stockholder Approval”). The Company’s and the Administrative AgentPurchasers’ obligation to complete the purchase and sale of the Shares to be issued and sold at the Second Closing shall terminate if (i) the Required Shareholder Approval is not obtained at the special meeting of stockholders duly called for the purpose of obtaining such approval, or any continuance thereof, whether by adjournment, postponement or otherwise, (ii) or (ii) the Second Closing has not occurred on or before the 70th day following the date of this Agreement unless extended on or prior to such 70th day by a majority in each case incurred pursuant interest of the Purchasers (based on the purchase commitments set forth in the Schedule of Investors) (provided however, that no such extension will be effective with respect to the representation obligations of their respective client any Purchaser unless such Purchaser has consented in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundswriting).

Conditions to Closing. (a) The closing Underwriters have entered into this Purchase Agreement in reliance upon the representations and warranties of the Transaction District contained herein and the performance by the District of its obligations hereunder, both as of the parties date hereof and as of the Closing. The Underwriters’ obligations under this Purchase Agreement are and shall be subject at the option of the Underwriters, to the following further conditions at the Closing: (1) The representations and warranties of the District contained herein shall be true, complete and correct in connection therewith are subject all material respects at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to satisfaction of the Underwriters at the Closing pursuant hereto shall be true, complete and correct in all material respects on the Closing Date; and the District shall be in compliance with each of the following conditions:agreements made by it in this Purchase Agreement; (2) At the time of the Closing, (i) each Closing Date Definitive Document the Official Statement and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) District Documents shall be in form full force and substance reasonably acceptable to, effect and shall not have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than except as may have been agreed to in accordance writing by the parties hereto; (ii) all actions under the Act which, in the opinion of Bond Counsel, shall be necessary in connection with the terms thereof; (iii) this Agreement transactions contemplated hereby, shall have been duly taken and shall be in full force and effect; and (iii) the District shall perform or have performed all of its obligations required under or specified in the District Documents or the Official Statement to be performed at or prior to the Closing; (3) No decision, ruling or finding shall have been entered by any court or governmental authority since the date of this Purchase Agreement (and not reversed on appeal or otherwise set aside), or to the best knowledge of the District, shall be pending (in which service of process has been completed against the District) or threatened (either in state or federal courts) (i) seeking to restrain or enjoin the execution, sale or delivery of any of the Bonds, (ii) in any way contesting or affecting the authority for the execution, sale or delivery of the Bonds, this Purchase Agreement, the Escrow Agreement or the Continuing Disclosure Certificate, or (iii) in any way contesting the existence or powers of the District, or contesting in any way the completeness or accuracy of the Official Statement; (4) Between the date hereof and the Closing, in the sole and reasonable judgment of the Representative, the market price for the Bonds, or the market for or marketability or the ability of the Underwriters to enforce contracts for the sale of the Bonds at the initial offering prices set forth in the Official Statement, shall not have been materially adversely affected by reason of any of the following: (i) legislation enacted by the Congress of the United States, or by the legislature of the State, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court of the United States or the State or by the United States Tax Court, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (A) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service or other federal or State authority, which would have the purpose or effect of changing, directly or indirectly, State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; or (B) by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the Bonds, or obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (ii) there shall have occurred (A) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war, or (B) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; (iii) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; (iv) the conditions precedent declaration of a general banking moratorium by federal, New York or State authorities having jurisdiction, or the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Transaction Term Sheet and Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any Definitive Document shall have been satisfied such restrictions now in force, including those relating to the extension of credit by, or waived by the appropriate parties in accordance with their termscharge to the net capital requirements of, the Underwriters; (v) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the Company Parties Securities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (vi) the withdrawal or downgrading of any underlying rating or credit watch status or outlook of the District’s outstanding indebtedness by a national rating agency, or the occurrence of any adverse change of a material nature of the financial condition, results of operation or properties of the District; (vii) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriters, makes untrue in any material adverse respect any statement or information set forth in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; or (viii) a material disruption in securities settlement, payment or clearance services or the marketability of the Bonds or the market price thereof, in the opinion of the Underwriters, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets. (5) At or prior to the Closing Date, the Underwriters shall have paid or reimbursed any received the following documents, in each case dated as of the Closing Date and all reasonable satisfactory in form and documentedsubstance to the Representative: (i) Executed copies of the Escrow Agreement, fees the Continuing Disclosure Certificate and out-of-pocket expenses the Official Statement; (ii) An approving opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPLLP as Bond Counsel, counsel substantially in the form attached as Appendix [ ] to Barclays the Official Statement, relating to the Bonds and addressed to the District; (iii) A reliance letter from Bond Counsel to the effect that the Underwriters may rely upon the approving opinion described in Section 8(a)(5)(ii) above; (iv) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the effect that (A) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Administrative Agent, in each case incurred Resolution is exempt from qualification pursuant to the representation Trust Indenture Act of their respective client 1939, as amended, (B) assuming due authorization, execution and delivery by all the parties thereto other than the District, the Continuing Disclosure Certificate and this Purchase Agreement have each been duly executed and delivered by the District and constitute valid and binding obligations of the District, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in connection with appropriate cases and to the negotiation, implementationlimitations on legal remedies against school districts or counties in the State of California (provided that no opinion need be rendered regarding the adequacy of the Continuing Disclosure Certificate for purposes of the Rule), and closing (C) statements contained in the Official Statement under the captions [“THE REFUNDING BONDS” (excluding any and all information contained under the subheadings [“– Bond Insurance Policy,”] “– Authority for Issuance; Plan of Refunding,” “– Plan of Refunding,” “– Estimated Sources and Uses of Funds,” “– Debt Service,” “– Outstanding Bonds” and “– Aggregate Debt Service”) and “TAX MATTERS,”] excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the TransactionBonds and the Resolution, and the form and content of Bond Counsel’s approving opinion, are accurate in all material respects; (viv) approval A certificate signed by Topco stockholders an appropriate official of the Transaction District, to the effect that (A) such official is authorized to execute the Escrow Agreement, this Purchase Agreement, and the other transactions contemplated Continuing Disclosure Certificate, (B) the representations, agreements and warranties of the District herein are true and correct in all material respects as of the Closing Date, (C) the District has complied with all the terms of the District Documents to be complied with by the Definitive DocumentsDistrict prior to or concurrently with the Closing and such documents are in full force and effect; and(D) no litigation is pending or, to the best of such official’s knowledge, threatened (either in state or federal courts) (vii1) seeking to restrain or enjoin the Fees and Expenses as execution, sale or delivery of such date shall be paid by any of the Company by wire transfer Bonds, (2) in any way contesting or immediately available funds.affecting the authority for the execution, sale or delivery of the Bonds, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Agreement, or

Conditions to Closing. (a) The closing obligation of the Transaction and Company to close the obligations of the parties in connection therewith are transactions contemplated hereby is subject to satisfaction of each the fulfillment or waiver of the following conditionsconditions on or prior to the Closing: (i) each Closing Date Definitive Document The amendment to the Company’s Second Amended and any other documentation necessary Restated Credit Agreement, dated February 23, 2005, as amended, among the Company, Consolidated Communications, Inc., Consolidated Communications Acquisition Texas, Inc., the lenders referred to consummate the Transaction (other than those documents permitted to be executed therein and delivered on a post-closing basis Citicorp North America, Inc. attached hereto as Exhibit A shall have become effective in accordance with its terms and the terms thereofconditions to the funding of the additional Term D Loans (as defined therein) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision satisfied such that the proceeds of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders such additional Term D Loans shall be in form and substance reasonably satisfactory available to HPS or pay the Required Revolving Lenders, as applicable;Repurchase Consideration provided for herein. (ii) None The representations and warranties made by each Seller shall be true and correct in all material respects on and as of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with Closing as if originally made on and as of the terms thereof;Closing. (iii) The Sellers shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Sellers under this Agreement shall be in full force and effect;at or prior to the Closing. (iv) The Company shall have received a certificate signed by an authorized officer of each Seller to the effect that the conditions set forth in Sections 5(a)(ii) and 5(a)(iii) have been satisfied. (b) The obligation of the Seller to close the transactions contemplated hereby is subject to the fulfillment or waiver of the following conditions on or prior to the Closing: (i) The representations and warranties made by the Company shall be true and correct in all material respects on and as of the Closing as if originally made on and as of the Closing. (ii) The Company shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by the Company under this Agreement at or prior to the Closing. (iii) Each Seller shall have received a certificate signed by an authorized officer of the Company to the effect that the conditions set forth in Sections 5(b)(i) and 5(b)(ii) have been satisfied. (c) The obligations of each party to this Agreement to close the transactions contemplated hereby are subject to the fulfillment of the condition that, on or prior to the Closing, no order, state, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental authority indicating an intent to restrain, prevent or delay or restructure the transactions contemplated by this Agreement. (d) Each of the parties to this Agreement shall use their reasonable best efforts to take or cause to be performed and fulfilled all conditions precedent to its obligations to consummate the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by this Agreement and to otherwise comply with the Definitive Documents; and (vii) the Fees and Expenses as terms of such date shall be paid by the Company by wire transfer or immediately available fundsthis Agreement.

Conditions to Closing. The closing No Lender shall be obligated to make the initial Prefunding, nor shall any Secured Party, the Deal Agent or the Liquidity Agent be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Insurer, or the Deal Agent with the consent of the Transaction and the obligations of the parties in connection therewith are subject to satisfaction of Insurer: (a) The Deal Agent shall have received each of the following conditionsdocuments, each of which is dated (unless otherwise indicated) as of the Closing Date, in form and substance satisfactory to the Deal Agent: (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be this Agreement, executed and delivered on a post-closing basis in accordance with by the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableparties hereto; (ii) None of the Signing Date Definitive Documents shall have been terminated or amendedNote, restated, modified or supplemented other than in accordance with executed and delivered by the terms thereofBorrower; (iii) this Agreement shall be in full force the Insurance Agreement, executed and effectdelivered by the parties thereto; (iv) the conditions precedent to Sale and Purchase Agreement I and the Transaction Term Sheet Sale and any Definitive Document shall have been satisfied or waived Purchase Agreement II executed and delivered by the appropriate parties in accordance with their termsthereto; (v) the Company Parties shall have paid or reimbursed any Servicing Agreement executed and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to delivered by the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transactionparties thereto; (vi) approval by Topco stockholders certificate of the Transaction Secretary or an Assistant Secretary of each of UAC and the other transactions contemplated Borrower, in each case certifying: (A) that attached thereto are true and correct copies of the following, each of which is true, correct and complete as of the Closing Date: (1) articles of incorporation, including all amendments thereto, certified as of a recent date, in the case of UAC, by the Definitive DocumentsSecretary of State of the State of Indiana, and, in the case of the Borrower, by the Secretary of State of the State of Delaware; (2) bylaws, including all amendments thereto; and (3) resolutions of the Board of Directors authorizing, among other things, the execution, delivery and performance of each Transaction Document to which UAC or the Borrower, as the case may be, is a party; and (B) the names and the signatures of its officers authorized to sign the Transaction Documents to which UAC or the Borrower, as the case may be, is a party; (vii) Officer's Certificate from each of UAC and the Fees Borrower, certifying that (A) each of the representations and Expenses warranties of such party contained in the Transaction Documents to which it is a party are true and correct on and as of the Closing Date as if made on such date date, (B) no Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default exists on the Closing Date and (C) no material adverse change in its condition, financial or otherwise, business, operations, results of operations or properties has occurred which has not been disclosed to the Deal Agent; (viii) UCC, judgment and tax lien search reports for UAC and the Borrower satisfactory to the Deal Agent; (ix) opinions of counsel, addressed to the Lenders and the Insurer, satisfactory to the Deal Agent, as to the following matters: (A) non-consolidation in bankruptcy of the Borrower and the Seller with UAC; (B) true sale of the Receivables from UAC to the Seller and from the Seller to the Borrower; (C) perfection and priority of security interest of the Deal Agent in the Collateral; and (D) authorization, execution, delivery and enforceability of the Transaction Documents to which the UAC Entities are parties; (x) the Fee Letter, executed and delivered by the parties thereto; (xi) a Hedging Agreement, executed and delivered by the parties thereto; (xii) such documents, certificates and opinions as to the Servicer as the Deal Agent may reasonably request; and (xiii) such other documents, certificates and opinions as the Deal Agent may reasonably request. (b) As of the Closing Date, the Deal Agent shall have received (i) satisfactory evidence that each UAC Entity has obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer's Certificate from any such entity in form and substance satisfactory to the Deal Agent affirming that no such consents or approvals are required. (c) As of the Closing Date, the Borrower shall be in compliance in all material respects with all applicable Requirements of Law. (d) The Borrower shall have paid, or cause to have been paid, all fees required to be paid by it on the Company Closing Date, including all fees required hereunder and under the Fee Letter to be paid as of the Closing Date, and, subject to any prior agreement among UAC, the Borrower and the Deal Agent, shall have reimbursed each Lender and the Deal Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the legal and other document preparation costs incurred by wire transfer or immediately available fundsthe Deal Agent and any Lender.

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith are Closing is subject to the satisfaction of each or waiver by the party to be benefited thereby of the following conditions: (a) The Company shall have delivered or caused to be delivered to each Purchaser the following: (i) each Closing Date Definitive Document and any other documentation necessary to consummate this Agreement duly executed by the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableCompany; (ii) None the Notes evidencing the principal amount equal to such Purchaser’s Subscription Amount, registered in the name of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofsuch Purchaser; (iii) this Agreement shall be Warrants registered in full force and effectthe name of such Purchaser to purchase up to four shares of Common Stock for each dollar in principal amount under the Note purchased hereby; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived Registration Rights Agreement duly executed by the appropriate parties in accordance with their termsCompany; (v) the Company Parties shall have paid or reimbursed any Escrow Agreement duly executed by the Company; (viii) a certificate, signed by the Secretary of the Company, attaching (i) the charter and all reasonable and documented, fees and outBy-of-pocket expenses Laws of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to AdventCompany, and (Dii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel resolutions passed by its Board of Directors to Barclays authorize the transactions contemplated hereby and by the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementationother Transaction Documents, and closing certifying that such documents are true and complete copies of the Transaction; (vi) approval by Topco stockholders originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Transaction and the other transactions contemplated by the Definitive DocumentsCompany made herein; and (viiix) a certificate, signed by the Chief Executive Officer of the Company, certifying that the conditions specified in this Section have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein. (b) At the Closing, each Purchaser shall have delivered or caused to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Fees and Expenses as of Escrow Agreement duly executed by such date shall be paid by the Company Purchaser; (iii) such Purchaser’s Subscription Amount by wire transfer or immediately available fundsto the account as specified in writing by the Company; and (iv) the Registration Rights Agreement duly executed by such Purchaser, including questionnaire. (c) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party shall have been performed if due prior to such date.

Conditions to Closing. The closing In addition to the conditions provided in other provisions of this Agreement, the Transaction and parties' obligations to perform their undertakings provided in this Agreement, are each conditioned on the obligations of the parties in connection therewith are subject to satisfaction fulfillment of each of the following conditions:which is a condition to such party's obligation to perform hereunder (subject to such party's waiver in strict accordance with Section 9 below): A. Not later than twenty (20) days after the date hereof, Seller shall deliver to Purchaser each of the following: (i) each Closing Date Definitive Document a copy of the existing as-built ALTA/ACSM survey of the Project (the "Survey") certified to Purchaser and any other documentation necessary to consummate the Transaction Title Company, including a certification that there have been no material changes with respect thereto since the date prepared; (other than those documents permitted to ii) evidence (which can be executed and delivered on in the form of a post-closing basis in accordance with certificate of the terms thereof) shall be surveyor in form and substance reasonably acceptable toto Purchaser) that the Project is not in a 100 year flood plain, and (iii) a current title insurance commitment from Title Company for the Project (the "Title Commitment") together with legible copies of all exceptions appearing in such Title Commitment. Purchaser shall have been executed ten (10) days following the later of receipt of the Title Commitment or the Survey to object in writing to any matter disclosed in the Survey and delivered by, each party thereto, provided, that, any provision Title Commitment. Failure to object within the ten (10) day period shall be deemed approval of any Definitive Document (other than as the matters set forth in the forms Title Commitment and Survey. All matters showing thereon which are approved or deemed approved by Purchaser shall be deemed "Permitted Exceptions." If Purchaser disapproves any matters in the Survey or Title Commitment, Seller may, but shall not be obligated to, cure such matters; but if Seller cannot cure such matters by 5:00 p.m. Central Standard time on the fifteenth (15th) day after receipt of Purchaser's written objection notice, Purchaser may elect either to terminate this Agreement by providing written notice of termination to Seller or to accept such matters as Permitted Exceptions; provided, however, Seller shall cause to be cured or insured over in a manner reasonably acceptable to Purchaser any monetary liens on the Project which were either voluntarily placed on the Project by Seller or which do not exceed $100,000 in the aggregate. Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser does not notify Seller, in writing, by 5:00 p.m. Central Standard time on that fifteenth (15th) day, that Purchaser is electing to accept such matters as Permitted Exceptions. B. As a condition to each party's obligation to perform hereunder, the due performance by the other of all undertakings and agreements to be performed by the other hereunder and the truth of each representation and warranty as set forth herein made pursuant to this Agreement by the other at the Closing Date. C. As a condition to Purchaser's obligation to perform hereunder (and not as a default by Seller), there shall not have occurred between the date hereof and the Closing Date, inclusive, destruction of or damage or loss to the Project (whether or not covered by insurance proceeds) from any cause whatsoever which either materially affects the common areas of the Project or which costs more than One Million Dollars ($1,000,000) in the aggregate to repair; provided, however, that in the event of such destruction or damage, Purchaser may elect to proceed with the Closing in which case Seller shall assign to Purchaser at Closing any claims for proceeds from the insurance policies covering such destruction or damage (including any business interruption proceeds for the period after Closing) and shall credit Purchaser at Closing the amount of any deductibles thereunder. If the cost of repairing the destruction, damage or loss is less than One Million Dollars ($1,000,000) in the aggregate and does not materially affect the common areas of the Project, the parties shall proceed with the Closing as provided herein, the cost of repair shall be deducted from the Purchase Price, and Seller shall assign to Purchaser any business interruption proceeds for the period after Closing. Prior to the end of the Inspection Period (defined below), as such Inspection Period may be extended pursuant to the terms hereof, Seller shall cause Purchaser to be added as an additional insured to Seller's business interruption insurance for the Project which insurance shall provide coverage against any business interruption at the Project for a minimum of one (1) year. D. As a condition of Purchaser's obligation to perform hereunder (and not as a default by Seller), Purchaser shall be satisfied in its sole and absolute discretion with all aspects of the Project (including, but not limited to, the physical and environmental condition of the Project); provided, however, if Purchaser does not notify Seller in writing by 5:00 p.m. Central Standard time on the date which is thirty (30) days from the Effective Date hereof (the "Inspection Period") that is not satisfied and that it terminates this Agreement, Purchaser shall be deemed to be satisfied with the condition of the Project. If Purchaser timely provides written notice of termination pursuant to the preceding sentence, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser, Purchaser shall have no further interest in this Agreement or the Project, and neither party shall have any further liability under this Agreement except as otherwise expressly provided for in this Agreement. Purchaser shall not be required to give its reasons for terminating this Agreement pursuant to this paragraph. E. As a condition to Purchaser's obligation to perform hereunder (and not as a default by Seller), that there shall not have occurred at any time or times on or before the Closing Date any taking or threatened taking of the Project or any part thereof or any interest or estate therein by condemnation, eminent domain or similar proceedings; provided, however, Purchaser may elect to waive such condition in which case Seller shall assign to Purchaser at Closing all of Seller's right, title and interest in and to any proceeds resulting from any such proceeding. F. As a condition to Purchaser's obligation to perform hereunder (and not as a default by Seller), as of the Closing Date Definitive Document described in clauses (a) Date, all contracts and (b) of agreements affecting the definition thereof to Project, including the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving LendersProject Agreements, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect;, unmodified and unwaived (except for terminations, modifications and/or waivers permitted hereunder or to which Purchaser consents), and in good standing and free from material default; provided, however, Seller covenants and agrees, and it shall be a condition to Purchaser's obligation to perform its undertakings hereunder, that Seller shall terminate at its expense any existing management agreements and franchise agreements for the Project as of Closing. (iv) the conditions precedent G. As a condition to Purchaser's obligation to perform hereunder, Marriott shall have agreed with Purchaser prior to the Transaction Term Sheet end of the Inspection Period to enter into a replacement franchise agreement for the Project, effective as of the Closing, in form and any Definitive Document shall have been satisfied or waived substance satisfactory to Purchaser in its sole discretion (the "New Franchise Agreement"); provided, however, if Marriott has not agreed with Purchaser to enter into the New Franchise Agreement by the appropriate parties in accordance end of the Inspection Period, Purchaser may, upon written notice to Seller prior to the end of the Inspection Period, extend the Inspection Period by up to a maximum of thirty (30) days (the "First Extension Period") but solely for purposes of entering into the New Franchise Agreement with their terms Marriott and for no other purpose. If Marriott has not agreed with Purchaser to enter into the New Franchise Agreement by the end of the First Extension Period, Purchaser may, upon written notice to Seller prior to the end of the First Extension Period, extend the Inspection Period by up to a maximum of an additional thirty (v30) days (the Company Parties shall have paid or reimbursed any "Second Extension Period") but solely for purposes of entering into the New Franchise Agreement with Marriott and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇for no other purpose provided Purchaser deposits the Second ▇▇▇▇▇▇▇ LLPMoney Deposit with the Title Company on or before the commencement of the Second Extension Period. If Marriott has not agreed with Purchaser to enter into the New Franchise Agreement by the end of the Second Extension Period, counsel Purchaser may, upon written notice to Seller prior to the Consenting Preferred Equityholdersend of the Second Extension Period, extend the Inspection Period by up to a maximum of another additional thirty (C30) Ropes & Gray LLPdays (the "Third Extension Period") but solely for purposes of entering into the New Franchise Agreement with Marriott and for no other purpose provided Seller shall have the right to terminate this Agreement at any time during the Third Extension Period on ten (10) days' prior notice to Purchaser unless Purchaser notifies Seller prior to the end of such ten (10) day period that it has entered into the New Franchise Agreement with Marriott and is waiving the condition set forth in this paragraph. If Purchaser has not notified Seller by the end of the Inspection Period, counsel to Adventas it may be so extended, that Purchaser has entered into the New Franchise Agreement with Marriott, this Agreement shall automatically terminate, unless it has already been terminated in accordance with the terms hereof prior thereto; and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & the ▇▇▇▇▇▇▇ LLPMoney shall be returned to Purchaser. Purchaser shall use good faith efforts to reach agreement with Marriott on the New Franchise Agreement provided the New Franchise Agreement is in substantially the same form as the Existing Franchise Agreement. H. Seller covenants and agrees, counsel and it shall be a condition to Barclays Purchaser's obligation to perform its undertakings hereunder, that from and after the date hereof, at all reasonable times, Purchaser (and its agents) shall be permitted access to the Project and to all books, records and reports relating to the Project for the purpose of inspecting same, and Purchaser (and its agents) shall have the right to photocopy any and all such books, records and information. All information relating to the Project made available to Purchaser shall be treated as confidential by Purchaser and its employees and agents. Purchaser (and its agents) shall also have the right to meet with the Operator of the Project (including key employees and consultants) to discuss any matters relating to the operation of the Project. Any entry by Purchaser and its agents on the Project shall be upon reasonable prior notice to Seller and while accompanied by a Seller representative and in a manner least disruptive to Seller's and its tenants' businesses being conducted at or from the Project, and Purchaser will indemnify and hold Seller harmless against any and all injuries, claims, losses, damages and expenses arising out of its performance of any such entry, inspection or other activities, and Purchaser shall, at Purchaser's cost and expense, restore the Project to its condition as existed prior to the performance of such entry, inspection or other activities. The previsions of the preceding sentence shall survive termination of this Agreement. I. As a condition to Purchaser's obligation to perform hereunder (and not as a default by Seller), no notices of any violations of any laws shall have been issued with respect to the Project prior to Closing, which have not been corrected prior to Closing; J. Seller acknowledges that Purchaser intends to obtain all licenses necessary for the operation of the Project. To the extent necessary, Seller shall cooperate with Purchaser (provided, that Seller shall not be required to incur more than nominal cost or expense in connection therewith) to obtain the required approvals for such license, and the Administrative Agentcosts and expenses associated with Purchaser's efforts to obtain such licenses, in each case including any costs and expenses incurred pursuant to the representation of their respective client by Seller in connection with the negotiationtherewith which are more than nominal, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company Purchaser. It is expressly understood and agreed that Purchaser's ability to obtain all necessary licenses for the Project is a condition precedent to the obligations of Purchaser to purchase the Project pursuant to this Agreement; provided, however, (i) Purchaser's right to terminate this Agreement as a result of Purchaser's inability to obtain an alcoholic beverage license for the Project shall be governed solely by wire the terms of Section 6(N) below, and (ii) Purchaser's right to terminate this Agreement as a result of Purchaser's inability to obtain any other licenses shall terminate thirty (30) days after the date hereof and Purchaser shall be deemed to have satisfied itself that it can obtain all such other licenses if Purchaser does not terminate this Agreement within such thirty (30) day period. Purchaser agrees to use its best efforts to obtain the required licenses. K. As a condition to Purchaser's obligation to perform hereunder, Purchaser shall have obtained approval from the board of trustees of its general partner for the transaction set forth herein on or before the expiration of the Inspection Period (which for purposes of this paragraph shall not include any extension periods as described in Paragraph 6(G) above). If Purchaser does not notify Seller by the end of the Inspection Period that Purchaser has not obtained such approval, this condition shall be deemed waived by Purchaser. If Purchaser so notifies Seller by the end of the Inspection Period that Purchaser has not obtained approval for the transaction set forth herein, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither party shall have any further liability to one another hereunder except for those provisions that expressly survive the termination of this Agreement. L. As a condition to Seller's and Purchaser's obligations to perform hereunder, Seller shall have been able to obtain prior to the Closing Date any and all consents or approvals as may be required under the Project Agreements, in order to consummate the transactions contemplated by this Agreement. If Seller is unable to obtain such consents, Seller shall reimburse Purchaser, up to a maximum of $50,000, for one-half of Purchaser's out-of-pocket expenses incurred in connection with this Agreement and the purchase of the Project. M. As a condition to Purchaser's obligation to perform hereunder, Seller shall have obtained and delivered to Purchaser estoppel certificates in the form attached hereto as Exhibit O from each of the parties to the Project Agreements other than the Architect and Construction Manager; and Seller shall use commercially reasonable efforts to obtain such certificates. N. The obligations of Purchaser to consummate this transaction are contingent on Purchaser being satisfied, in its sole judgment, during the Inspection Period (which for purposes of this paragraph shall not include any extension periods as described in Paragraph 6(G) above), that all necessary approvals for the transfer to Purchaser of the Liquor License or the issuance to Purchaser of a new Liquor License have been or will be obtained, and that immediately after the Closing Purchaser will be able to lawfully continue the sale of alcoholic beverages at the Licensed Premises during the pendency of such Liquor License transfer. If Purchaser determines that it will be unable to obtain the transfer or immediately available funds.issuance of an acceptable Liquor License for the Premises, or to lawfully continue the sale of alcoholic beverages at the Licensed Premises during the pendency of such Liquor License transfer, then Purchaser may terminate this Agreement by delivering written notice to the Seller during the Inspection Period or this contingency shall be waived. Seller agrees to execute and deliver any and all reasonable documents and to otherwise cooperate with Purchaser in all reasonable respects in order to accomplish the foregoing. Without limiting the foregoing, Seller shall (i) execute and deliver to Purchaser (x) the required form of Consent to Transfer, (y) such documentation as is required to name Purchaser as Seller's Manager under the Liquor License, including a Manager's Questionnaire, and to use Seller's liquor license after Closing, assuming Purchaser provides Seller with any necessary information which is not in Seller's possession or control, and (z) such other documentation as Purchas

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith are Underwriters under this Agreement to purchase the Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and No stop order suspending the effectiveness of the Registration Statement or of any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with effective amendment to the terms thereof) Registration Statement shall be in form effect and substance reasonably acceptable tono proceedings for such purpose pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or threatened by the Commission. (b) The representations and warranties of the Company and the Guarantor contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantor and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (c) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each of the Company and the Guarantor, to the effect that (i) the representations and warranties of the Company and the Guarantor contained in this Agreement are true and correct as of the Closing Date, (ii) that no stop order suspending the effectiveness of the Registration Statement or of any post-effective amendment to the Registration Statement shall be in effect and no proceedings for such purpose pursuant to Rule 401(g)(2) under the Securities Act or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been instituted or threatened by the Commission, and (iii) that the Company and the Guarantor have been executed complied in all material respects with all of the agreements and delivered bysatisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date. The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. (d) You shall have received on the Closing Date a letter from ▇▇▇▇▇ Day, each party theretocounsel for the Company, provideddated the Closing Date, that, any provision of any Definitive Document (other than as including the opinions and views substantially in the form set forth in the forms of Schedule V. (e) You shall have received on the Closing Date Definitive Document described an opinion of special Kansas counsel, dated the Closing Date, substantially in clauses the form set forth in Schedule VI. (af) and (b) You shall have received on the Closing Date an opinion of counsel for the definition thereof to Underwriters, dated the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Closing Date, in form and substance reasonably satisfactory to HPS you. (g) You shall have received from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, a letter, dated the date hereof, addressed to the Underwriters, in form and substance satisfactory to you. (h) You shall have received from an officer of the Company with responsibility for accounting matters with respect to the Company, a certificate, dated the date hereof, in form and substance satisfactory to you, relating to the financial information of the predecessor of the Company incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus. (i) On the Closing Date, you shall have received from Deloitte & Touche LLP, the Company’s independent registered public accounting firm, a letter, dated the Closing Date, in form and substance satisfactory to you, to the effect that it reaffirms the statements made in the letter furnished by such firm pursuant to subsection (g) of this Section 6. (j) For the period from and after the date hereof and prior to the Closing Date, there shall not have occurred any: (i) Material Adverse Change, except as set forth or contemplated in the Required Revolving LendersDisclosure Package and the Prospectus (exclusive of any amendment or supplement thereto), as applicable;which, in the judgment of the Representative, makes it impractical or inadvisable to proceed with the offering or delivery of the Securities; or (ii) None downgrading in the rating accorded any debt securities of the Signing Date Definitive Documents Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change. (k) The Company shall have been terminated or amended, restated, modified or supplemented other than in accordance filed any preliminary prospectus and the Prospectus with the terms thereof;Commission within the time period required by Rule 424(b) under the Securities Act and shall have paid the registration fee associated with the offering of the Securities. (iiil) The Securities shall be eligible for clearance and settlement through DTC. (m) On or before the Closing Date, you shall have received such additional documents as you may reasonably request to confirm compliance with the conditions to closing listed herein. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in full force form and effect; (iv) the conditions precedent substance to the Transaction Term Sheet Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any Definitive Document shall have been satisfied or waived time prior to, the Closing Date by the appropriate parties in accordance with their terms (v) Representative. Notice of such cancellation shall be given to the Company Parties shall have paid in writing or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, by telephone or facsimile confirmed in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundswriting.

Conditions to Closing. The closing 3.1 Conditions to the Obligations of the Transaction and the Company. The obligations of the parties in connection therewith Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditionsconditions on or before the Closing Date: (ia) each Closing Date Definitive Document Each of the representations and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as warranties set forth in Article VI shall be true and correct in all respects, at and as of the forms date of this Agreement and as of the Closing Date Definitive Document described as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that those representations and warranties that are made as of a specific date need only be true and correct in clauses (a) all respects as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a Material Adverse Effect on the ability of Parent or the Merger Subsidiary to consummate the transactions contemplated hereby; (b) of Parent and the definition thereof Merger Subsidiary shall have each performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableClosing; (iic) None of No waiting period under the Signing Date Definitive Documents HSR Act relating to the transactions contemplated by this Agreement shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofrequired; (iiid) No Proceeding before any Governmental Agency shall be pending which, if successful for the Governmental Agency, would result in an Order that would prevent the carrying out of this Agreement shall or any of the transactions contemplated hereby, or cause such transactions to be in full force and effectrescinded; (ive) the conditions precedent to the Transaction Term Sheet and any Definitive Document Parent shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the delivered to Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, legal counsel to Parent, in a form reasonably acceptable to Company counsel legal counsel and dated the Closing Date, substantially to the effect that: (i) The incorporation, existence, and good standing of Parent are as stated in this Agreement and, assuming the effectiveness of the Merger and tender of the Company Stock by the holders thereof, the shares of Parent Common Stock to be issued to and received by the Company Shareholders pursuant to this Agreement will be duly and validly authorized, fully paid and non-assessable; all outstanding shares of Parent Common Stock are duly and validly authorized and issued, fully paid and non-assessable and have not been issued in violation of any preemptive right of shareholders; and, to the knowledge of such counsel, there is no existing option, warrant, right, call, subscription or other agreement or commitment obligating Parent to issue or sell, or to purchase or redeem any shares of its capital stock other than as stated in this Agreement or its disclosure schedules. (ii) Parent and Merger Subsidiary have full corporate power and authority to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Parent and Merger Subsidiary, and (assuming the due and valid authorization, execution and delivery by the Company) constitutes the legal, valid and binding agreement of Parent and of Merger Subsidiary. (iii) To the knowledge of such counsel, there are no actions, suits or proceedings, pending or threatened against Parent by any Governmental Authority which seek to restrain, prohibit or invalidate the transaction contemplated by this Agreement. (iv) The execution and performance by Parent of this Agreement will not violate the Certificate of Incorporation, as amended, or Bylaws of Parent. (v) To the knowledge of such counsel, no consent, approval, authorization or order of any court or Governmental Authority which has not been obtained is required on behalf of Parent or Merger Subsidiary for consummation of the transactions contemplated by this Agreement. (vi) The issuance of the Parent Merger Stock by Parent is exempt from the registration provisions of Section 5 of the 1933 Act. In rendering its opinion, counsel may rely as to factual matters on certificates of public officials and officers or employees of Parent, provided that copies of such opinions and certificates shall be delivered with such opinion, and provided further that in the case of any such reliance, counsel shall state that it believes that it is justified in relying on such opinions and certificates for such matters. (f) On or prior to the Closing Date, Parent shall have delivered to the Company each of the following: (i) certificate from the Chief Executive Officer of Parent, dated as of the Closing Date, stating that the applicable preconditions specified in Section 3.1(a) and (b) hereof have been satisfied, the provisions of Section 3.3 applicable to Parent have been satisfied, and certifying such other matters reasonably requested by the Company; (ii) certified copies of the resolutions duly adopted by the board of directors and shareholders of Parent and the Merger Subsidiary authorizing the execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby; and (iii) copies of any consents, approvals, releases from and filings with, Governmental Agencies required in order to effect the transactions contemplated by this Agreement which Parent is responsible to obtain pursuant to the terms of this Agreement; (g) The Company shall have received the executed Fairness Opinion. (h) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to Parent or Merger Subsidiary, and no event shall have occurred or circumstance shall exist that, in combination with any other events or circumstances, could reasonably be expected to have a Material Adverse Effect on Parent or Merger Subsidiary; and (i) All certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by the Company shall be reasonably satisfactory in form and substance to the Company. Any condition specified in this Section 3.1 except (m) may be waived by the Company; provided, however, that no such waiver will be effective unless it is set forth in a writing executed by the Company. 3.2 Conditions to Parent’s and the Merger Subsidiary’s Obligations. The obligations of Parent and the Merger Subsidiary to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) Each of the representations and warranties set forth in Article V shall be true and correct in all respects, at and as of the date of this Agreement and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except that those representations and warranties that are made as of a specific date need only be true and correct in all respects as of such date), except where the failure of any such representations and warranties to be true and correct has not had, individually or in the aggregate, a Material Adverse Effect; (b) The Company shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing including, without limitation, executing, delivering and performing its obligations under the Donation to Capital Agreement (as to which the Management Team shall also have performed in all material respects its obligations thereunder), the Conversion Agreement, and the Cancellation Agreement (as to which the Management Team shall also have performed in all material respects its obligations thereunder); (c) No waiting period under the HSR Act relating to the transactions contemplated by this Agreement shall have been required; (d) No Proceeding before any Governmental Agency shall be pending which, if successful for the Governmental Agency, would result in a Order that would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded; (e) Parent shall have received an opinion of counsel from ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, legal counsel to Barclays the Company, in a form reasonably acceptable to Parent legal counsel and dated the Closing Date, substantially to the effect that: (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Colorado. The Company has the corporate power to own and operate its assets and carry on its business as now conducted. Seller’s authorized capital stock consists of 100,000,000 shares of Common Stock, no par value per share (the “Common Stock”), of which 91,195,695 shares are classified as common stock, 8,804,305 shares are classified as Class B common stock, and 50,000,000 shares of Preferred Stock, no par value per share (the “Preferred Stock”). (ii) The Company has the requisite corporate power and authority to execute, deliver and perform this Agreement, and the Administrative Agent(a) Donation to Capital Agreement, (b) Conversion Agreement, and (c) Escrow Agreement (collectively, the agreements identified in (a) through (c) immediately above are referred to hereinafter as the “Ancillary Agreements”). Each of this Agreement and the Ancillary Agreements has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company. (iii) The execution and performance by the Company of this Agreement will not violate the Articles of Incorporation, as amended, or Bylaws of the Company. (iv) To the knowledge of such counsel, no consent, approval, authorization or order of any court or Governmental Authority of the State of Colorado or the United States of America which has not been obtained is required on behalf of the Company for consummation of the transactions contemplated by this Agreement. In rendering its opinion, counsel may rely as to factual matters on certificates of public officials and officers or employees of the Company, provided that copies of such opinions and certificates shall be delivered with such opinion, and provided further that in the case of any such reliance, counsel shall state that it believes that it is justified in relying on such opinions and certificates for such matters. (f) On or prior to the Closing Date, the Company shall have delivered to Parent each case incurred of the following: (i) Certificates from the President of the Company dated the Closing Date, stating that the applicable preconditions specified in Section 3.2(a) and (b) hereof have been satisfied, the provisions of Section 3.3 applicable to the Company have been satisfied, and certifying such other matters reasonably requested by Parent; (ii) Certified copies of the resolutions duly adopted by the board of directors and shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby, including, without limitation, the Merger and the donation to capital described in the Donation to Capital Agreement; and (iii) The items required to be delivered pursuant to Section 2.8(d) hereof; (g) Parent shall have obtained the representation Governmental Agency and third party consents, approvals and releases all of their respective client which are necessary in connection with the negotiation, implementation, and closing consummation of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.hereby;

Conditions to Closing. The closing obligation of the Transaction Purchaser to purchase and pay for the Series C Stock at the Closing and the obligations Company's obligation to sell the Series C Stock at the Closing is subject to the satisfaction as of the parties in connection therewith are subject to satisfaction date of each the Closing of the following conditions: (a) The Company and the Purchaser will mutually execute and deliver the Registration Rights Agreement. (b) The Company will deliver to the Purchaser an Officer's Certificate as to (i) each Closing Date Definitive Document the due adoption and continuing effectiveness of the resolutions of the Board, attached thereto, approving the Transaction Documents and all transactions contemplated thereby, (ii) the accuracy and continuing effectiveness of the Certificate of Incorporation, as amended by the Series C Certificate of Designation and any other documentation necessary to consummate Additional Certificates of Designation, and Bylaws of the Company attached thereto, and (iii) the incumbency and specimen signature of each officer executing the Transaction Documents and the other closing documents on behalf of the Company. (other than those documents permitted to be executed c) The representations and delivered on a post-closing basis warranties made by the Company contained in accordance with the terms thereof) Section 3 hereof shall be true and correct in form all material respects at and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described as though then made and certified as such in clauses (a) writing at and (b) as of the definition thereof Closing, except to the extent exhibited to this Agreementof changes caused by the transactions expressly contemplated herein, but excluding any disclosures made by the Company as provided in Section 3 hereof. (d) which has an adverse effect on HPS or The representations and warranties made by the Revolving Lenders Purchaser contained in Section 4 hereof shall be true and correct in all material respects at and as of the Closing as though then made and certified as such in writing at and as of the Closing. (e) The Company will deliver to the Purchaser a written opinion of counsel to the Company, in form and substance reasonably satisfactory to HPS or the Required Revolving LendersPurchaser, as applicable;to certain legal matters of potential importance to the Purchaser. (iif) None of the Signing Date Definitive Documents The Company shall have been terminated or amendedduly adopted, restated, modified or supplemented other than in accordance executed and filed with the terms thereof; (iii) this Agreement Secretary of State of Delaware the Series C Certificate of Designations. The Series C Certificate of Designations shall be in full force and effect;effect as of the Closing under the laws of the State of Delaware and shall not have been amended or modified. The Liquidation Amount and the Conversion Price (both as defined in the Series C Certificate of Designations) shall be that per share purchase price determined pursuant to the formula set forth in Section 2.1(c) herein, and shall be inserted by the Company into the Series C Certificate of Designations prior to its filing with the Delaware Secretary of State contemplated herein. (ivg) The applicable waiting period under the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & Hart-▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) -▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPitrust Improvements Act of 1976, counsel to Barclays as amended and the Administrative Agent, in each case incurred pursuant to regulations thereunder (the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi"HSR Act") approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer have expired or immediately available fundsbeen terminated.

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith are Closing is subject to the satisfaction of each or waiver by the party to be benefited thereby of the following conditions: (a) The Company shall have delivered or caused to be delivered to each Purchaser the following: (i) each Closing Date Definitive Document and any other documentation necessary to consummate this Agreement duly executed by the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableCompany; (ii) None a certificate evidencing a number of shares of Preferred Stock equal to the Signing Date Definitive Documents shall have been terminated or amendedPurchaser’s Subscription Amount divided by the Stated Value, restated, modified or supplemented other than registered in accordance with the terms thereofname of such Purchaser; (iii) this Agreement shall be a legal opinion of Company Counsel, in full force and effectthe form of Exhibit D attached hereto, addressed to each Purchaser; (iv) the Registration Rights Agreement duly executed by the Company; (v) a certificate, signed by the Secretary of the Company, attaching (i) the charter and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein; (vi) the Certificate of Designation executed by the Company and accepted by the Secretary of State of Nevada; (ix) a certificate, signed by the Chief Executive Officer of the Company, certifying that the conditions precedent specified in this Section have been fulfilled as of the Closing, it being understood that the Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; and (x) a copy of Press Release or Current Report on Form 8-K describing the Transaction Documents. (b) At the Closing, the Purchaser shall have delivered or caused to be delivered to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived Company the following: (i) this Agreement duly executed by the appropriate parties Purchaser; (ii) the Subscription Amount, which is payable in accordance with their termsfull by delivering the New Note, the Extended Note and the Purchaser’s Common Stock to the Company; and (iii) the Registration Rights Agreement duly executed by the Purchaser, including questionnaire. (iv) the Extended Note; (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction;New Note; and (vi) approval by Topco stockholders the Purchaser’s Common Stock. (c) All representations and warranties of the Transaction other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other transactions contemplated party shall have been performed if due prior to such date. (d) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Definitive Documents; Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (vii) , at any time prior to the Fees and Expenses Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such date shall be paid by magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the Company by wire transfer reasonable judgment of each Purchaser, makes it impracticable or immediately available fundsinadvisable to purchase the shares of Preferred Stock at the Closing.

Conditions to Closing. The closing In addition to the conditions provided in other provisions of this Agreement, the Transaction and parties' obligations to perform their undertakings provided in this Agreement, are each conditioned on the obligations of the parties in connection therewith are subject to satisfaction fulfillment of each of the following conditions:which is a condition to such party's obligation to perform hereunder (subject to such party's waiver in strict accordance with Section 9 below): (iA) each Closing Date Definitive Document and any other documentation necessary Purchaser has obtained a current title insurance commitment from the Title Company for the Project (the "Title Commitment"); and, as soon as reasonably possible, Purchaser shall also obtain a current survey of the Project (the "Survey"). Purchaser previously delivered written notice dated May 14, 2018 ("Purchaser's Title Notice") to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision Seller of any Definitive Document (other than as matters set forth in the forms Survey or Title Commitment which have been disapproved by Purchaser, and all matters set forth therein which have not been disapproved by Purchaser in Purchaser's Title Notice shall be deemed "Permitted Exceptions." Seller shall have until 3:00 p.m. Pacific Time on the date one (1) business day following the mutual execution of this Agreement to send Purchaser written notice in its sole discretion ("Seller's Title Notice") notifying Purchaser that it has elected to correct on or prior to Closing any matters which Purchaser has disapproved; and Seller shall be deemed to have elected not to cure any other matters set forth in Purchaser's Title Notice, provided, however, Seller shall in any event cause (i) any mortgages or deeds of trust placed on the Project by Seller to be discharged and released as of the Closing Date Definitive Document described in clauses (a) Closing, and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None any judgment liens against Seller and any mechanic liens as a result of work done by Seller which are placed on the Project to be discharged and released. Notwithstanding the foregoing, due to the recent nature of the Signing Date Definitive Documents shall have been terminated or amendedconstruction on the Project, restated, modified or supplemented other than in accordance with the terms thereof; Purchaser acknowledges that (iii1) this Agreement shall Seller may be in full force and effect; (iv) the conditions precedent required to provide a separate affidavit and/or indemnity to the Transaction Term Sheet and Title Company to eliminate any Definitive Document shall have been satisfied or waived by general mechanic’s lien exception from the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive DocumentsTitle Policy; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.

Conditions to Closing. The closing (a) Conditions to the Obligations of the Transaction and the Company. The obligations hereunder of the parties in connection therewith Company to consummate the transactions contemplated by this Agreement with respect to each Purchaser are subject to satisfaction of each the fulfillment, prior to or at the Closing, of the following conditionsconditions precedent: (i) each Closing Date Definitive Document the accuracy in all material respects of the representations and any other documentation necessary to consummate warranties of such Purchaser hereunder as of the Transaction (other than those documents permitted to be executed date hereof and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving LendersDate, as applicablethe case may be, as if such representations and warranties had been made on and as of such dates; (ii) None the performance by such Purchaser of its obligations hereunder that are required to be performed at or prior to the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofClosing; (iii) this the execution and delivery of the Registration Rights Agreement shall by such Purchaser, which Registration Rights Agreement shall, upon execution thereof by the Company, be in full force and effect; (iv) the conditions precedent to execution and delivery of the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived Warrant Agreement by such Purchaser, which Warrant Agreement shall, upon execution thereof by the appropriate parties Company, be in accordance with their termsfull force and effect; (v) the Company Parties execution and delivery of this Agreement by such Purchaser, which Agreement shall, upon execution thereof by the Company, be in full force and effect; and (vi) no action or proceeding by or before any court, administrative body or governmental agency shall have paid been instituted or reimbursed any threatened by a third party which seeks to enjoin, restrain or prohibit, or might result in damages in respect of, this Agreement or consummation of the transactions contemplated by this Agreement. (b) Conditions to the Obligations of the Purchasers. The obligations hereunder of each Purchaser to consummate the transactions contemplated by this Agreement with respect to such Purchaser are subject to the fulfillment, prior to or at the Closing, of the following conditions precedent: (i) the accuracy in all material respects of the representations and all reasonable warranties of the Company hereunder as of the date hereof and documentedas of the Closing Date, fees as the case may be, as if such representations and out-of-pocket expenses warranties had been made on and as of such dates; (Aii) Milbank LLPthe performance by the Company of its obligations hereunder that are required to be performed at or prior to the Closing; (iii) the execution and delivery of the Registration Rights Agreement by the Company, counsel to HPSwhich Registration Rights Agreement shall thereupon be in full force and effect; (iv) the execution and delivery of the Warrant Agreement by the Company, which Warrant Agreement shall thereupon be in full force and effect; (Bv) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, the receipt by each Purchaser of a standard legal opinion of counsel to the Consenting Preferred EquityholdersCompany dated as of the Closing Date as to the matters set forth in Sections 6(a), (Cb), (c) Ropes & Gray LLP, counsel to Advent, and (Dn) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel and as to Barclays exemption from the registration requirements of the Securities Act of the sale of the Shares and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the TransactionWarrant Shares; (vi) approval no action or proceeding by Topco stockholders or before any court, administrative body or governmental agency shall have been instituted or threatened by a third party which seeks to enjoin, restrain or prohibit, or might result in damages in respect of, this Agreement or consummation of the Transaction and the other transactions contemplated by this Agreement; (vii) all shares of Series A convertible preferred stock of the Definitive DocumentsCompany, par value $0.01 per share (the "Series A Stock"), shall have been converted into shares of Common Stock at or prior to the Closing pursuant to the terms and conditions set forth in that certain Certificate of the Powers, Designations, Preferences and Rights of the Series A Stock (the "Series A Certificate of Designations"), no shares of Series A Stock shall be issued and outstanding immediately following the Closing, and the Company shall have provided reasonable evidence thereof to each Purchaser at the Closing; (viii) all holders of Series A Stock shall have executed and delivered the Series A Agreement; (ix) the Series D Consent shall have been executed and delivered by a sufficient number of Series D Holders so that it shall have become effective; (x) each Purchaser shall have received a certificate executed by an authorized officer of the Company confirming that the conditions set forth in Sections 8(b)(i), (ii) and (vi) have been duly satisfied; and (viixi) the Fees and Expenses as aggregate purchase price to be tendered at the Closing by all of such date the Purchasers for the Securities shall be paid by the Company by wire transfer or immediately available fundsat least $20 million.

Conditions to Closing. The closing effectiveness of the Transaction and the obligations of the parties in connection therewith are this Agreement is subject to the satisfaction of each of the following conditions: (i) : The Agent shall have received the following, each dated as of the Closing Date Definitive Document (unless otherwise indicated), and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be each in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in satisfactory to the forms of the Closing Date Definitive Document described in clauses Agent: (a) and receipt of an executed counterpart of this Agreement; (b) if requested by any Lender, receipt of a duly executed Note for such Lender (including, without limitation, the definition thereof to Swingline Note if requested by the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableSwingline Lender); (iic) None receipt of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses opinions of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (Di) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLaw Firm, P.A., counsel for the Borrower and (ii) the General Counsel or an Assistant General Counsel to Barclays the Borrower, substantially in the forms of Exhibit B-1 and B-2, hereto, respectively, and covering such additional matters relating to the transactions contemplated hereby as the Lenders may reasonably request; (d) receipt of a certificate signed by a principal financial or accounting officer of the Borrower, to the effect that (i) no Default or Event of Default has occurred and is continuing as of the Closing Date, (ii) since December 31, 2014, there has been no change or changes in the business, assets, liabilities, operations, condition (financial or otherwise) or prospects of the Borrower on a consolidated basis, or in the facts and information regarding such entities which alone, or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (iii) the representations and warranties of the Borrower contained in Article IV hereof are true in all material respects as of the date hereof; (e) receipt of all documents which the Agent and the Administrative AgentLenders may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the other Loan Documents and any other matters relevant hereto, all in each case incurred form and substance satisfactory to the Agent and the Lenders, including without limitation a certificate of incumbency of the Borrower, signed by the Secretary or an Assistant Secretary of the Borrower, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Documents to which the Borrower is a party and certified copies of the following items: (i) the Borrower’s Restated Articles of Incorporation, (ii) the Borrower’s By-laws, (iii) a certificate of the Secretary of State of the State of South Carolina as to the existence of the Borrower as a South Carolina corporation, and (iv) the action taken by the Board of Directors of the Borrower authorizing the Borrower’s execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which the Borrower is a party; (f) receipt by the Agent of evidence that the Borrower shall have irrevocably terminated all commitments, or otherwise amended and restated any such commitment in its entirety in connection herewith, other than those commitments under the Existing Credit Agreement that constitute Commitments under this Agreement, and indefeasibly paid in full all amounts due under the Existing Credit Agreement (or such amounts shall be deemed outstanding under this Agreement pursuant to Section 7.14 hereof); (g) receipt by the representation Agent (for its own account and the account of their respective client the Lenders, as applicable) of all fees required to be received in connection with the negotiation, implementation, and closing of the Transactionthis Agreement on or before such Closing Date; (vih) approval receipt and satisfactory review by Topco stockholders the Agent and the Lenders of such financial information regarding the Borrower and its subsidiaries as may be reasonably requested; (i) receipt of such other documents and information as the Agent and the Lenders may reasonably request (including, without limitation, documents and information in order to comply with requirements of the Transaction Patriot Act, applicable “know your customer” and the other transactions contemplated anti-money laundering rules and regulations); (j) receipt by the Definitive DocumentsAgent of a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed; and (viik) the Fees and Expenses as of such date shall be paid receipt by the Company by wire transfer or immediately available fundsAgent of evidence satisfactory to the Agent that the Borrower has received all regulatory approvals required in connection with obtaining the refinancing provided for in this Agreement.

Conditions to Closing. The closing of No Lender shall be obligated to make any Advance hereunder, nor shall any Lender, the Administrative Agent or the Collateral Agent be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing by the Administrative Agent: (a) Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the obligations of Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the parties Administrative Agent shall reasonably request in connection therewith are subject with the transactions contemplated by this Agreement, each in form and substance satisfactory to satisfaction of the Administrative Agent; (b) The Administrative Agent shall have received satisfactory evidence that each of the following conditions:Seller, the Borrower and the Collateral Manager has obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (c) The Seller, the Collateral Manager and the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit C; (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and The Borrower shall have delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited Administrative Agent a certification that no Default, Event of Default or Change of Control with respect to this Agreement) which the Borrower has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lendersoccurred, as applicable; (ii) None of the Signing Date Definitive Documents Collateral Manager shall have been terminated delivered to the Administrative Agent a certification that no Default, Event of Default or amended, restated, modified Change of Control with respect to the Collateral Manager or supplemented other than in accordance with the terms thereof; Collateral Manager Termination Event has occurred and (iii) this Agreement the Seller shall be in full force and effect; (iv) the conditions precedent have delivered to the Transaction Term Sheet and any Definitive Document shall have been satisfied Administrative Agent a certification that no Default, Event of Default or waived by the appropriate parties in accordance Change of Control with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel respect to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the TransactionSeller has occurred; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available funds.

Conditions to Closing. (i) The closing obligation of the Transaction and Purchaser to consummate the obligations of applicable transactions contemplated hereunder, including the parties in connection therewith are PIPE, is subject to satisfaction of each the fulfillment, prior to or on the Closing Date, of the following conditions: (i) each Closing Date Definitive Document 1. The representations and any other documentation necessary to consummate warranties of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Company in accordance with the terms thereofSection 3(a) shall be true and correct in form all material respects as of the date hereof and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described as if made as of such date. The representations and warranties of the Company in clauses (aSection 3(b), Section 3(e), Section 3(k) and (bSection 3(gg) shall be true and correct as of the definition thereof date hereof and as of the Closing Date as if made as of such date. The representations and warranties of the Company in Section 3(c) shall be true and correct, except for de minimis inaccuracies, as of the date hereof and as of the Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct, except for de minimis inaccuracies, as of such specified date). All other representations and warranties of the Company in Section 3 shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) as of the date hereof and as of the Closing Date as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained therein) would not have a Material Adverse Effect; 2. The Company shall have executed and delivered to the extent exhibited Purchaser a duly executed copy of the Registration Rights Agreement; and 3. The Company shall have performed in all material respects all of its obligations hereunder required to this Agreement) which has an adverse effect on HPS be performed by it, and complied with the covenants hereunder applicable to it in all material respects, at or prior to the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable;Closing. (ii) None The obligation of the Signing Company to consummate the applicable transactions contemplated hereunder, including the PIPE, is subject to the fulfillment, prior to or on the Closing Date, of the following conditions: 1. The representations and warranties of the Purchaser in Section 4 shall be true and correct (without giving effect to any qualification as to materiality contained therein) as of the date hereof and as of Closing Date Definitive Documents as if made as of such date (except for representations and warranties made as of a specified date, which shall be true and correct as of such specified date), except where the failure of such representations and warranties to be true and correct (without giving effect to any qualification as to materiality contained therein) would not reasonably be expected to prevent, materially delay or materially impair the consummation of the transactions contemplated hereby; and 2. The Purchaser shall have been terminated or amendedperformed in all material respects all of its obligations hereunder required to be performed by it, restated, modified or supplemented other than in accordance and complied with the terms thereof;covenants hereunder applicable to it in all material respects, at or prior to the Closing. (iii) The obligations of each of the Company and the Purchaser to consummate the applicable transactions contemplated hereunder are subject to the fulfillment, prior to or on the Closing Date, of the following conditions: 1. No judgment, injunction, decree or other legal restraint issued by a governmental entity shall prohibit, or have the effect of rendering unachievable, the consummation of the transactions contemplated by this Agreement Agreement; and 2. The PIPE Shares and the PIPE Warrant Shares shall be in full force and effect;have been authorized for listing on the New York Stock Exchange. (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) Neither the Company Parties shall have paid or reimbursed nor the Purchaser may rely on the failure of any and all reasonable and documented, fees and out-of-pocket expenses condition in this Section 7 to be satisfied if such failure was caused by such party’s breach of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsits obligations under this Agreement.

Conditions to Closing. The closing obligation of Lender to make the Transaction and the obligations of the parties in connection therewith are Advance is subject to the satisfaction of each of the following conditions: (ia) This Agreement, the Debenture and each Closing Date Definitive other Margin Loan Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be shall have been duly authorized, executed and delivered on a post-closing basis in accordance with to Lender by the terms thereof) other parties thereto, shall be in form full force and substance reasonably acceptable to, effect and have been executed and delivered by, each party thereto, provided, that, any provision no Default or Event of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and Default shall exist hereunder or thereunder. (b) Lender shall have received each of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be following in form and substance reasonably satisfactory to HPS Lender: (i) closing certificates including (1) a certificate from a Responsible Officer of Borrower to the effect that (A) all representations and warranties of Borrower contained in this Agreement and the other Margin Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) Borrower is not in violation of any of the Required Revolving Lenderscovenants contained in this Agreement and the other Margin Loan Documents; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) as of the date hereof, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and (E) Borrower has satisfied each of the conditions set forth in this Section 3.01; (2) a certificate of a Responsible Officer of Borrower certifying as to the incumbency and genuineness of the signature of each officer of Borrower executing Margin Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of Borrower and all amendments thereto and the statutory registers of Borrower, each, certified as of a recent date by a Responsible Officer of Borrower , (B) the bylaws or other governing document of Borrower as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of Borrower authorizing and approving the Transactions and the execution, delivery and performance of this Agreement and the other Margin Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to clause (3) of this sentence; and (3) a certificate as of a recent date of the good standing of Borrower under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇Hong Kong law opinion and New York law opinion of Wi▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Ro▇▇▇▇, counsel to Borrower; (B) Cayman Islands law opinion of Walkers, counsel to the Lender; and (C) English law opinion of Cl▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇ & Ha▇▇▇▇▇▇ ▇LP, counsel to Barclays the Lender, each addressed to Lender with respect to Borrower, the Margin Loan Documents and the Administrative Agentsuch other matters as Lender shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Lender); (iii) a certificate of Borrower and certified as accurate by a Responsible Officer of Borrower, in each case incurred pursuant that after giving effect to the representation Transactions, Borrower is Solvent; (iv) FRB Form U-1 completed to satisfaction of their respective client in connection with Lender and duly executed by Borrower; (v) a certificate of a Responsible Officer of Borrower certifying the negotiation, implementation, and closing audited financial statements of the TransactionBorrower and its Subsidiaries for the year ended December 31, 2017 to be attached to be a true, correct and complete copy thereof (the “Borrower Financial Statements”); (vi) approval evidence that Borrower has duly appointed (A) a process agent in New York City to accept such service of any and all writs, process and summonses for any action arising out of this Agreement or any other Margin Loan Document which are governed by Topco stockholders New York law; and (B) a process agent in England to accept such service of the Transaction any and the all writs, process and summonses for any action arising out of this Agreement or any other transactions contemplated Margin Loan Document which are governed by the Definitive DocumentsEnglish law; and (viiviii) a Waiver Letter. (c) There shall be sufficient Perfected Collateral in the Fees Collateral Account such that, after giving effect to the Advance, the LTV Ratio as of the Closing Date shall be equal to or less than the Initial LTV Ratio. (d) The Collateral Account shall have been established by Borrower, and Expenses the Initial Collateral Shares shall have been credited to the Collateral Account by book-entry transfer through DTC, as depositary and shall be Perfected Collateral. (e) All documented fees and expenses required to be paid under the Margin Loan Documents on or before the Closing Date, including counsel fees invoiced prior to the Closing Date, shall have been paid. (f) The representations and warranties contained in this Agreement and the other Margin Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Closing Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be paid by true and correct in all respects as of such earlier date). (g) No Default, Event of Default, Mandatory Prepayment Event or Potential Adjustment Event shall have occurred and be continuing or would result from the Company by wire transfer Advance or immediately available fundsfrom the application of the proceeds therefrom.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Debt Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary If filing of the Final Prospectus is required pursuant to consummate Rule 424(b) or Rule 434 of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Securities Act Regulations, the Final Prospectus shall have been timely filed with the Commission in accordance with Rule 424(b) or Rule 434 of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission. (b) The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and delivered bythe principal financial or accounting officer of the Corporation, each party theretodated the Closing Date, providedto the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, any provision to the Corporation's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any Definitive Document (other than supplement thereto), there has been no material adverse change in the financial condition, business or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Final Prospectus (exclusive of any supplement thereto). (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Corporation and its subsidiaries the effect of which is, in the reasonable judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Debt Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof). (d) The Underwriters shall have received an opinion, dated the Closing Date, of the Corporation's General Counsel, substantially in the form attached hereto as Exhibit A. In rendering such opinion, such counsel may state that he is passing only on matters of New York and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (e) The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation and its subsidiaries and certificates of public officials. (f) The Debt Securities shall have received a rating from each of two "nationally recognized statistical rating agencies" (as that term is defined by the Commission for the purposes of Rule 436(g)(2) under the Securities Act), each such rating to be not less than the rating set forth in the Final Prospectus. (g) At the date hereof and at the Closing Date, the Underwriters shall have received letters, dated respectively as of the date hereof and as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Date, in form and substance reasonably satisfactory to HPS them, from the Corporation's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Required Revolving LendersRegistration Statement as identified by the Representative. Such letters shall also confirm that, as applicable;with respect to the Corporation, they are independent accountants within the meaning of the published rules and regulations of the American Institute of Certified Public Accountants. (iih) None of Prior to the Signing Date Definitive Documents Closing Date, the Corporation shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent furnished to the Transaction Term Sheet Underwriters such further information, certificates and any Definitive Document shall have been satisfied or waived by documents as the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client Underwriters may reasonably request in connection with the negotiationoffering of the Debt Securities. (i) No downgrading in the rating accorded the Debt Securities or any other debt securities of the Corporation by any "nationally recognized statistical rating organization" shall have occurred, implementationor any public announcement that any such organization has under surveillance or review their ratings of the Debt Securities or any other debt securities of the Corporation (other than an announcement with positive implications of a possible upgrading, and closing no implication of a possible downgrading, of such rating), and if, in any such case, the effect thereof in the reasonable judgment of the Transaction; (vi) approval by Topco stockholders Underwriters makes it impracticable or inadvisable to proceed with the purchase of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsDebt Securities.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Capital Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary to consummate The Prospectus shall have been timely filed with the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Commission in accordance with Rule 430A of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with and there shall not have come to the attention of the Underwriters any fact that would cause the Underwriters to believe that the Prospectus, at the time it was required to be delivered byto a purchaser of the Capital Securities, each party theretocontained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made, providedin light of the circumstances existing at such time, not misleading. (b) The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and the principal financial or accounting officer of the Corporation, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement and this Agreement and that, any provision : (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Registration Statement (exclusive of any Definitive Document supplement thereto), there has been no material adverse change in the condition (other than financial or other), earnings, business or properties of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Registration Statement (exclusive of any supplement thereto). (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Closing Date Definitive Document described Corporation and its subsidiaries the effect of which is, in clauses (a) and (b) the judgment of the definition thereof Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the extent exhibited to this Agreement) which has an adverse effect on HPS offering or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or delivery of the Required Revolving Lenders, Capital Securities as applicable;contemplated by the Registration Statement (exclusive of any amendment thereof). (iid) None of the Signing Date Definitive Documents The Underwriters shall have been terminated or amendedreceived an opinion, restateddated the Closing Date, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit A. In rendering such opinion, counsel may state that they are passing only on matters of New York and United States Federal law. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (B) counsel shall state in their opinion that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust and certificates of public officials. (e) The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇ LLP▇. ▇▇▇▇▇▇▇, General Counsel to the Corporation, substantially in the form attached hereto as Exhibit B. In rendering such opinion, such counsel may state that he is passing only on matters of New York and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust, and certificates of public officials. (f) The Underwriters shall have received an opinion, dated the Closing Date, of White & Case, counsel to Barclays the Trust Company and Trust Delaware, substantially in the form attached hereto as Exhibit C. (g) The Underwriters shall have received an opinion, dated the Closing Date, of Cravath, Swaine & ▇▇▇▇▇, counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (A) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (B) counsel shall state in their opinion that they believe that they and the Administrative AgentUnderwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust and certificates of public officials. (h) The Underwriters shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special Delaware counsel to the Corporation and the Trust, substantially to the effect and in the form attached hereto as Exhibit D. (i) The Capital Securities shall have received a rating from each of ▇▇▇▇▇'▇ Investor Service, Inc. and Standard & Poor's Rating Services, each such rating to be not less than the rating set forth in the Registration Statement. (j) The Underwriters shall have received on the Closing Date a letter, dated the Closing Date, in each case incurred pursuant form and substance reasonably satisfactory to them, from Price Waterhouse LLP independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the representation of their respective client financial statements and certain financial information, including the financial information contained or incorporated by reference in the Registration Statement as identified by the Representative. (k) Prior to the Closing Date, the Corporation shall have furnished to the Underwriters such further information, certificates and documents as the Underwriters may reasonably request in connection with the negotiationoffering of the Capital Securities. (l) No downgrading in the rating accorded the Capital Securities or any other debt securities of the Corporation by any "nationally recognized statistical rating organization" (as that term is defined by the SEC for the purposes of Rule 436(g)(2) under the Securities Act) shall have occurred, implementationor any public announcement that any such organization has under surveillance or review their ratings of the Capital Securities or any other debt securities of the Corporation (other than an announcement with positive implications of a possible upgrading, and closing no implication of a possible downgrading, of such rating), and if, in any such case, the effect thereof in the reasonable judgment of the Transaction; (vi) approval by Topco stockholders Underwriters makes it impracticable or inadvisable to proceed with the purchase of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsCapital Securities.

Conditions to Closing. The closing of 7.01 Conditions to the Transaction Parent’s, the Bank’s and the Merger Sub’s Obligations. The obligations of the parties in connection therewith Parent, the Bank and the Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Parent, the Bank and the Merger Sub in writing) of the following conditions as of the Closing Date: (a) The representations and warranties of the Company contained in Article III of this Agreement shall be true and correct as of the Closing Date (except to the extent made with reference to an earlier date, in which case as of such earlier date), except where the failure of any such representation or warranty to be true and correct (without giving effect to any “materiality,” “material” or “Material Adverse Effect” qualifier set forth therein) as of the Closing Date (or express earlier date) would not have a Material Adverse Effect; (b) The Company shall have performed and complied with all obligations and agreements required by this Agreement to be performed or complied with by them on or prior to the Closing Date, except to the extent the failure to so perform and comply would not have a Material Adverse Effect; (c) The Merger shall have been approved and this Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the MBCA and the Organizational Documents (the “Stockholder Approval”); (d) The applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws set forth on Schedule 7.01(d) shall have expired or been terminated; (i) All Massachusetts and Federal banking regulatory approvals required to consummate the transactions contemplated by this Agreement and (ii) all other necessary approvals, authorizations and consents of any Governmental Entities required to consummate the transactions contemplated by this Agreement, the failure of which in the case of this clause (ii) to obtain would reasonably be expected to have a Material Adverse Effect with respect to the Parent, the Bank or the Company shall have been obtained and shall remain in full force and effect and all waiting periods relating to such approvals, authorizations or consents shall have expired; (f) Reserved; (g) No judgment, decree or order shall have been entered that would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (h) The Merger Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Merger Registration Statement shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and, if the offer and sale of Parent Common Stock in the Merger is subject to the state securities or “blue sky” laws of any state, shall not be subject to a stop order of any state securities commissioner; (i) The Company shall have delivered to the Parent and the Bank each of the following conditionsfollowing: (i) each a certificate of an authorized officer of the Company in his or her capacity as such, dated as of the Closing Date Definitive Document Date, stating that the conditions specified in Sections 7.01(a) and any other documentation necessary to consummate 7.01(b) have been satisfied; (ii) certified copies of resolutions of the Transaction requisite stockholders of the Company for the Stockholder Approval approving the consummation of the transactions contemplated by this Agreement; (other than those documents permitted to be iii) a duly executed and delivered on a post-closing basis in accordance with the terms thereof) shall be certificate, in form and substance reasonably acceptable toas prescribed by Treasury Regulations promulgated under Code Section 1445, stating that such Company is not, and has not been, during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c) of the Code; and (iv) certified copies of resolutions duly adopted by the Company’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (j) The Adjustment Escrow Agreement shall have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document by the Representative and the Escrow Agent; (other than as set forth in k) The Parent shall have received the forms of Executive Compensation Proposals executed by the counterparties thereto at or prior to the Closing Date Definitive Document described in clauses (a) and (b) to take effect upon consummation of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form Merger), and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement such Executive Compensation Proposals shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (viil) Parent shall have received from the Fees Securityholders listed on Schedule 7.01(l) agreements reasonably restricting the sale of their shares of Parent Common Stock in the amounts and Expenses for the periods specified therein. If the Closing occurs, all Closing conditions set forth in this Section 7.01 that have not been fully satisfied as of such date the Closing shall be paid deemed to have been waived by the Company by wire transfer or immediately available fundsParent and the Merger Sub.

Conditions to Closing. The closing of the Transaction and the several obligations of the parties in connection therewith are Underwriters to purchase and pay for the Capital Securities will be subject to satisfaction of each of the following conditions: (ia) each Closing Date Definitive Document and any other documentation necessary If filing of the Final Prospectus is required pursuant to consummate Rule 424(b) of the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis Securities Act Regulations, the Final Prospectus shall have been timely filed with the Commission in accordance with Rule 424(b) of the terms thereof) Securities Act Regulations; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in form and substance reasonably acceptable to, and have been executed issued under the Securities Act or proceedings therefor initiated or threatened by the Commission. (b) The Underwriters shall have received, on the Closing Date, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board or any Executive or Senior Vice President and delivered bythe principal financial or accounting officer of the Corporation, each party theretodated the Closing Date, providedto the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Corporation in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Corporation has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, any provision to the Corporation's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any Definitive Document (other than supplement thereto), there has been no material adverse change in the financial condition, business or results of operations of the Corporation and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the forms Final Prospectus (exclusive of any supplement thereto). (c) Subsequent to the date hereof or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof), there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Corporation and its subsidiaries the effect of which is, in the reasonable judgment of the Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Capital Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment thereof). (d) The Underwriters shall have received an opinion, dated the Closing Date, of special counsel to the Corporation, substantially in the form attached hereto as Exhibit A. In rendering such opinion, counsel may state that they are passing only on matters of New York and United States Federal law. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust and certificates of public officials. (e) The Underwriters shall have received an opinion, dated the Closing Date, of the Corporation's General Counsel, substantially in the form attached hereto as Exhibit B. In rendering such opinion, such counsel may state that he is passing only on matters of New York and United States Federal law. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust, and certificates of public officials. (f) The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Trust Company and Trust Delaware, substantially in the form attached hereto as Exhibit C. (g) The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Underwriters as to such matters as the Underwriters shall reasonably request. In rendering such opinion, counsel may rely upon an opinion or opinions, each dated the Closing Date, of other counsel retained by them or the Corporation as to laws of any jurisdiction other than the United States or the State of New York, provided that (i) such reliance is expressly authorized by each opinion so relied upon and a copy of each such opinion is delivered to the Underwriters, and (ii) counsel shall state in their opinion that they believe that they and the Underwriters are justified in relying thereon. Insofar as such opinions involve factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Corporation, its subsidiaries and the Trust and certificates of public officials. (h) The Underwriters shall have received an opinion, dated the Closing Date, of special Delaware counsel to the Corporation and the Trust, substantially to the effect and in the form attached hereto as Exhibit D. (i) The Capital Securities shall have received a rating from each of two "nationally recognized statistical rating agencies" (as that term is defined by the Commission for the purposes of Rule 436(g)(2) under the Securities Act), each such rating to be not less than the rating set forth in the Final Prospectus. (j) At the date hereof and at the Closing Date, the Underwriters shall have received letters, dated respectively as of the date hereof and as of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be Date, in form and substance reasonably satisfactory to HPS them, from the Corporation's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the financial information contained or incorporated by reference in the Required Revolving LendersRegistration Statement as identified by the Representative. Such letters shall also confirm that, as applicable;with respect to the Corporation, they are independent accountants within the meaning of the published rules and regulations of the American Institute of Certified Public Accountants. (iik) None of Prior to the Signing Date Definitive Documents Closing Date, the Corporation shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent furnished to the Transaction Term Sheet Underwriters such further information, certificates and any Definitive Document shall have been satisfied or waived by documents as the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client Underwriters may reasonably request in connection with the negotiationoffering of the Capital Securities. (l) No downgrading in the rating accorded the Capital Securities or any other debt securities of the Corporation by any "nationally recognized statistical rating organization" shall have occurred, implementationor any public announcement that any such organization has under surveillance or review their ratings of the Capital Securities or any other debt securities of the Corporation (other than an announcement with positive implications of a possible upgrading, and closing no implication of a possible downgrading, of such rating), and if, in any such case, the effect thereof in the reasonable judgment of the Transaction; (vi) approval by Topco stockholders Underwriters makes it impracticable or inadvisable to proceed with the purchase of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsCapital Securities.

Conditions to Closing. The closing respective obligations of Seller, on the one hand, and Buyer, on the other hand, to effect the sale and purchase of the Transaction and Turbines is conditioned on satisfaction or waiver, prior to the obligations of the parties in connection therewith are subject to satisfaction of each Closing Date, of the following conditions: (a) the representations and warranties of the other Party, contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date, and (i) Buyer shall have received a certificate from Seller to such effect signed by a duly authorized officer thereof in respect of the representations and warranties made herein by Seller, and (ii) Seller shall have received a certificate from Buyer to such effect signed by a duly authorized officer thereof in respect of the representations and warranties made herein by Buyer; (b) no preliminary or permanent injunction or other order, judgment or decree by any federal or state court which prevents the consummation of the sale of the Turbines contemplated hereby shall have been issued and remain in effect (each Closing Date Definitive Document Party agreeing to use its commercially reasonable efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any other documentation necessary to consummate Governmental Authority which prohibits the Transaction consummation of the sale of the Turbines; (other than those documents permitted to be executed and delivered on a post-closing basis c) the Bankruptcy Court shall have entered the Approval Order in accordance with the terms thereof) shall be in form and substance of Exhibit A and with such changes as are reasonably acceptable toto Buyer and Seller and their respective counsel, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement such Approval Order shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing effect as of the Transaction; (vi) approval by Topco stockholders Closing and shall not be subject to any enforceable stay pending appeal as of the Transaction and the other transactions contemplated by the Definitive DocumentsClosing Date; and (viid) all regulatory approvals necessary for the Fees consummation of the transaction contemplated hereby have been received by Seller and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsBuyer.

Conditions to Closing. The closing of the Transaction and following are conditions precedent to the obligations of the parties in connection therewith are subject Company to satisfaction of each consummate the redemption and complete liquidation of the following conditionsMember Interest at "Closing" (as defined in Section 5, below) as contemplated by this Agreement: (ia) each All of Member's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made, and shall be true, correct and complete (without giving effect to any limitations based on the knowledge of the representing party) as of the "Closing Date Definitive Document Date" (as defined in Section 5, below) and any other documentation necessary to consummate the Transaction Closing. (other than those documents permitted b) Member shall have performed its obligations hereunder and shall have tendered all deliveries to be executed and delivered made by it on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of or before the Closing Date Definitive Document described or as otherwise required under this Agreement. (c) There shall be no litigation, arbitration, suits, claims, administrative agency or other governmental action, or any other proceeding of any kind whatsoever, pending or threatened, which could materially and adversely affect the ability of either party to perform its obligations under this Agreement. (d) Following the date of this Agreement, there shall have been no material changes, threatened or actual, in clauses (ai) and (b) the physical condition of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS Shopping Center or the Revolving Lenders shall be in form Tracts (collectively, the "Property") (including, without limitation, any change relating to hazardous substances or toxic materials), reasonable wear and substance reasonably satisfactory to HPS or the Required Revolving Lenderstear excepted, as applicable; (ii) None the net operating income of the Signing Date Definitive Documents shall have been terminated or amendedProperty, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; the condition of title to the Property, (iv) the conditions precedent availability of, or charges associated with, any utility services provided to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms Property, (v) the existence of governmental licenses, permits and approvals respecting the Property or the use thereof, (vi) the availability or existence of signage for the Property, (vii) access from Property to physically open, dedicated and accepted public streets, or (viii) the terms or enforceability of any leases or rental agreements relating to the Property. (e) No proceedings shall be pending or threatened which could (i) cause the change, redesignation or other modification of the zoning classification of, or of any building code or environmental requirements applicable to, the Property, or any portion thereof, or (ii) materially and adversely affect the value of the Property or the ability of the Company Parties to operate the Property in the manner contemplated by the parties. (f) The Company shall be in a position to close that certain permanent loan in the original principal amount of $46.4 million (the "GMAC Loan") which is being provided by GMAC Mortgage Corporation ("Lender") and to receive the full disbursement of the proceeds thereof concurrently with the Closing hereunder. (g) Member shall have paid obtained the consent of the ground lessor of the ground lease applicable to the Tract identified as "Tract 14" so as to permit assignment of that ground lease to Member or reimbursed Assignee. So long as the Company is not in default under any and all reasonable and documentedmaterial provision of this Agreement, fees and out-of-pocket expenses if any condition to close has not been satisfied as of the Closing Date, the Company may, in its sole discretion, (A) Milbank LLP, counsel terminate this Agreement by delivering written notice to HPSMember on or before the Closing Date, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPelect to extend the Closing for a period up to ninety (90) days to facilitate the satisfaction of such condition, counsel to the Consenting Preferred Equityholders, or (C) Ropes & Gray LLP, counsel elect to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and consummate the Administrative Agenttransactions notwithstanding the non-satisfaction of such condition, in each case incurred pursuant which event such party shall be deemed to have waived any such condition. Notwithstanding the foregoing, the failure of a condition due to the representation breach of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of a party shall not relieve such date shall be paid by the Company by wire transfer or immediately available fundsbreaching party from any liability it would otherwise have hereunder.

Conditions to Closing. The closing obligation of the Transaction Lessors to acquire the Property to be purchased and leased on the Closing Date is subject to: (I) receipt of a Closing Date Notice for the Closing Date at least five Euro-Dollar Business Days prior to the Closing Date; (II) performance by the Lessee of all of its obligations under this Lease required to be performed on and as of the parties in connection therewith are subject Closing Date; (III) the fact that no Event of Loss has occurred with respect to any of the Property to be purchased and leased on the Closing Date; and (IV) the satisfaction of each of the following further conditions: (ia) each receipt by the Agent on behalf of the Lessors of the Assignment of Improved Real Property Purchase and Sale Agreement duly executed by the Lessee; (b) receipt by the Agent on behalf of the Lessors of the Deed, the ▇▇▇▇ of Sale and Assignment, and the Seller Ancillary Transfer Documents duly executed (and notarized, where applicable) by the Seller; (c) on and as of the Closing Date Definitive Document no Event of Default or Unmatured Event of Default shall have occurred and any be continuing; (d) the representations and warranties contained in this Lease and the other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and Lease Documents which have then been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than by the Lessee shall be true on and as set forth in the forms of the Closing Date Definitive Document described in clauses (a) as though made on and (b) as of the definition thereof Closing Date, the Lessors shall have good and marketable title to the extent exhibited Property to this Agreement) which has an adverse effect be purchased and leased on HPS or the Revolving Lenders shall be in form Closing Date, free and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableclear of any and all Liens other than Permitted Liens; (iie) None receipt by the Agent on behalf of the Signing Lessors of certified copies of all corporate action taken by the Lessee to authorize the execution, delivery and performance of this Lease and the other Lease Documents delivered on the Closing Date, good standing certificates of the Lessee in its state of incorporation and in states where Lessee is required to qualify to do business, together with a certificate of the Secretary or Assistant Secretary of Lessee as to the charter, by-laws of Lessee and such other corporate documents and other papers as the Agent may reasonably request; (f) on the Closing Date Definitive Documents the filing for recording of the Memorandum of Lease in the office of the county recorder of the county in which the Land is located shall have duly occurred, or the same shall have been terminated or amended, restated, modified or supplemented other than in accordance delivered to Title Company with recording instructions satisfactory to the terms thereofAgent; (iiig) this Agreement on the Closing Date the filing for recording of the Deed of Trust in the office of the county recorder of the county in which the Land is located shall be in full force and effecthave duly occurred, or the same shall have been delivered to Title Company with recording instructions satisfactory to the Agent; (ivh) on the conditions precedent Closing Date all filings or recordings necessary or advisable, in the opinion of the Agent (including, but not limited to, filings of UCC-1 financing statements in the office of the California Secretary of State) to perfect the right, title and interest of the Agent on behalf of the Lessors in and to the Transaction Term Sheet Personal Property purchased and any Definitive Document leased on the Closing Date shall have been satisfied duly made (or waived duly executed and appropriately completed UCC-1 financing statements shall have been delivered to a filing service satisfactory to the Agent with filing instructions satisfactory to the Agent); (i) receipt by the appropriate parties in accordance with their terms (v) Agent on behalf of the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Lessors of (A) Milbank LLP, counsel to HPS, (B) opinions of Messrs ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Lessee, each dated the Closing Date, and substantially in the forms included in Exhibit F hereto (the Lessee hereby instructing such counsel so to deliver such opinions to the Consenting Preferred EquityholdersAgent); (j) receipt by the Agent on behalf of the Lessors of the evidence of insurance referred to in Section 11 (e) hereof; (k) receipt by the Agent on behalf of the Lessors of a certificate, (C) Ropes & Gray LLPdated the Closing Date, counsel of a duly Authorized Officer of Lessee as to Adventthe incumbency, and setting forth a specimen signature, of each of the persons (Di) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPwho has signed this Lease on behalf of Lessee; (ii) who will sign the other applicable Lease Documents on behalf of Lessee; and (iii) who will, counsel to Barclays until replaced by other persons duly authorized for that purpose, act as the representatives of Lessee for the purpose of signing documents in connection with the Lease Documents and the Administrative transactions contemplated hereby; (l) receipt by the Agent on behalf of the Lessors of a certificate, dated the Closing Date, of an Authorized Officer of Lessee stating that the representations and warranties contained in Section 2 hereof are true and correct on and as of the Closing Date as though made on and as of the Closing Date; (m) receipt by the Agent on behalf of the Lessors of such other documents and information with respect to the matters contemplated hereby as the Agent or any Lessor may reasonably request; (n) on the Closing Date, the Lessee shall have paid to the Agent for the account of the Lessors (pro rata according to their respective Commitment Percentages) a fee equal to 0.45% of the Commitment on the Closing Date; (o) on the Closing Date, the Lessee shall have paid, or reimbursed the Agent, for all costs and expenses (including without limitation the fees of counsel in each case the amount of $50,000, and disbursements of counsel) incurred pursuant to the representation of their respective client by it in connection with the negotiation, implementation, execution and closing delivery hereof and of the Transactionother Lease Documents on the transactions occurring on the Closing Date; provided, however, at Lessee's option (to be elected in writing prior to the Closing Date), the same may be capitalized and added to the Aggregate Lease Investment Balance; (vip) approval by Topco stockholders Agent shall have received on behalf of the Transaction Lessors an Appraisal in form and substance satisfactory to Agent, as to the Fair Market Sales Value of the Property as of the Closing Date and as of the end of the Initial Term and the other transactions contemplated Renewal Term of the Property; (q) Agent shall have received on behalf of the Lessors an Environmental Audit of the Real Property in form and substance acceptable to Agent in its sole and absolute discretion; Agent acknowledges receipt and approval of the Environmental Audit titled Limited Site Assessment prepared by ▇▇▇▇▇ International Incorporated and dated February 13, 1996, and based thereon, Agent acknowledges that this condition 3 (q) has been satisfied; (r) Lessee shall have elected to cause Collateralization to become in effect by taking the Definitive Documentsactions set forth in Section 4 (g) (v); and (viis) the Fees and Expenses as of such date Agent shall be paid by the Company by wire transfer or immediately available fundshave received a Signing Certificate from Lessee.

Conditions to Closing. The closing 10.1 It is a condition precedent to Closing that: (a) all approvals required under the Regulations (including without limitation, the Competition Act approval as provided for in Section 10.1(b)) must have been obtained or that such approval or consent requirements have been waived or otherwise lapsed. Each of the Transaction Parties shall use all reasonable efforts to obtain any such consents. Notwithstanding the foregoing, the Parties acknowledge that the consent of buyers under production sale agreements may not be obtainable until after Closing and that the acquisition of such consents will not be a condition precedent to Closing; and (b) the Competition Act Notification shall have been submitted and (i) any waiting periods prescribed thereunder shall have expired and the obligations Parties shall have received a letter from the Commissioner of Competition stating that the Commissioner of Competition does not, at that time, intend to make an application under section 92 of the parties Competition Act in connection therewith are respect of the transactions contemplated herein; or (ii) the Parties shall have received an Advance Ruling Certificate from the Commissioner of Competition in respect of the transactions contemplated herein; or (iii) the Commissioner of Competition shall have waived the obligation to file under section 114 of the Competition Act and the Parties shall have received a letter from the Commissioner of Competition stating that the Commissioner of Competition does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated herein. 10.2 The obligation of Purchaser to complete the purchase hereunder is subject to satisfaction the following conditions precedent: (a) There will have been no damage to or alteration of any of the Assets between the Effective Date and the Closing Date that, in Purchaser's reasonable opinion, would materially and adversely affect the value of the Assets, except and to the extent approved in writing by Purchaser; and Vendor shall have delivered to Purchaser a certificate of a Vice President, Corporate Secretary, or other senior officer of Vendor, in the form of schedule “K”, dated as of the Closing Date, that, to the knowledge of Vendor, there has been no such damage or alteration of any of the Assets during such period; provided that a change in the prices at which Petroleum Substances may be sold or a change in reservoir conditions will not be regarded as material damage to or an alteration of the Assets. (b) Vendor will have provided the nominees of Purchaser with reasonable access to Vendor's records pertaining to the Assets, and to the Assets, pursuant to article 8. (c) Vendor will have complied in all material respects with each of the following conditions:terms of this Agreement, to be complied with by Vendor, at or prior to the Closing Date. (id) each Closing Date Definitive Document The representations and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis warranties of Vendor contained in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be true in full force all material respects when made and as of the Closing Date, and Vendor will have delivered to Purchaser the certificate of a Vice President, Corporate Secretary, or other senior officer of Vendor, in the form of schedule “K”, dated as of the Closing Date, to that effect;, except for those changes thereto that necessarily arise as a consequence of the operation of the provisions of this Agreement, as specifically provided herein. (ive) Vendor will have delivered to Purchaser the conditions precedent Conveyance Documents executed by Vendor and those other documents and materials described in clause 3.3, which are to be provided to Purchaser at Closing. (f) Vendor will have, if requested pursuant to clause 8.10, delivered at or prior to Closing security discharges, where possible, or no interest letters for any Security Interest held by any Third Party encumbering Vendor’s interest in the Transaction Term Sheet and Assets, or any Definitive Document shall part or portion thereof. (g) No proceedings will have been satisfied initiated whereby any Third Party, as a consequence of the Parties entering into the subject transaction, is seeking to enjoin or prohibit the Parties from completing the subject transaction. (h) Except as provided for in clause 7.7, all preferential rights of purchase, or similar restrictions, which become operative by virtue of this Agreement, or the transaction to be effected by it, will have been exercised or waived by the appropriate parties possessors thereof or all times periods in accordance with their termswhich such rights may be exercised will have expired. 10.3 The obligation of Vendor to complete the sale hereunder is subject to the following conditions precedent: (va) Purchaser will have complied in all material respects with each of the Company terms of this Agreement, to be complied with by Purchaser, at or prior to the Closing Date. (b) Purchaser will have tendered to Vendor the Purchase Price in the manner provided for in clause 2.3, subject to any adjustments provided for in article 4, and any alteration expressly provided for herein. (c) The representations and warranties of Purchaser contained in this Agreement shall be true in all material respects when made and as of the Closing Date, and Purchaser will have delivered to Vendor a certificate of a Vice President, Corporate Secretary, or other senior officer of Purchaser, in the form of schedule “L”, dated as of the Closing Date, to that effect. (d) Purchaser will have executed and delivered to Vendor at least one copy of the Conveyance Documents provided by Vendor to Purchaser at or prior to Closing and those other documents described in clause 3.4. (e) No proceedings will have been initiated whereby any third, as a consequence of the Parties entering into the subject transaction, is seeking to enjoin or prohibit the Parties from completing the subject transaction. (f) Except as provided for in clause 7.7, all preferential rights of purchase, or similar restrictions, which become operative by virtue of this Agreement, or the transaction to be effected by it, will have been exercised or waived by the possessors thereof or all times periods in which such rights may be exercised will have expired. 10.4 The conditions in clauses 10.2 and 10.3 are for the sole benefit of Purchaser and Vendor respectively. The Party for the benefit of which such conditions have been included may waive any of them, in whole or in part, by written notice to the other Party, without prejudice to any of the rights of the Party waiving such condition, including, without limitation, reliance on or enforcement of the representations that are preserved and pertain to conditions similar to the condition so waived. 10.5 In the event any of the conditions in clauses 10.2 or 10.3 has not been satisfied at or before the Closing Date and the Party for the benefit of which such condition has been included has not waived such condition, that Party may terminate this Agreement by written notice to the other Party. Notwithstanding the forgoing, a Party shall have paid not be entitled to terminate this Agreement due to a failure of any the conditions in clauses 10.1, 10.2 or reimbursed any 10.3, if the reason for the failure of such condition to be satisfied is due to such Party’s breach of a term or condition in this Agreement. However, a Party may not terminate this Agreement in such manner after Closing; and its remedies thereafter, if any, with respect to the failure to satisfy such condition will be limited to damages. 10.6 Each Party shall proceed diligently and in good faith and use all reasonable efforts with respect to all matters within its control to satisfy the conditions referred to in clauses 10.1, 10.2 and documented, 10.3. 10.7 All filing fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection associated with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated Competition Act Notification shall be borne equally by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsParties.

Conditions to Closing. (a) The closing of the Transaction and the obligations of the parties in connection therewith Company and the Purchasers to consummate the transactions contemplated hereby at the Closing are subject to the satisfaction of each the following conditions: no temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in effect, and no statutes, rules or regulations shall have been enacted by any governmental authority (of the United States or otherwise) which prevents the consummation of the transactions contemplated hereby. (b) The obligations of the Purchasers to consummate the transactions contemplated hereby at the Closing are subject to the satisfaction or waiver of the following conditions: (i) each the representations and warranties of the Company set forth in Section 2 of this Agreement shall be true and correct in all material respects as of the date when made and (unless made as of a specified date) as of the Closing Date; and the Company shall have performed in all material respects its covenants set forth in this Agreement to be performed prior to the Closing Date Definitive Document and shall not have taken any other documentation necessary action which (if any shares of Preferred Stock or the Notes were outstanding) would violate any provision of the Certificate of Designation or this Agreement, as the case may be; (ii) King & Spalding, counsel to consummate the Company, shall have delivered to the Purchasers an opinion (the "Opinion of Counsel") dated the Closing Date with respect to the matters set forth in Exhibit C hereto; (iii) the Company shall have received and delivered to the Purchasers a copy of the opinion from SunTrust Equitable Securities Corporation ("SESC"), in form and substance satisfactory to the Purchasers dated as of December 18, 1998, to the effect that the terms of the Acquisition Agreement, this Agreement, each document contemplated by this Agreement (the "Transaction Documents") and the Revolving Credit Agreement (other than those documents permitted the "Revolving Credit Facility") to be entered among the Company, the lenders identified therein (the "Lenders") and NationsBank, N.A. ("NationsBank"), as administrative agent and as issuing bank (the "Revolving Credit Agreement"), taken as a whole, are fair, from a financial point of view, to the Company (the "Fairness Opinion"); (iv) the Company and the Purchasers shall have entered into a warrant agreement in the form of Exhibit B hereto (the "Warrant Agreement"); (v) simultaneously with the Closing, the Company shall have duly authorized and executed a certificate of designation substantially in the form of Exhibit D hereto, setting forth the rights and delivered on a post-closing basis preferences of the Preferred Stock (the "Certificate of Designation"), and the Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware in accordance with the terms thereofGeneral Corporation Law of the State of Delaware (the "DGCL"), which Certificate of Designation shall amend and supplement the Amended and Restated Certificate of Incorporation, as amended, of the Company (the Amended and Restated Certificate of Incorporation, as amended, including such Certificate of Designation, the "Certificate of Incorporation"); (vi) the Company shall have paid (X) to FFT the Advisory Fee and (Y) to the Purchasers the expenses, both as provided in Section 1.5; (vii) the Common Stock to be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision issued upon conversion of any Definitive Document (other than as set forth in the forms 50,000 shares of Preferred Stock to be issued on the Closing Date Definitive Document described in clauses (a) and (b) or upon exercise of the definition thereof Warrants shall have been approved for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") National Market, subject to official notice of issuance; (viii) the extent exhibited to this Agreement) which has an adverse effect on HPS or Purchasers shall have received true, complete and correct copies of such agreements, schedules, exhibits, certificates, documents, financial information and filings as it may reasonably request in connection with the Revolving Lenders shall be Transaction Documents, all in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicablePurchasers; (iiix) None of the Signing Date Definitive Documents Purchasers shall have been terminated or amendedreceived true copies of all consents, restated, modified or supplemented other than licenses and approvals required in accordance connection with the terms thereof; (iii) execution, delivery, performance, validity and enforceability of this Agreement and the Transaction Documents, and such consents, licenses and approvals shall be in full force and effecteffect and shall be reasonably satisfactory in form and substance to the Purchasers; (ivx) the conditions precedent there shall not have occurred prior to the Transaction Term Sheet and Closing Date (x) any Definitive Document shall have been satisfied or waived Material Adverse Change as determined by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇Ferr▇▇ ▇▇▇e▇▇▇ & ▇▇▇▇▇▇▇▇ LLP& ▇o. ("FFT"), counsel the general partner of the Purchasers, in its reasonable judgment or (y) the legal inability of the Company to issue and deliver to the Consenting Preferred Equityholders, Purchasers the Purchased Securities; (Cxi) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client all proceedings taken in connection with the negotiation, implementation, issuance and closing sale of the Transaction; (vi) approval by Topco stockholders of the Transaction Securities and the other transactions contemplated by the Definitive Documents; and (vii) the Fees hereby and Expenses as of such date all documents and papers relating thereto shall be paid by the Company by wire transfer or immediately available funds.reasonably satisfactory in form and

Conditions to Closing. (a) The closing obligation of Purchaser to consummate the transactions contemplated under this Agreement is subject to the fulfillment, as of the Transaction and the obligations of the parties in connection therewith are subject to satisfaction Closing Date, of each of the following conditions: (i) each Each of the representations and warranties of Seller in this Agreement that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the Closing Date Definitive Document as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be so true and correct, on and as of such earlier date), and all other representations and warranties of Seller in this Agreement not so qualified shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be so true and correct, on and as of such earlier date). (ii) Seller shall have performed and complied in all material respects with all covenants, obligations and undertakings required by this Agreement to be performed or complied with on or prior to the Closing Date; (iii) The applicable waiting period, including any extension thereof, under the HSR Act shall have expired without action taken to prevent consummation of the transactions contemplated by this Agreement; (iv) No statute, rule or regulation shall have been enacted and no judgment, order or decree shall have been rendered which has the effect of enjoining the consummation of the transactions contemplated by this Agreement; (v) since December 31, 2004, there not having occurred any event, change, development, condition or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. For purposes of this Section 7.01(v) only, “Material Adverse Effect,” as used in this Section 7.01(v), shall mean any event, change, development, condition or effect (any such item, an “Effect”) that, either individually or together with all other documentation Effects, is materially adverse to the financial condition, business or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following will be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any Effect resulting from compliance with the terms and conditions of this Agreement; (ii) any Effect resulting from the announcement or pendency of this Agreement or the transactions contemplated hereby, including any loss of employees or customers; (iii) any Effect resulting from changes in laws or accounting principles, in each case adopted after the date of this Agreement; or (iv) any Effect resulting from any action or omission of the Company or any of its subsidiaries taken with the prior written consent of the Purchaser; and (vi) Purchaser shall have obtained funds necessary to consummate the Transaction (transactions contemplated by this Agreement from some other than those documents permitted to be executed financing source or Purchaser shall have obtained the funds contemplated by the Debt Financing on the same or more favorable terms and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as conditions set forth in the forms Commitment Letter (b) The obligation of Seller to consummate the transactions contemplated under this Agreement is subject to the fulfillment, as of the Closing Date, of each of the following conditions: (i) Each of the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the Closing Date Definitive Document described in clauses (a) and (b) of as though made on the definition thereof Closing Date, except to the extent exhibited such representations and warranties expressly relate to this Agreement) an earlier date (in which has an adverse effect on HPS or the Revolving Lenders case such representations and warranties shall be true and correct in form all material respects, on and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicableof such earlier date); (ii) None of the Signing Date Definitive Documents Purchaser shall have been terminated performed and complied in all material respects with all covenants, obligations and undertakings required by this Agreement to be performed or amended, restated, modified complied with on or supplemented other than in accordance with prior to the terms thereofClosing Date; (iii) The applicable waiting period, including any extension thereof, under the HSR Act shall have expired without action taken to prevent consummation of the transactions contemplated by this Agreement shall be in full force and effect;Agreement; and (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document No statute, rule or regulation shall have been satisfied enacted and no judgment, order or waived by the appropriate parties in accordance with their terms (v) the Company Parties decree shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses been rendered which has the effect of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to enjoining the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing consummation of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsthis Agreement.

Conditions to Closing. The closing of Unless waived by the Transaction and Managers, the several obligations of the parties in connection therewith Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date of the Underwriting Agreement and the Closing Date (as if made on the Closing Date) and the performance by the Company of all the obligations to be performed by it under this Agreement on or prior to the Closing Date and the satisfaction of each of the following conditions: (ia) each Subsequent to the Applicable Time and prior to the Closing Date Definitive Document and Date, there shall not have occurred any other documentation necessary to consummate downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Transaction direction of the possible change, in the rating accorded the Company or any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with b) No stop order suspending the terms thereof) effectiveness of the Registration Statement shall be in form and substance reasonably acceptable toeffect, and no proceedings for such purpose shall be pending before or threatened by the Commission, and there shall not have been executed occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties or operations of the Company and delivered byits consolidated subsidiaries, each party theretotaken as a whole, provided, that, any provision of any Definitive Document (other than as from that set forth in the forms Time of Sale Prospectus, that, in the judgment of the Managers, is material and adverse and that makes it, in the judgment of the Managers, impracticable or inadvisable to market or deliver the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus; and the Managers shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by either the chief executive officer or chief financial officer of the Company, to the foregoing effect. Such certificate will also provide that the representations and warranties of the Company contained herein are true and correct as of the Closing Date Definitive Document described in clauses (a) and (b) of that the definition thereof Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the extent exhibited Closing Date. The officer making such certificate may rely upon the best of his knowledge as to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable;proceedings threatened. (iic) None of the Signing Date Definitive Documents The Managers shall have been terminated or amended, restated, modified or supplemented other than in accordance with received on the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses Closing Date an opinion of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇, Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to the Underwriters), dated the Closing Date, addressed to the Managers to the effect (as applicable) that: (i) each of the Company and Kansas Gas and Electric Company (the “Principal Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) all of the issued shares of capital stock of the Principal Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares and except as otherwise set forth in the Time of Sale Prospectus and the Prospectus) are owned directly and indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that both the Managers and he are justified in relying upon such opinions and certificates); (iii) the Company has an authorized capitalization as set forth in the Time of Sale Prospectus and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iv) each of the indenture dated as of August 1, 1998 (the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee (the “Senior Debt Trustee”), the indenture to be dated as of a date indicated in a relevant prospectus supplement (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Subordinated Debt Trustee”), the Mortgage and Deed of Trust, dated July 1, 1939, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to ▇▇▇▇▇▇ LLPTrust and Savings Bank, counsel as trustee (the “Mortgage Bond Trustee”), as amended and supplemented by [ ] indentures supplemental thereto (such Mortgage and Deed of Trust, as heretofore amended and supplemented, the “Mortgage”) and as to be amended and supplemented by the Consenting Preferred Equityholderssupplemental indenture, to be dated as of a date indicated in a relevant prospectus supplement (Cthe “Supplemental Indenture”) Ropes & Gray LLP(the Mortgage, counsel to Adventas so amended and supplemented by such supplemental indentures, the “Amended Mortgage”), has been duly authorized, executed and delivered by the Company; (Dv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPassuming the due authorization, counsel to Barclays execution and delivery by the Administrative Agentother parties thereto, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, Amended Mortgage constitutes a valid and closing binding agreement of the TransactionCompany, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (vi) approval by Topco stockholders the Amended Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Transaction Amended Mortgage, and all taxes and recording or filing fees required to be paid in connection with the other transactions contemplated by execution, recording or filing of the Definitive Documents; andAmended Mortgage have been duly paid; (vii) the Fees Company has good and Expenses sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the Amended Mortgage as owned by it and subject to the lien of the Amended Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (a) minor leases and liens of judgments not prior to the lien of the Amended Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such date shall be paid property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Amended Mortgage; subject to the qualifications set forth in this Section 4(c)(vii), the Amended Mortgage constitutes a valid, direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the Company (other than classes of property expressly excepted in the Amended Mortgage); all physical properties and franchises (other than classes of property expressly excepted in the Amended Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by wire transfer the Company and except as described in the Time of Sale Prospectus and the Prospectus; and the descriptions of all such properties and assets contained in the granting clauses of the Amended Mortgage are correct and adequate for the purposes of the Amended Mortgage; (viii) the Warrant Agreement, if any, has been duly authorized, executed and delivered by the Company; (ix) the Unit Agreement, if any, has been duly authorized, executed and delivered by the Company; (x) the Offered Securities have been duly authorized, executed, and delivered by the Company; (xi) when the Offered Securities have been duly executed and authenticated in accordance with the provisions of the relevant Senior Indenture, Subordinated Indenture or immediately available funds.Amended Mortgage, the Offered Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the relevant Senior Indenture, Subordinated Indenture or Amended Mortgage and to the lien of the Amended Mortgage; (xii) this Agreement has been duly authorized, executed and delivered by the Company; (xiii) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement and the Unit Agreement, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement, the Senior Indenture, the Subordinated Indenture, the Amended Mortgage, the Offered Securities, the Warrant Agreement, and the Unit Agreement provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xiv) each of the Company and the Principal Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Principal Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Time of Sale Prospectus and the Prospectus; (xv) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Time of Sale Prospectus and the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q incorporated by reference in the Time of Sale Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (xvi) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Energy Regulatory Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement, the Time of Sale Prospectus or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (xvii) the securities into which the Offered Securities are convertible, initially reserved for issuance upon conversion of the Offered Company Securities (the “Underlying Securities”), have been duly authorized and reserved for issuance; (xviii) when the Underlying Securities are issued upon conversion of the Offered Company Securities in accordance with the terms of the Offered Company Securities, such Underlying Securities will be validly issued, fully paid and non-assessable and will not be subject to any preemptive or other right to subscribe for or purchase such Underlying Securities; (xix) the Company has complied with K.S.A. § 66-125 with respect to the issuance of the Offered Securities. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Time of Sale Prospectus; and (xx) The statements in the prospectus supplement contained in the Time of Sale Prospectus and the Prospectus under “Description of First Mortgage Bonds,” “Description of Senior Notes” or “Description of Subordinated Indebtedness” and in the Base Prospectus under the caption “Description of Debt Securities” as they relate to the Amended Mortgage, the Senior Debt Indenture, the Subordinated Debt Indenture and the Offered Securities, insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that nothing has come to his attention that causes him to believe (1) that the Registration Statement or any amendments thereto, on the date on which it became effective or the date of filing of the most recent subsequent Annual Report on Form 10-K, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Time of Sale Prospectus (ex

Conditions to Closing. The closing Lenders’ obligation to fund the Loans is subject to the occurrence of the Transaction Effective Date and the obligations of the parties satisfaction (or waiver in connection therewith are subject to satisfaction of each accordance with Section 13.13) of the following conditionsconditions precedent: (i1) each Closing Date Definitive except as disclosed in the Company SEC Documents (as defined in the Blue Acquisition Agreement as in effect on February 3, 2015) filed with, or furnished to, the Securities and Exchange Commission after April 28, 2013 and prior to February 3, 2015 (excluding any disclosures set forth in any such Company SEC Document and in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other documentation necessary to consummate the Transaction (statements that are non-specific, predictive or primarily cautionary in nature other than those documents permitted historical facts included therein) or in the Company Disclosure Letter (as defined in the Blue Acquisition Agreement as in effect on February 3, 2015), since April 27, 2014 and prior to February 3, 2015, there shall not have been any change, event, fact, effect or occurrence that has had, or would reasonably be executed expected to have a Blue Material Adverse Effect and delivered (2) since February 3, 2015, there shall not have been any change, event, fact, effect or occurrence that has had or would reasonably be expected to have a Blue Material Adverse Effect; (b) the Blue Acquisition shall be consummated substantially concurrently with the Borrowing on a post-closing basis the Closing Date, in accordance with the terms thereofBlue Acquisition Agreement, and the Blue Acquisition Agreement (as in effect on February 3, 2015) has not been amended or modified by the Borrower, and no condition shall have been waived or consent granted by the Borrower, in any respect that is materially adverse to the Lenders or to Bank of America without Bank of America’s prior written consent (it being understood and agreed that (i) any decrease in the cash portion of the Blue Acquisition Consideration that is accompanied by a dollar-for-dollar reduction in the Commitments and (ii) any increase in the cash portion of the Blue Acquisition Consideration, together with any other increases since February 3, 2015, which does not exceed 5% of the purchase price, in each case shall be deemed not to be materially adverse to the Lenders or to Bank of America); and (c) each of the Blue Acquisition Agreement Representations and the Specified Blue Acquisition Representations shall be true and correct in form all material respects as of the Closing Date, except to the extent the same expressly relate to an earlier date, in which case such representations and substance reasonably acceptable towarranties shall be true and correct in all material respects as of such earlier date, provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects (after giving effect to any qualification therein); (d) the Administrative Agent shall have received a certificate from an Authorized Representative of the Borrower, certifying as to clauses (a), (b) and (c) of this Section 7.2; (e) the Administrative Agent shall have received, at the Borrower’s option, either: (1) for each of the Borrower and Big Heart Pet Brands (the “Operating Subsidiary”) (a) U.S. GAAP audited consolidated balance sheets and related statements of comprehensive income (loss), stockholders’ equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows for each subsequent interim fiscal quarter ended at least 40 days before the Closing Date, which financial statements shall meet the requirements in all material respects of Regulation S-X under the Securities Act of 1933 (the “Securities Act”) for a registered public offering of debt Securities of the Borrower on Form S-1 (except such provisions for which compliance is not customary for private placements of debt securities pursuant to Rule 144A under the Securities Act) or (2) for each of the Borrower and the Blue Acquired Business (a) U.S. GAAP audited consolidated balance sheets and related statements of comprehensive income (loss), stockholders’ equity and cash flows for the three most recently completed fiscal years ended at least 60 days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows for the interim period from the date of the most recent such audited consolidated balance sheet through the date of the most recent quarterly period that has ended at least 40 days prior to the Closing Date, which financial statements shall meet the requirements in all material respects of Regulation S-X under the (a) with respect to the Borrower and the Operating Subsidiary for the fiscal years ended 2012, 2013 and 2014, and have been executed in the foregoing clause (1)(b) with respect to the Borrower and delivered bythe Operating Subsidiary for the fiscal quarters ended on or about July 31, each party thereto2014 and October 31, provided2014; provided that the Borrower’s and Operating Subsidiary’s or the Blue Acquired Business’, thatas the case may be, any provision filing of any Definitive Document required audited financial statements with respect to the Borrower or Operating Subsidiary or the Blue Acquired Business, as the case may be, on Form 10-K or required unaudited financial statements with respect to the Borrower or Operating Subsidiary or the Blue Acquired Business, as the case may be, on Form 10-Q, in each case, will satisfy the requirements under clauses (other than 1)(a) or (2)(a) or (1)(b) or (2)(b), as applicable, of this paragraph; (f) the Administrative Agent shall have received the Notice of Borrowing required by Section 1.6 hereof; (g) the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form attached as Exhibit H hereto; (h) the Administrative Agent, the Lead Arranger and the Lenders shall have received all fees as set forth in the forms of Fee Letter, and other amounts due and payable to them pursuant to the terms hereof, in each case, on or prior to the Closing Date, including, to the extent invoiced at least three Business Days prior to the Closing Date Definitive Document described in clauses (a) and (b) or such later date as the Borrower may reasonable agree), reimbursement or payment of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel required to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated be reimbursed or paid by the Definitive DocumentsBorrower hereunder or under any other Loan Document; and (viii) All principal amounts of debt outstanding under the Fees following indentures or loan agreements of the Blue Acquired Business and Expenses its Subsidiaries will be repaid, redeemed or satisfied and discharged and the commitments thereunder terminated substantially simultaneously with or immediately after the funding of the Loans: (i) Indenture, dated as of such date shall be paid February 16, 2011, between Operating Subsidiary and The Bank of New York Mellon Trust Company, N.A., governing Operating Subsidiary’s 7.625% Senior Notes due 2019, (ii) Credit Agreement, dated as of March 8, 2011, by and among Operating Subsidiary, certain of its affiliates, the Company lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and (iii) Credit Agreement, dated as of March 6, 2014, by wire transfer or immediately available fundsand among Operating Subsidiary, certain of its affiliates, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Conditions to Closing. The closing of the Transaction and the obligations of the parties in connection therewith are Closing shall be subject to satisfaction of each of the following conditionsconditions and deliveries being met on the Closing Date: (a) At or prior to the Closing, unless otherwise indicated below, the Company shall deliver or cause to be delivered to the Escrow Agent with respect to each Purchaser the following: (i) each Closing Date Definitive Document and any other documentation necessary a Debenture with a principal amount equal to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable tosuch Purchaser's Subscription Amount, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth registered in the forms name of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicablesuch Purchaser; (ii) None a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 25% of the Signing Date Definitive Documents shall have been terminated or amendedshares issuable upon conversion of the Debenture purchased by such Purchaser, restatedwith an exercise price equal to 115% of the closing bid price on Closing Date, modified or supplemented other than in accordance with the terms thereof;subject to adjustment therein (iii) this Agreement shall be the legal opinion of Company Counsel, in full force and effectthe form of Exhibit D attached hereto, addressed to the Purchasers; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived Registration Rights Agreement duly executed by the appropriate parties Company in accordance with their termsthe form of Exhibit B attached hereto; (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Escrow Agreement duly executed by the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative Agent, in each case incurred pursuant to the representation of their respective client in connection with the negotiation, implementation, and closing of the Transaction;Company; and (vi) approval this Agreement, duly executed by Topco stockholders the Company. (b) At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) such Purchaser's Subscription Amount; (ii) this Agreement, duly executed by such Purchaser; (iii) the Escrow Agreement duly executed by such Purchaser; and the Registration Rights Agreement duly executed by such Purchaser. (c) All representations and warranties of the Transaction other parties contained herein shall remain true and correct as of the Closing Date and all covenants of the other transactions contemplated party shall have been performed if due prior to such date. (d) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Definitive Documents; Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (vii) , at any time prior to the Fees and Expenses Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred in the United States any calamity of such date shall be paid by magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the Company by wire transfer reasonable judgment of the Purchasers, makes it impracticable or immediately available fundsinadvisable to purchase the Debentures at the Closing.

Conditions to Closing. The closing of the Transaction and the It is a Condition Precedent to Purchaser's obligations of the parties in connection therewith are subject to satisfaction of each of the following conditions: (i) each proceed to Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described (i) Seller has performed all of its covenants hereunder in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lendersall material respects, as applicable; (ii) None the Project is delivered to Purchaser at Closing free and clear of the Signing Date Definitive Documents shall have been terminated any occupants or amended, restated, modified or supplemented rights to possession other than in accordance with tenants under the terms thereof; Leases; (iii) this Agreement shall be in full force the Title Company has issued or is prepared to issue the Title Policies (defined below) or marked up title commitments therefor at Closing, and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document Seller shall have been satisfied delivered Estoppel Certificates (defined below) satisfying at least the Required Estoppel Amount (defined below). If any Condition Precedent to Purchaser's obligations hereunder is not fulfilled, or waived in writing by Purchaser, Purchaser may, in its sole discretion and as its sole remedy hereunder, at law or in equity, elect either (x) to terminate this Agreement by delivery of written notice to Seller, whereupon the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPMoney, counsel together with all interest earned thereon, shall be promptly returned to Purchaser and neither party shall have any further liability hereunder, except as otherwise expressly provided in SECTIONS 6.3, 17 and 20 below; or (y) proceed to Closing and waive the failure of the applicable Condition Precedent. It shall also be a Condition Precedent to Purchaser's obligation to proceed to Closing that during the period between the Approval Date and the Initial Closing Date, tenants leasing no more than 5% of the aggregate square footage of the Project as set forth on EXHIBIT A shall vacate or abandon the Project other than pursuant to the Consenting Preferred Equityholdersscheduled expiration of the applicable Leases (the "OCCUPANCY CONDITION"); provided, (C) Ropes & Gray LLPhowever, counsel that the foregoing Occupancy Condition shall not be applicable to Adventthe period, if any, between the Initial Closing Date and the Extended Closing Date, and any vacation or abandonment of the Project during such period by one or more tenants, whether pursuant to the scheduled expiration of any such tenant's Lease or otherwise, shall not constitute the failure of a Condition Precedent hereunder. It shall be a further Condition Precedent to Purchaser's obligation to proceed to Closing that all of Seller's representations and warranties hereunder that were true and correct in all material respects as of the date of the Approval Date Certificate (Ddefined below) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & remain true and correct in all material respects as of the Initial Closing Date (the "REPRESENTATION CONDITION"); provided, however, that the Representation Condition shall not be applicable to the period, if any, between the Initial Closing Date and the Extended Closing Date and the untruth or inaccuracy of any representation and warranty of Seller as of the Extended Closing Date that was true and correct in all material respects as of the date of the Approval Date Certificate and the Initial Closing Date shall not constitute the failure of a Condition Precedent hereunder. For purposes of determining those representations and warranties made by Seller to Purchaser that remain true and correct in all material respects as of the Approval Date, Seller shall deliver to Purchaser, not later than three (3) days prior to the Approval Date, a certificate (the "APPROVAL DATE CERTIFICATE") certifying that all of Seller's representations and warranties made as of the Contract Date remain true and correct as of the date of such Approval Date Certificate, except for changes and qualifications specified by Seller in such Approval Date Certificate so as to make the Approval Date Certificate true and correct in all material respects. The representations, warranties and certifications contained in such Approval Date Certificate shall be made by Seller to the standard of knowledge, if any, contained herein for the applicable representations, warranties or certification and subject to all of the terms, conditions and limitations contained in SECTION 22 of this Agreement. Notwithstanding anything contained herein to the contrary, if either or both of the Representation Condition and the Occupancy Condition is not fulfilled, or waived in writing by Purchaser, Purchaser may, in its sole discretion and as its sole remedy hereunder, at law or in equity, elect either (aa) to terminate this Agreement by delivery of written notice to Seller not later than the Initial Closing Date, whereupon the ▇▇▇▇▇▇▇ LLPMoney, counsel together with all interest earned thereon, shall be promptly returned to Barclays Purchaser and neither party shall have any further liability hereunder, except as otherwise expressly provided in SECTIONS 6.3, 17 and 20 below; or (bb) proceed the Administrative Agent, in each case incurred pursuant to Closing and waive the representation of their respective client in connection with the negotiation, implementation, and closing failure of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsapplicable Condition Precedent.

Conditions to Closing. The closing 7.1 Conditions to the Obligations of the Transaction Fluoroware and the Fluoroware Shareholders. The respective obligations of Fluoroware and each Fluoroware Shareholder to consummate the parties in connection therewith Exchange and the other transactions contemplated by this agreement are subject to the satisfaction of each (or waiver by the Fluoroware Representative) of the following conditionsconditions on or before the Closing Date: (a) The representations and warranties of Empak set forth in this agreement shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this agreement throughout such representations and warranties (without taking into account any disclosures by Empak of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Empak shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this agreement prior to the Closing Date; (c) Empak shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of Empak's assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Empak or any license, franchise or permit of or affecting Empak; (d) The waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and other FTC and U.S. Department of Justice rules and regulations shall have lapsed; (e) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated by this agreement shall have been duly made and obtained; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by the Company of all or a material portion of the business or assets of Empak or Fluoroware, (iii) seeking to invalidate or render unenforceable any material provision of this agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (g) Neither Fluoroware nor the Fluoroware Representative shall have discovered any fact or circumstance existing as of the date of this agreement which has not been disclosed to the Fluoroware Representative as of the date of this agreement regarding the business, assets, properties, condition (financial or otherwise), results of operations or prospects of Empak which is, individually or in the aggregate with other such facts and circumstances, materially adverse to Empak or to the value of the Empak Shares; (h) There shall have been no damage, destruction or loss of or to any property or properties owned or used by Empak, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material adverse effect on Empak; (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents The Fluoroware Shareholders shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereof; (iii) this Agreement shall be in full force and effect; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their terms (v) the Company Parties shall have paid or reimbursed any and all reasonable and documented, fees and out-of-pocket expenses of (A) Milbank LLP, counsel to HPS, (B) received from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Associates P.A., legal counsel for Empak, a written opinion, dated the Closing Date, addressed to the Fluoroware Shareholders and satisfactory to Fluoroware's legal counsel, in form and substance substantially as set forth in exhibit B; (j) The Company shall have received a letter from KPMG Peat Marwick LLP, in a form reasonably satisfactory to the Fluoroware and Empak, dated as of the Closing Date to the effect that based on information provided to it by Fluoroware and Empak and its review of this agreement, no conditions exist which would preclude the Company from accounting for the Exchange as a "pooling of interest" (the "Pooling Letter"); (k) Shareholder Agreements shall have been executed by each of the Empak Shareholders, and such Shareholder Agreements, together with certificates evidencing the Empak Shares owned by such Empak Shareholders, shall have been delivered to the Company; (l) HSBC Bank USA, the independent fiduciary of the Fluoroware, Inc. Employee Stock Ownership Plan and Trust (the "ESOP) shall have (i) received an opinion from its independent financial advisor, ▇▇▇▇▇▇▇▇ LLP, counsel to the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPFinancial Advisors, counsel Inc., to Barclays the effect that (A) the value of the Company Shares received by the ESOP in exchange for the Fluoroware Shares held by the ESOP is no less than fair market value, and (B) the terms of the transactions are fair to the ESOP from a financial point of view; and (ii) determined that entering into the Shareholder Agreement and consummating the transactions contemplated by this agreement are prudent and in the best interests of the ESOP participants and beneficiaries. (m) Prior to the Closing Date, Empak shall have delivered to the Company and the Administrative AgentFluoroware Representative each of the following: (i) a certificate of the President of Empak, dated as of the Closing Date, stating that the conditions precedent set forth in each case incurred pursuant subsection (a) or (b) above have been satisfied; (ii) copies of the third party and governmental consents and approvals and of the authorizations referred to in subsection (c), (d) or (e) above; (iii) Empak's minute books, stock transfer records, corporate seal and other materials related to Empak's corporate administration; (iv) a copy of the certificate of incorporation of Empak, certified by the Secretary of State of the state of Minnesota and the other states Empak is required to be qualified to do business in, evidencing the good standing of Empak in such jurisdictions; (v) a certificate (dated as of the Closing Date) executed on behalf of Empak by its Corporate Secretary certifying to the representation Company and the Fluoroware Shareholders setting forth a copy of their respective client in connection with each of (A) the negotiationtext of the resolutions adopted by the Board of Directors of Empak authorizing the execution, implementationdelivery and performance of this agreement and the consummation of all of the transactions contemplated by this agreement, and closing (B) bylaws of the TransactionEmpak; and further certifying that such copies are true, correct and complete copies of such resolutions and bylaws, respectively, and that such resolutions and bylaws were duly adopted and have not been amended or rescinded; (vi) approval by Topco stockholders of such other certificates, documents and instruments as the Transaction and Fluoroware Representative reasonably request related to the other transactions contemplated by the Definitive Documents; and (vii) the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundshereby.

Conditions to Closing. The closing of initial Advance by the Transaction and the obligations of the parties in connection therewith are Lenders under this Agreement is subject to the satisfaction of each of the following conditionsconditions precedent: (a) The Administrative Agent shall have received the following documents and instruments, all of which shall be in a form and substance reasonably acceptable to the Administrative Agent and each Facility Agent: (i) each Closing Date Definitive Document and any other documentation necessary to consummate the Transaction (other than those documents permitted to be executed and delivered on a post-closing basis in accordance with the terms thereof) shall be in form and substance reasonably acceptable to, and have been executed and delivered by, each party thereto, provided, that, any provision of any Definitive Document (other than as set forth in the forms of the Closing Date Definitive Document described in clauses (a) and (b) of the definition thereof to the extent exhibited to this Agreement) which has an adverse effect on HPS or the Revolving Lenders shall be in form and substance reasonably satisfactory to HPS or the Required Revolving Lenders, as applicable; (ii) None of the Signing Date Definitive Documents shall have been terminated or amended, restated, modified or supplemented other than in accordance with the terms thereofPurchase and Sale Agreement; (iii) this Agreement shall be in full force the Assignment and effectAmendment Agreement; (iv) the conditions precedent to the Transaction Term Sheet and any Definitive Document shall have been satisfied or waived by the appropriate parties in accordance with their termseach Performance Undertaking Agreement; and (v) all other agreements, documents and instruments relating to Advances, the Company Parties Receivables and Related Security and Collections contemplated by this Agreement or the Purchase and Sale Agreement to be delivered on or before the Closing Date and described in the list of documents attached hereto and made a part hereof as Exhibit C; each duly executed where appropriate; (b) The Administrative Agent shall have paid or reimbursed any received all fees and all reasonable and documenteddocumented expenses required to be paid on the date of such Advance pursuant to the terms of this Agreement, fees the Administrative Agent Fee Letter and out-of-pocket expenses the Fee Letter or other Transaction Documents, in each case (except fees, the amounts of which are specified in an applicable fee letter) payable pursuant to the extent invoiced at least two Business Days prior to the Closing Date; (Ac) Milbank LLPThe Administrative Agent shall have received evidence of the existence of the Collection Accounts and the Concentration Account; (d) The Administrative Agent shall have received the Monthly Report for the January 2017 Monthly Period, counsel and a pro forma Monthly Report for the January 2017 Monthly Period giving pro forma effect to HPSthe inclusion of Receivables of the New Sellers in the Receivables owned by the Borrower during such Monthly Period; (e) Each Conduit Lender, if any, shall have received evidence satisfactory to it that its Advances hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper by Mood▇’▇ ▇▇▇ S&P; (Bf) ▇Subject only to the disbursement of the proceeds of the initial Advance by the Lenders in accordance with the initial Borrowing Notice, all conditions to the effectiveness of the sales, assignments and transfers from the Lux Borrower to the Borrower pursuant to the Assignment and Amendment Agreement shall have been satisfied, all obligations of the Lux Borrower under the Prior Loan Agreement shall have been paid and repaid in full or will be repaid out of the proceeds of the initial Advance and the “Final Date” under and as defined therein shall have occurred; and (g) The Administrative Agent and each Lender shall have received all information with respect to the Borrower and each Reyn▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPty reasonably requested by it or required by Governmental Authorities under applicable “know your customer” and anti-money-laundering Laws, counsel to including, without limitation, the Consenting Preferred Equityholders, (C) Ropes & Gray LLP, counsel to Advent, and (D) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Barclays and the Administrative AgentPatriot Act, in each case incurred pursuant to the representation of their respective client extent such information has been requested in connection with the negotiation, implementation, and closing of the Transaction; (vi) approval by Topco stockholders of the Transaction and the other transactions contemplated writing by the Definitive Documents; and (vii) Administrative Agent at least ten calendar days prior to the Fees and Expenses as of such date shall be paid by the Company by wire transfer or immediately available fundsClosing Date.