Common use of Conditions Clause in Contracts

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.

Conditions. GMAC Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC no Event of Default shall represent that as have occurred and be continuing at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the related Additional Cut-Off Date each such Additional Account is an Eligible Account foregoing condition shall not be required to be satisfied and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed instead (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the Purchaser failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall have occurred and be continuing on such Addition the LCT Test Date is an Eligible Receivableand (y) after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing; provided that any Limited Condition Transaction remains subject to the terms of Section 1.06 hereof; (ii) GMAC the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans shall have delivered to the Purchaser a duly executed written assignment be used in substantially the form of Exhibit C accordance with Section 3.11 and the list required to be delivered pursuant to Section 7.02(d)5.08; (iii) GMAC the Borrower shall have agreed deliver or cause to deliver be delivered any customary amendments to the Purchaser, for deposit in the Collection Account, to the extent required Loan Documents or other documents reasonably requested by the Trust Sale and Servicing Agreement, all Collections Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with respect to the Eligible Receivables arising in any such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datetransaction; (iv) as any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by Incremental Term Loan Commitments available at such transfer nor is either of them aware of any pending insolvencytime); (v) any Incremental Facilities shall be secured on a pari passu basis with the Schedule Term Loans, shall not be secured by a Lien on any assets of Accounts the Borrower or any Guarantor not constituting Collateral and shall have been amended not be guaranteed by any person other than the Guarantors; (vi) subject to reflect such Additional Accounts customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the Schedule extent the proceeds of Accounts as so amended the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the representations and warranties made by any Credit Party set forth in Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Addition date of such credit extension (or if incurred in connection with a Limited Condition Transaction on the LCT Test Date; (vi) GMAC shall have delivered with the same effect as though made on and as of such date, except to the Purchaser a certificate extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;such earlier date; and (vii) the conditions set forth solely with respect to any Incremental Facility incurred in Section 2.7(breliance on clause (ii) of the Trust Sale definition of Maximum Incremental Facilities Amount (and Servicing Agreement for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Restricted Subsidiaries shall have been satisfiedbe, on a Pro Forma Basis, in compliance with Section 6.08; and (viii) GMAC provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall have delivered to be determined instead on a Pro Forma Basis on the Purchaser an Opinion of Counsel of GMAC substantially in LCT Test Date as if the form of Exhibit D.Limited Condition Transaction had occurred on such date.

Conditions. GMAC shall be The Depositor is permitted to designate, and sell to the Purchaser shall be permitted Issuer the Sold Receivables originated in any Additional Accounts designated pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.6(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the Depositor has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Addition Notice not less than two Business Days and not more than 30 days before the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableDate; (ii) GMAC shall have the Depositor has delivered to the Purchaser a duly executed written assignment Owner Trustee an Assignment and the Additional Account Schedule in accordance with Section 2.1(e); (iii) the Depositor has delivered to the Servicer all Collections related to such Additional Accounts relating to the time period on or after the Additional Cutoff Date; (iv) the Depositor has represented and warranted to the Issuer that: (A) as of the date of the Addition Notice and the Addition Date, none of the Seller, the Depositor or the Servicer is insolvent or will be made insolvent by such sale and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and (B) the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur; (v) the Depositor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Sold Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) an Opinion of Counsel to the list required effect that such addition will not (1) cause any Note to be delivered pursuant to deemed sold or exchanged for purposes of Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as 1001 of the Addition Date, neither GMAC nor Code or (2) cause the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended Issuer to reflect such Additional Accounts and the Schedule of Accounts be treated as so amended shall be true and correct an association or publicly traded partnership taxable as of the Addition Date;a corporation for U.S. federal income tax purposes; and (vi) GMAC shall have the Depositor has delivered to the Purchaser a certificate of Owner Trustee and the Indenture Trustee an Authorized Officer of GMAC confirming Officer’s Certificate stating that the items set forth conditions in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall above have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC shall be permitted On the terms and subject to designatethe conditions contained herein, and the Purchaser shall be permitted to accept the designation of, Additional AccountsBorrower may request that one or more L/C Issuers Issue, in accordance with Section 2.03(asuch L/C Issuers’ usual and customary business practices, and for the account of the Borrower (provided, that any Letter of Credit may support the obligations of any Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and a Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder), Letters of Credit (denominated in Dollars) only from time to time on any Business Day during the period from the Closing Date through the date that is seven (7) days prior to the Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon satisfaction the occurrence of each any of the following conditions on or prior or, if after giving effect to the related Addition Datesuch Issuance: (A) (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Availability would be less than zero, or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the form of Exhibit “L/C and the list required to be delivered pursuant to Section 7.02(dSublimit”); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vB) the Schedule expiration date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule Letter of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Credit (i) through is not a Business Day, or (vii) above;is more than one year after the date of issuance thereof; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period; provided, further, if the expiration date of a Letter of Credit (whether initially or by extension) is later than the date that is seven (7) days prior to the Revolving Termination Date, then the Borrower shall be required to cash collateralize such Letter of Credit no later than the date that is thirty (30) days prior to the Revolving Termination date; or (viiC) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower on behalf of the Credit Parties, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.7(b2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Revolver Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the Trust Sale and Servicing Agreement shall other Lenders have been satisfied; and increased by an amount sufficient to satisfy the Revolver Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (viiiz) GMAC shall the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have delivered been reallocated to the Purchaser an Opinion of Counsel of GMAC substantially other Revolving Lenders in the form of Exhibit D.a manner consistent with subsection 1.11(e)(ii).

Conditions. GMAC shall be permitted to designate, The transfer of the Farmout Interest and the Purchaser shall be permitted Operatorship is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Parties having obtained the Purchaser on such Addition Date is an Eligible ReceivableConsent; (ii) GMAC shall have delivered the Parties having obtained the written consent of the Competition Authority of Kenya to the Purchaser a duly executed written assignment in substantially transfer of the form of Exhibit C Farmout Interest and the list required to be delivered pursuant to Section 7.02(d)Operatorship; (iii) GMAC shall have agreed the EIA Project Report having been approved by NEMA and written evidence of such approval having been received by ERHC and provided to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateCEPSA; (iv) as the Farmor having provided the Farmee with a full and complete copy of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any Deed of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;Novation; and (v) the Schedule Farmor having obtained from the Government and provided to the Farmee either: (a) a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of Accounts shall have applicable Kenyan Laws/Regulations resulting from the Contract having been amended in the name of a non-Kenyan registered entity prior to reflect the Contract Transfer or, alternatively, if such Additional Accounts and breach of applicable Kenyan Laws/Regulations is outstanding that (1) the Schedule breach can be remedied or (2) that the Government will waive any further rights of Accounts as so amended shall be true and correct enforcement with regard to such breach; or (b) a Certificate of Compliance from the Government confirming that as of the Addition Date; (vi) GMAC shall have delivered date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Purchaser Contract and that there is no outstanding breach thereof, provided that any such document obtained by the Farmor shall be reasonably satisfactory to CEPSA, with CEPSA acting reasonably at all times, with each of the above being a certificate “Condition” and together being the “Conditions”. Subject to such terms, conditions, and obligations herein as are contingent upon the fulfillment of an Authorized Officer the Conditions, this Agreement and all the obligations of GMAC confirming the items set forth in clauses Parties hereunder shall be effective as from the Effective Date, including but not limited to (i) through (v) above; (viia) the conditions set forth in Section 2.7(b) Farmor’s obligation to proceed with the transfer of the Trust Sale Farmout Interest and Servicing Agreement shall have been satisfied; and the Operatorship and (viiib) GMAC shall have delivered the Farmee’s obligation to pay the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Past Costs and Attributable Costs as provided herein.

Conditions. GMAC shall be permitted The right to designate, and the Purchaser shall be permitted sublicense granted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of Bayer under this Agreement is subject to the following conditions on or prior as they relate to sublicenses of the related Addition DateSublicensed Technology: (ia) GMAC Bayer may only grant sublicenses to Third Parties through multiple tiers pursuant to a written sublicense agreement with the Sublicensee. Dimension must receive written notice as soon as practicable following execution of any such sublicenses with Third Parties. (b) In each sublicense agreement, the Sublicensee must be required to comply with the terms and conditions of this Agreement to the same extent as Bayer has agreed and, in each sublicense agreement with a Third Party, must acknowledge that ReGenX is an express third party beneficiary of such terms and conditions under such sublicense agreement; provided that nothing shall represent that as prevent Bayer from granting sublicenses of more limited scope than Bayer’s rights, e.g., in a more limited territory, field of use, or (c) The official language of any sublicense agreement with a Third Party shall be English. (d) Within […***…] after entering into a sublicense with a Third Party, Dimension must receive a copy of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed sublicense written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, English language for Dimension’s records and to share with ReGenX and its licensors under the Existing Licenses. The copy of the sublicense may be redacted to exclude confidential information of the applicable Sublicensee or of Bayer to the extent required by not relevant to Dimension or ReGenX, but such copy shall not be redacted to the Trust Sale and Servicing extent that it impairs Dimension’s (or ReGenX’s or any of its licensors’) ability to ensure compliance with this Agreement, all Collections with . (e) With respect to sublicense agreements with Affiliates, Bayer shall notify /Dimension of the Eligible Receivables arising identity of all such Affiliates to which a sublicense is granted, and upon any request of ReGenX, shall provide to ReGenX a copy of such sublicense, in such Additional Accounts since the Additional Cut-Off Date English, within two Business Days after such Addition Date;[…***…], for ReGenX to send GSK and UPenn. (ivf) as of Notwithstanding subsections (d) and (e) above, Bayer acknowledges and agrees that in the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall event any of them ReGenX’s licensors under the Existing Licenses have been made insolvent by a contractual right to require, and do require, a complete, unredacted copy of Bayer’s sublicense agreement granted under this Section 5.6, then Bayer will provide such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.complete, unredacted copy.

Conditions. GMAC shall be permitted (a) The obligation of Buyer under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions (any of which may be waived in whole or in part by Buyer in writing on or prior to the related Addition Closing Date:, as defined below): (i) GMAC Title to the Property shall represent that as be good and marketable, and subject to no liens, encumbrances, leases, licenses, rights of occupancy, security interests, restrictions, rights- of-way, easements or encroachments (collectively “Exceptions”) other than the Permitted Exceptions. Buyer’s title insurance company shall be prepared to issue, at its standard premium rates, a title insurance policy insuring the title to the Property, subject only to the Permitted Exceptions, in the amount of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;Purchase Price. (ii) GMAC Buyer shall have delivered received all governmental permits, licenses and other approvals on terms satisfactory to Buyer including, but not limited to, site plan, subdivision plat, zoning, building permits, historic tax credits and environmental permits necessary for Buyer’s development of the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);Property for its Intended Use. (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as As of the Addition Closing Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vi) the Schedule of Accounts shall have been amended to reflect such Additional Accounts Seller’s representations and the Schedule of Accounts as so amended warranties shall be true and correct in all material respects, and (ii) Seller shall have performed all of its other obligations under this Agreement. In the event that any of the foregoing conditions to Closing have not been met or waived in writing by Buyer on or before the Closing Date, Buyer shall have the right to terminate this Agreement at any time thereafter by written notice to Seller. If the termination is because the condition(s) set forth in Sections 18(a)(i) or 18(a)(iii) above are not satisfied, then upon Buyer’s demand the Seller shall return the Deposit to Buyer within seven days of the demand. If (A) the termination is because the condition(s) set forth in Section 18(a)(ii) are not satisfied and the termination occurs after the expiration of the Due Diligence Period, as extended in accordance with the terms hereof, and (B) Seller is not then in default under this Agreement, then the Seller shall retain the Deposit as its sole and exclusive remedy for Buyer’s termination. In the event of such termination, thereafter, this Agreement shall be deemed terminated and neither party shall have any further obligation to the other (except as otherwise expressly provided in this Agreement) and except for the breach of any covenant which causes a non-satisfaction of the condition giving rise to such termination. Further, so long as Seller is not in default of this Agreement, in the event Buyer terminates this Agreement, Buyer shall provide to Seller a copy of all environmental and engineering reports prepared by Buyer or Buyer’s agents. (b) The obligation of Seller under this Agreement to sell the Property to Buyer is subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Seller in writing on or prior to the Closing Date): (i) All representations, warranties, acknowledgments and covenants made by Buyer in this Contract shall be true and correct in all material respects, and shall continue to be true and correct in all material respects as of the Addition Closing Date;. (ii) No laws, statutes, ordinances, governmental orders, regulations, rules or requirements shall have been enacted, adopted, issued or otherwise promulgated by a governmental entity or agency other than the City that would prevent the use and development of the Property in accordance with this Agreement. (iii) Buyer will submit to City in accordance with the City's zoning regulations two copies each of (i) the plan of development for the Project and (ii) the application for the land disturbance permit and the building permit for the Project. (iv) Buyer shall have obtained a Financing Commitment in accordance with the terms of this Agreement. (v) A certificate from the Virginia Board of Contractors or other evidence that may be commercially reasonable to satisfy the Seller that the General Contractor selected by Buyer to construct the Project is a registered contractor in good standing with the Virginia Board of Contractors. (vi) GMAC shall have delivered Such other documentation including plans and specifications, schematic drawings and renderings of the Project as may commercially reasonably be requested by Seller to ensure the Purchaser a certificate orderly development of an Authorized Officer the Property in accordance with the terms of GMAC confirming the items set forth in clauses (i) through (v) above;this Contract. (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement The applicable City department shall have been satisfied; andapproved the Final Plans in accordance with Section 8. (viii) GMAC Seller shall have delivered to received a copy of Buyer’s executed construction contract and of the Purchaser an Opinion construction schedule referenced in Section 15 above. (ix) Seller shall have received photocopies of Counsel of GMAC substantially in any payment and performance bonds for the form of Exhibit D.benefit of, and as may be required by, Buyer’s lender.

Conditions. GMAC Any subletting or assignment pursuant to this Article 16 (whether or not requiring the consent of Sublessor) shall be permitted subject to designateand conditioned upon the following: (a) at the time of any proposed subletting or assignment, there shall not be an Event of Default; (b) the sublessee or assignee shall occupy only the Premises and associated Common Facilities and parking, conduct its business in accordance with the Permitted Use; (c) prior to occupancy, Sublessee and its assignee or sublessee shall, execute, acknowledge and deliver to Sublessor a fully executed counterpart of a written assignment of lease or a written sublease, as the case may be, by the terms of which: (1) in case of an assignment, Sublessee shall assign to such assignee Sublessee’s entire interest in this Lease, and the Purchaser assignee shall be permitted accept said assignment and assume and agree to accept perform directly for the designation ofbenefit of Sublessor, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each all of the following terms, covenants and conditions of this Lease on or prior Sublessee’s part to be performed and, except as otherwise expressly set forth above, Sublessee shall not be released from any of its obligations under this Sublease and shall remain jointly and severally liable under this Lease with the Assignee; or (2) in case of a subletting, the sublessee thereunder shall agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on Sublessee’s part to be performed, which are applicable to the related Addition Date: (i) GMAC shall represent that as portion of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Premises to be sublet, except the payments of rents, charges and that each Receivable arising thereunder identified as an Eligible Receivable other sums reserved hereunder, which Sublessee shall continue to be obligated to pay and conveyed shall pay to Sublessor and Sublessee shall not be released from any of its obligations under the Purchaser on such Addition Date is an Eligible ReceivableSublease; (iid) GMAC With respect to subleases only, Sublessee shall have delivered pay to Sublessor monthly, on the date Fixed Rent is payable, fifty percent (50%) of the excess of the rents and other charges received by Sublessee pursuant to the Purchaser a duly executed written assignment sublease over the rents and other charges reserved to Sublessor under this Lease attributable to the space sublet, and provided that Sublessee may deduct from such excess all costs and expenses incurred in substantially connection with the form of Exhibit C subletting including, without limitation, rent concessions, tenant improvement costs, legal expenses, brokers fees and the list required to be delivered pursuant to Section 7.02(d)advertising costs; (iiie) GMAC With respect to any transfer or assignment for which ▇▇▇▇▇▇▇▇▇’s consent is not required, Sublessee shall have agreed to deliver remain a guarantor of the Lease after such transfer, sublease or assignment, subject to the Purchaser, for deposit limitations set forth in the Collection Accountthird paragraph of Section 16.1; (f) In the event of a sublease or assignment requiring the consent of Sublessor hereunder, Sublessee shall pay Sublessor’s reasonable costs and expenses incurred in connection with each such assignment or sublet (including, without limitation, attorneys fees), such costs not to exceed $3,000.00 in the aggregate; and (g) Except in cases of Permitted Transfers and Permitted Occupancies, PDA has granted its consent to the subletting or assignment as proposed, to the extent required by the Trust Sale Ground Lease (and Servicing Agreement, all Collections Sublessor agrees that it will cooperate with respect to Sublessee in seeking the Eligible Receivables arising in same) and such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) sublease otherwise complies with the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Ground Lease.

Conditions. GMAC No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be permitted to designatemade thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each application of the following conditions on or prior to the related Addition Dateproceeds therefrom: (A) no Default or Event of Default shall exist on the Incremental Effective Date; provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (i) GMAC shall represent that as of the related Additional Cut-Off Date each date of signing the Limited Condition Acquisition Agreement no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of funding of such Additional Account Incremental Facility no Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on continuing at such Addition Date is an Eligible Receivabletime of funding; (iiB) GMAC no commitment of any Lender shall have delivered to be increased without the Purchaser consent of such Lender, and any Person providing an Incremental Term Loan Commitment that is not a duly executed written assignment in substantially Lender shall satisfy the form requirements under Section 10.9(b) of Exhibit C a permitted assignee of the Term Loans; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the list required to be delivered pursuant to Section 7.02(dLoan Documents); (iiiD) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied[Reserved]; and (viiiE) GMAC Agent shall have delivered received a certificate of a Responsible Officer of the Borrower certifying as to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing.

Conditions. GMAC 3.1 The Bidder shall ensure that the item(s) on which they are tendering are available, or will be available for the delivery on the date they specify on the Tender or as stipulated by the Invitation to Tender. 3.2 If requested, the Vendor shall enter into a formal contract containing such terms and conditions consistent with the terms and conditions of this Invitation to Tender as may be required. Unless and until such a formal contract is entered into, the Tender and any acceptance of the Tender shall together be the complete and only contract. 3.3 Any Purchase Order shall be permitted issued for items where definite quantities of goods at firm unit prices are shown. 3.4 Any Standing Offer Agreement shall be issued for items where unit prices are predetermined but the quantities ordered may vary. Orders shall be placed, as and when required, by a Purchase Order Under Standing Offer Agreement over the life of the Standing Offer Agreement as stipulated herein. Ordering shall be carried out on a best price available basis, provided that equipment availability and operator productivity is satisfactory to designateGovernment representatives. 3.5 Any Purchase Order or Standing Offer Agreement issued pursuant to this Invitation to Tender shall be issued in the name of the Vendor exactly as that Bidder's personal or corporate name is stated in the Tender document. Under no circumstances will a Purchase Order or Standing Offer Agreement be issued to an individual or corporation other than that named in the Tender document. Similarly, payment shall only be issued in the name of the Vendor as stated in the Tender document. 3.6 Any claims made by the Bidder in their Tender shall constitute contractual guarantees and shall be considered binding. 3.7 Any Agreement resulting from this Invitation to Tender is subject to immediate cancellation due to nonperformance or non-compliance with the requirements, terms, and conditions outlined herein. 3.8 Suppliers shall make equipment available upon notification of the Purchaser work offer. Government shall make best efforts to provide ample notice of the hire of equipment, however in urgent or emergency situations, only short notice may be possible. 3.9 The lowest bidder in or nearest the Department of Transportation & Works Subdivision Unit where the work is taking place shall be permitted given the first opportunity to accept supply the designation ofequipment. If this supplier is not available, Additional Accountsthen the next lowest bidder in or nearest the Department of Transportation & Works Subdivision Unit where the work is taking place shall be given the next opportunity. If no supplier in the work area is available to undertake the work in an acceptable time frame, then the Department shall go to the lowest or nearest available supplier in accordance with Section 2.03(a) only upon satisfaction the adjacent areas. In situations where the Supplier is required to cross over boundaries of each other Units to complete the work, the rate at the Original Rental Location will apply. In Emergency Situations, the Department reserves the right to hire any available contractor in the area regardless of a Standing Offer Agreement. 3.10 Payment of invoices shall be the responsibility of the following conditions on or prior to ordering department. Suppliers shall hold the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections Government Purchasing Agency harmless with respect to any loss, damage, or non- payment resulting from or related to any order placed with the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall supplier against any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended Standing Offer Agreement resulting from this Invitation to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Tender.

Conditions. GMAC shall be permitted 10.1 The obligation of SCOLP to designateconsummate the acquisition of the Membership Interests is expressly conditioned upon the following, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of which constitutes a condition precedent to the following conditions obligations of SCOLP hereunder to be performed at Closing, which, if not satisfied or waived by SCOLP on or prior before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.1 of the Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by Contributor, SCOLP may pursue such legal and equitable rights and remedies that may be available to it pursuant to the related Addition DateOmnibus Agreement: (a) On the Closing Date, (i) GMAC title to each Project shall represent that as of be held by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to applicable Property Owner in the Purchaser on such Addition Date is an Eligible Receivable; condition required by this Agreement, (ii) GMAC the Title Company shall have delivered deliver “marked-up” Commitments or proforma policies agreeing to issue the Purchaser a duly executed written assignment in substantially the form of Exhibit C Required Title Policies, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC except as otherwise shown on attached Exhibit A, each Contributor shall have agreed own one hundred percent (100%) of the Membership Interest in each Holding Company identified as being owned by Contributor on the attached Exhibit A and, except as otherwise shown on attached Exhibit A, each Holding Company shall own one hundred percent (100%) of the Membership Interest in each Property Owner identified as being owned by the Holding Company on the attached Exhibit A in the condition required under this Agreement. (b) The sale of the Owned Homes and the MH Contracts by HSC to deliver SHS pursuant to the Purchaser, for deposit Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in the Collection Account, to the extent required by the Trust Sale and Servicing this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;. (ivc) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended The conditions to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items Closing set forth in clauses the Omnibus Agreement shall be satisfied. 10.2 The obligation of Contributor to consummate the sale of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of Contributor hereunder to be performed at Closing, which, if not satisfied or waived by Contributor on or before the Closing Date (i) through (v) above;unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.2 of the Omnibus Agreement.. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by SCOLP, Contributor may pursue such legal and equitable rights and remedies that may be available to it pursuant to the Omnibus Agreement:: (viia) The sale of the Owned Homes and the MH Contract by HSC to SHS pursuant to the Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in this Agreement. (b) The conditions to Closing set forth in Section 2.7(b) of the Trust Sale and Servicing Omnibus Agreement shall have been be satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC The Seller shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Seller shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder under such Additional Account identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC the Seller shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC the Seller shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing AgreementIndenture, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC the Seller nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts Accounts, as so amended amended, shall be true and correct as of the Addition Date; (vi) GMAC the Seller shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC the Seller confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC the Seller shall have delivered to the Purchaser an Opinion of Counsel of GMAC the Seller substantially in the form of Exhibit D.

Conditions. GMAC shall be permitted Buyer’s obligation to designate, and close under this Agreement is subject to the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each all of the following conditions on (any one of which may be waived in whole or in part by Buyer by notice given in accordance with Article 19) at or prior to Closing), which conditions shall be applied to each of the related Addition DateClosings and the particular Projects included therein: (i) GMAC Seller shall represent that as have performed and satisfied each and all of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;Seller’s obligations under this Agreement with respect thereto. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Each and all of Seller’s representations and warranties set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct as in all material respects at the Effective Date and the Closing Date. (iii) Seller shall have delivered to Buyer the Tenant Estoppel Certificates from (i) any Tenant that leases 15,000 or more of the Addition rentable square footage in any one Building (collectively, the “Major Tenants”); and (ii) such other Tenants who, together with the Major Tenants, lease at least eighty-five percent (85%) of the leased rentable square feet of the Projects in the aggregate for each Tranche. Each tenant estoppel certificate shall be in the form required by such Tenant’s Lease or substantially in the form attached hereto as Exhibit F (each, a “Tenant Estoppel Certificate”). Any qualification of any assertion in the Tenant Estoppel Certificate regarding the status of the performance of any of landlord’s obligations under a Lease that such assertion is made “to Tenant’s knowledge” or similar qualification made by a Tenant shall be acceptable. A standard Statement of Lease from any GSA Tenant shall be deemed acceptable in lieu of a Tenant Estoppel Certificate. Any Lease that terminates or expires within thirty (30) days after the Closing Date shall not be included in the calculation of the required Tenant Estoppel Certificates, and Seller shall not be required to deliver a Tenant Estoppel Certificate from such Tenants. (iv) Title Insurer shall be prepared, and irrevocably committed, to issue an ALTA Owners Title Insurance Policy for each Project, to be dated effective no earlier than the Closing Date;, that (i) is in the form customarily used for similar transactions in state in which the Project is located, (ii) is in at least the face amount of the Purchase Price allocated to such Project, (iii) shows fee title to the Project to be vested of record in Buyer (or a SPE owned in its entirety by the Buyer or a DHSPE), and (iv) provides for no title exceptions other than the Permitted Exceptions. (v) Following the Effective Date, no Major Tenant has commenced a voluntary case or been the subject of a petition for involuntary bankruptcy under the United States Bankruptcy Code (Title 11 of the United States Code). (vi) GMAC The rights of third parties to purchase one or more Projects shall have delivered been waived, including, without limitation, the right of purchase listed on Exhibit O attached hereto. If any purchase right is exercised by a third party, this Agreement shall terminate as to such Project or Projects and this Agreement shall otherwise continue in full force and effect, and upon such termination Buyer will receive a refund of the ▇▇▇▇▇▇▇ Money allocable to such Project or Projects from Escrow Agent and the parties shall have no further rights or obligations hereunder with respect to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;applicable Project(s), except for those which expressly survive such termination. (vii) the conditions set forth in Section 2.7(b) With respect to each of the Trust Sale Tranche 2 Closing and Servicing Agreement shall have been satisfied; andthe Tranche 3 Closing, the condition more fully described on Exhibit P attached hereto (the “Capital Contingency”). (viii) GMAC The satisfaction of the conditions precedent set forth in Exhibit Q attached hereto (the “Additional Buyer Conditions”). Upon learning of a failure of a condition in this Article 8, or any other condition in this Agreement, Buyer shall promptly notify Seller thereof, and Seller shall have delivered thirty (30) days to the Purchaser an Opinion of Counsel of GMAC substantially cure said failure, or in the form event that the failure of Exhibit D.the condition cannot be cured within thirty

Conditions. GMAC shall be permitted The obligations of the parties under this Agreement are subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (a) the representations and warranties contained herein shall be accurate and complete (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified Closing Date, except as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit set forth in the Collection AccountException Schedule, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising Closing Date Collateral Interests and (ii) as of each Subsequent Seller Transfer Date, except as set forth in the applicable Subsequent Transfer Instrument, with respect to any Reinvestment Collateral Interests or Exchange Collateral Interests acquired hereunder on such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Subsequent Seller Transfer Date; (ivb) on the Closing Date and on each Subsequent Seller Transfer Date, counsel for the Issuer shall have been furnished with all such documents, certificates and opinions as such counsel may reasonably request in order to evidence the accuracy and completeness of any of the Addition Daterepresentations, neither GMAC nor warranties or statements of the Purchaser is insolvent nor shall Seller Parties, the performance of any of them have been made insolvent by such transfer nor is either the Collateral Interests of them aware the Seller hereunder or the fulfillment of any pending insolvencyof the conditions herein contained; (vc) with respect to the Schedule of Accounts shall have been amended to reflect such Additional Accounts and Closing Date Collateral Interests, the Schedule of Accounts as so amended shall be true and correct as issuance of the Addition Date; (vi) GMAC shall have delivered to Securities and receipt by the Purchaser a certificate Issuer of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedfull payment therefor; and (viiid) GMAC shall have delivered (i) with respect to the Purchaser an Opinion Reinvestment Collateral Interests sold on a Subsequent Seller Transfer Date, such Collateral Interests shall, collectively and individually (as applicable, after giving effect to the sale and assignment of Counsel such Collateral Interests to the Issuer) be acquired in accordance with the terms of GMAC substantially Section 12.2 of the Indenture and the purchase price therefor shall be paid to the Seller, and (ii) with respect to the Exchange Collateral Interests sold on a Subsequent Seller Transfer Date, such Collateral Interests shall, collectively and individually (as applicable, after giving effect to the sale and assignment of such Collateral Interests to the Issuer) be acquired in accordance with the form terms of Exhibit D.Section 12.1(d) of the Indenture.

Conditions. GMAC shall be The Transferor is permitted to designate, transfer to the Issuer the Receivables and all Related Security related thereto arising in connection with any Additional Accounts designated by the Purchaser shall be permitted Transferor pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.06(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as the Transferor has provided the Owner Trustee, the Indenture Trustee, the Rating Agencies and any Series Enhancers with a timely Addition Notice; (ii) the Transferor has delivered to the Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit A (the related "Assignment"), along with the applicable Additional Account Schedule in accordance with Section 2.01(e)(iii); (iii) the Transferor has delivered to the Servicer all Collections on such Additional Accounts relating to the time period on or after the Additional Cut-Off Date Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to of the Purchaser on such Addition Date is an Eligible ReceivableAdditional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts; (C) the Additional Account Schedule delivered pursuant to clause (ii) GMAC shall have above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of the date of the Addition Notice and the Addition Date, none of the Seller, the Transferor or the Servicer is insolvent or will be made insolvent by the transfer and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Receivables arising in connection with such Additional Accounts will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur; (v) the Transferor has delivered to the Purchaser a duly executed written assignment Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts substantially in the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iiiB) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections a Tax Opinion with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;addition; and (vi) GMAC shall have the Transferor has delivered to the Purchaser a certificate Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of an Authorized Officer such officer's knowledge, the satisfaction of GMAC confirming each of the items conditions set forth in clauses (i) through (v) above; (vii) . Each of the conditions Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.so relying.

Conditions. GMAC shall be permitted (a) The obligation of Purchaser under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction at or prior to Settlement of each of the following conditions on (any one of which may be waived in whole or in part by Purchaser at or prior to the related Addition DateSettlement), as applicable: (i) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the Addition Date;terms of this Agreement. (viii) GMAC Seller shall have delivered performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. Eastern Time on theday that is sixty (60) days following the Effective Date (the “ Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property, subject to Section 14 below and provided further that Seller’s prior written approval shall be required for any invasive or intrusive testing. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days immediately following the expiration o f the initial Feasibility Period, provided that Purchaser: (x) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period, and (y) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to TEN PERCENT (10%) of the Purchase Price ($___ _) (the “Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser a certificate is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of an Authorized Officer the Feasibility Period. If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of GMAC confirming the items set forth in clauses this Agreement (i) through (v) above; (vii) the conditions including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 2.7(b14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). Failure by Purchaser to deliver the notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Trust Sale Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall becomenonrefundableto Purchaser except as otherwise expressly set forth herein. (iv) From and Servicing after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall have been satisfied; andbe true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (viiiii) GMAC Purchaser shall have delivered performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) Purchaser acknowledges that Seller shall not be delivering any due diligence information or materials to Purchaser in connection with this Agreement or Settlement and that the determination of the Purchase Price reflects the fact that Purchaser an Opinion will be purchasing the Property without the disclosure of Counsel of GMAC substantially in the form of Exhibit D.any such information and materials.

Conditions. GMAC shall be permitted The making of the initial disbursement of the Loan is subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each completion of the following conditions on precedent in a manner satisfactory to Lender: (i) all filings have been completed that are necessary or advisable to perfect the security interest of Lender in the Collateral, including without limitation UCC filings and intellectual property filings, (ii) the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the related Addition Date: date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to the satisfaction of the following conditions precedent on the relevant disbursement date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment warranties made by Borrower contained in substantially the form of Exhibit C this Agreement and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended other Loan Documents shall be true and correct on and as of such date, with the same effect as if made on and as of such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date), and (ii) no Default or Event of Default shall exist or shall result from the requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the Addition Date; (vi) GMAC shall have delivered date of each such disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the Purchaser a certificate contrary in this Section 1.2 or otherwise in this Agreement, perfection of an Authorized Officer of GMAC confirming the items set forth security interests in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) Borrower’s assets outside of the Trust Sale and Servicing Agreement United States shall have been satisfiednot be required; and (viii) GMAC provided that the aggregate book value of such assets shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.not exceed $250,000 at any time.

Conditions. GMAC shall be permitted 3.1 The sale and purchase of the Sale Shares pursuant to designate, and this Agreement is in all respects conditional on the Purchaser shall be permitted satisfaction or waiver of the following Conditions: (a) the passing of a duly convened resolution of the board of directors of NewLead to accept approve the designation of, Additional Accounts, arrangements described in accordance with Section 2.03(athis Agreement in the agreed form subject to the fiduciary duties from time to time of their directors; (b) only upon satisfaction of confirmation in writing from each of the following conditions on or prior Mortgagee Banks, (in forms acceptable to the related Addition Date: Purchaser and NewLead in all respects), that each Mortgagee Bank: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account approves and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed consents to the Purchaser on such Addition Date is an Eligible Receivable; arrangements described in this Agreement; and (ii) GMAC shall agrees to a moratorium or grace period in respect of any rights the Mortgagee may have delivered against the Companies and/or the Vessels (on such terms as may be acceptable to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(dPurchaser); (iiic) GMAC shall have agreed the continuing public listing of common stock in NewLead on any national security exchange or market, trading or quotation facility up to deliver to an including the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition First Completion Date; (ivd) as the issuance of a satisfactory legal opinion or due diligence report by the Purchaser's Solicitors in favour of the Addition Date, neither GMAC nor Purchaser (or NewLead as the Purchaser is insolvent nor shall any of them have been made insolvent by case may be) in such transfer nor is either of them aware of any pending insolvencyform as may be acceptable to the Purchaser; (ve) the Schedule issuance of Accounts shall have been amended to reflect such Additional Accounts a satisfactory financial report (including, without limitation, an analysis of the Assets, historical audited accounts for the financial years ending 31 December 2011, 31 December 2012 and 31 December 2013 and other financial statements of the Companies and the Schedule of Accounts as so amended shall be true and correct as Vendors' Group) by the Vendor's Accountants in favour of the Addition DatePurchaser (or NewLead as the case may be) in such form as may be acceptable to the Purchaser; (vif) GMAC shall have delivered the issuance of a letter to the Purchaser a certificate of an Authorized Officer of GMAC confirming and NewLead (in such form as may be acceptable to the items set forth in clauses (iPurchaser) through (v) above; (vii) the conditions set forth in Section 2.7(b) from each of the Trust Sale Vendors, the Companies and Servicing Agreement shall have the directors/officers of the Companies confirming (amongst other things) that all documentation and information supplied to the Purchaser (or the Purchaser's Solicitors on behalf of the Purchaser) is true, accurate and complete in all respects, does not contain any misstatement of fact or omit any material fact, is not misleading and has not been satisfiedamended, varied or supplemented in any way on, before or after the date that such documentation or information was supplied by the Purchaser; and (viiig) GMAC all Parties (other than NewLead) having passed director and shareholder resolutions approving this Agreement and all matters required in connection with this Agreement. 3.2 The Parties must use all reasonable endeavours to procure that the Conditions are satisfied as soon as practicable and in any event no later than 00:00: (a) on 31 October 2014; or (b) where a later date has been agreed in writing between the Parties, on that date. 3.3 A Condition may only be waived by all Parties in writing. 3.4 If the Conditions have not been satisfied or waived by 00:00 on 31 October 2014 this Agreement will terminate and cease to have effect immediately after that time on that date except for Clauses 19, 20, 21,24, 25, 26 and any rights or liabilities that may have accrued under this Agreement. 3.5 For the avoidance of doubt, in the event of termination of the Agreement pursuant to Clause 3.4 above, the Vendors shall have delivered not be entitled to make any claim whatsoever against either the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.or NewLead for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence such termination or entry into this Agreement.

Conditions. GMAC 4.1 Completion shall be permitted conditional upon the following conditions (the “Conditions”) being satisfied or waived in writing by the Buyer and the Founders on or before 6.00 p.m. on the Longstop Date: 4.1.1 the receipt by the Buyer or any Group Company, in writing, of an unconditional clearance decision in respect of the proposed acquisition of the Shares by the Buyer pursuant to designatethe terms of this Agreement from the UK’s Competition and Markets Authority (“CMA”) at the end of the CMA’s Phase 1 Investigation (the “Merger Control Condition”); and 4.1.2 each of the JV Conditions. 4.2 The Buyer shall use all reasonable endeavours to procure that the Merger Control Condition is satisfied as soon as possible after the date of this Agreement. 4.3 The Buyer and the Founders shall use their respective reasonable endeavours to procure that the JV Conditions are satisfied as soon as possible after the date of this Agreement. 4.4 The Founders shall as soon as reasonably practicable, notify the Buyer of any material communication received from the CMA relating to the Merger Control Condition, and the Purchaser shall be permitted to accept Buyer shall, as soon as reasonably practicable, notify the designation of, Additional AccountsFounders of any material communication received from the CMA, in accordance each case subject to applicable Laws. 4.5 The Founders shall, and shall procure that the Group Companies shall: 4.5.1 promptly provide such assistance as may reasonably be required, or requested by the Buyer, in relation to the Merger Control Condition, including through the provision of all information and responses requested by the Buyer or the Buyer’s Solicitors in connection with Section 2.03(a) only upon satisfaction the Merger Control Condition as soon as practicable; and 4.5.2 provide the Buyer with the responses to any request for information from the CMA in advance of each any relevant time limit where reasonably practicable, including any time limit set by the Buyer for such responses. 4.6 If at any time the Founders or the Buyer becomes aware of any event, circumstance or condition that would be reasonably likely to prevent any of the following conditions Conditions being satisfied it or they shall promptly inform the other party or parties (as applicable). 4.7 The Buyer and the Founders shall notify each other promptly upon it or them becoming aware that any of the Conditions have been satisfied. 4.8 If the Conditions are not satisfied or waived by the Founders and the Buyer on or before 6.00 p.m. on the Longstop Date, this Agreement shall, subject to clause 4.9, automatically terminate with immediate effect. 4.9 Each party’s further rights and obligations under this Agreement shall cease immediately upon such termination of this Agreement pursuant to clause 4.8 except in respect of the provisions of clauses 10, 13, 16 and 18 to 32 (inclusive), together with any other provisions of this Agreement necessary for its interpretation or enforcement which will continue in full force and effect, provided always that such termination does not affect a party’s accrued rights, liabilities and obligations prior to and as at the related Addition Date:date of termination. 4.10 The Founders shall each, on the same date, transfer their respective DOGL Shares to DOL pursuant to the DOGL SPA prior to both (i) GMAC shall represent that as the satisfaction or waiver of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Conditions and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered the exercise of the Options, and procure that an application for relief, under section 77 Finance ▇▇▇ ▇▇▇▇, from UK stamp duties is made to HMRC in respect thereof within 5 Business Days of such transfers. 4.11 The Founders undertake to use all reasonable efforts to obtain Tax Clearance on terms and conditions reasonably satisfactory to the Purchaser a duly executed written assignment Sellers reflecting the transaction described in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC 4.1 Completion is conditional on the following conditions (each a "Condition") being satisfied on terms that are reasonably satisfactory to the Buyer: 4.1.1 the Seller having completed the acquisition of all the units in the Approved Project; and 4.1.2 the Seller having obtained (or have procured HK Subsidiaries as borrower to obtain) either: (a) the repayment in full of all outstanding amounts under the Existing Loan owed by such HK Subsidiaries by the New Loan; or (b) the receipt of written consent from the lender(s) of such Existing Loan(s) that Completion may occur. 4.2 The Seller shall be permitted use its commercially reasonable endeavours within its powers and control to designateachieve satisfaction of each Condition set out in Clauses 4.1.1 and 4.1.2 as soon as possible after the date of this Agreement and in any event not later than 6 p.m. on the Longstop Date. 4.3 If, at any time, the Seller or the Buyer becomes aware of a fact or circumstance that might prevent a Condition being satisfied, it shall immediately inform the other Party. 4.4 The Seller shall inform the Buyer of satisfaction of any Condition immediately on becoming aware of the same. 4.5 If a Condition has not been satisfied by 6 p.m. on the Longstop Date this Agreement shall automatically terminate with immediate effect. The Seller and the Purchaser shall be permitted to accept the designation of, Additional AccountsBuyer acknowledge and agree that, in accordance with Section 2.03(aClause 7.4.6 of the Subscription and Shareholders' Agreement, if for any reason Completion does not take place by [original the long stop date], being the original Longstop Date, APG shall have the right to enter into good faith discussion with WOP to determine whether to postpone the Longstop Date, in which case the Seller and the Buyer shall agree to postpone the Longstop Date to a date agreed between WOP and APG. 4.6 The Seller and the Buyer agree that, in accordance with Clause 7.4.5 of the Subscription and Shareholders' Agreement, if the Updated Total Consideration is more than five per cent (5%) only upon higher than the Total Consideration, APG shall have the right to enter into good faith discussion with WOP to agree within five (5) Business Days whether Completion shall take place in accordance with this Agreement, notwithstanding the satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC Condition set out in Clause 4.1.1, and if WOP and APG agree that Completion shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment not take place in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing accordance with this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing this Agreement shall have been satisfied; andautomatically terminate with immediate effect. (viii) GMAC shall have delivered to 4.7 Each Party's further rights and obligations cease immediately on termination, but termination does not affect a Party's accrued rights and obligations at the Purchaser an Opinion date of Counsel termination or its rights and obligations arising as a result of GMAC substantially in the form of Exhibit D.termination.

Conditions. GMAC shall be permitted The obligations of the Parties to designate, and complete the Purchaser shall be permitted Arrangement are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction fulfillment of each of the following conditions precedent on or prior to before the related Addition DateEffective Time, each of which may only be waived with the mutual consent of the Parties: (ia) GMAC the Arrangement Resolution shall represent that as of have been approved and adopted by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to TMX Group Shareholders at the Purchaser on such Addition Date is an Eligible ReceivableTMX Group Meeting in accordance with the Interim Order; (iib) GMAC the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement; (d) the LSEG Shareholder Approval shall have been obtained; (e) the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be any outstanding Regulatory Intervention; (f) LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the LSEG Shares issuable pursuant to the Purchaser a duly executed written assignment Arrangement shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE and (B) the LSEG Shares issuable upon exchange of the Exchangeable Shares and exercise of the Replacement Options shall have been conditionally approved for listing on TSX, subject only in substantially each case to the form satisfaction of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)customary listing conditions of LSE or TSX, as the case may be; (iiig) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC LSEG shall have delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Purchaser a certificate of an Authorized Officer of GMAC confirming Exchangeable Shares or Replacement Options shall as soon as practicable following the items set forth in clauses (i) through (v) above; (vii) Effective Time be admitted to the conditions set forth in Section 2.7(b) Official List of the Trust Sale UK Listing Authority and Servicing Agreement shall have been satisfiedto trading on LSE, subject only in each case to the satisfaction of the customary listing conditions of LSE; and (viiih) GMAC shall have delivered the LSEG Shares and the Exchangeable Shares to be issued pursuant to the Purchaser an Opinion Arrangement have been allotted by the LSEG Board and the board of Counsel directors of GMAC substantially Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in this Section 6.1(h), and shall be deemed to have waived such condition, in the form event that TMX Group fails to advise the Court prior to the hearing in respect of Exhibit D.the Final Order that LSEG intends to rely on the exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. GMAC 4.01. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be permitted subject to designatethe satisfaction of all the following conditions, and any one or more of which may be waived in writing by Seller: (a) Seller shall have received payment of the Purchaser shall be permitted to accept the designation of, Additional Accounts, Purchase Price in accordance with Section 2.03(a) only upon satisfaction 2.02 of each of the following conditions on or prior to the related Addition Date:this Agreement. (ib) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment set forth in substantially the form Section 3.02 of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct as of the Addition Date;in all material respects. (vic) GMAC Purchaser shall have delivered all of the documents and other items described in Section 5.01. (d) Lender's Consent shall have been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to the Purchaser a certificate clause (iv) of an Authorized Officer of GMAC confirming the items set forth this Section, as otherwise provided in clauses Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) through provide such information, (vii) above;execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a substantive non-consolidation opinion, and (iv) take such other actions as are required by the Indenture and any other loan documents in connection with the transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the Ratings Agencies (including any of the foregoing actions as may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser: (viia) Seller shall have delivered all of the conditions documents and other items described in Section 5.02. (b) The representations and warranties of Seller set forth in Section 2.7(b3.01 above shall be true and correct in all material respects, except for any matters that are Lessee's responsibility under the Net Lease. (c) of the Trust Sale and Servicing Agreement Lender's Consent shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.obtained by Seller.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections If with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Underwritten Forward Shares, (ivi) as any of the Addition Date, neither GMAC nor representations and warranties of the Purchaser is insolvent nor shall Transaction Entities contained in Section 1(a) hereof or any of them have been made insolvent certificate delivered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Forward Closing Time as if made as of the Forward Closing Time; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Forward Closing Time; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Forward Closing Time; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Forward Closing Time or the Forward Closing Time shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to the Forward Closing Time or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreement are not true and correct as of GMAC confirming the items set forth in Forward Closing Time as if made as of the Forward Closing Time (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then the Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Underwritten Borrowed Shares otherwise deliverable on such date. In addition, in the form event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Underwritten Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for the Forward Seller to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Forward Closing Time the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC The increased or new Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Incremental Effective Date; provided that: (i) GMAC the representations and warranties under Article III shall represent be true in all material respects with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, solely with respect to Incremental Revolving Loans that are used to effect or finance a Permitted Acquisition or Investments permitted under this Agreement, the Borrowers shall have the option of making any representations and warranties under Article III (other than any customary “specified representations”) and determinations as to the availability of any “basket-carveouts” under Article VII effective as of the related Additional Cut-Off Date each date of entering the definitive agreement for such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Permitted Acquisition or such Investment in accordance with the Purchaser on such Addition Date is an Eligible ReceivableLimited Condition Transaction provisions set forth in Section 1.09; (ii) GMAC no Event of Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Incremental Effective Date; (iii) GMAC the Borrowers shall have agreed make any payments required pursuant to deliver Section 2.13 in connection with any adjustment of Revolving Loans pursuant to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateSection 2.20(d); (iv) as of the Addition Date, neither GMAC nor Borrowers shall deliver or cause to be delivered any legal opinions or other customary documents reasonably requested by the Purchaser is insolvent nor shall Administrative Agent in connection with any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencytransaction; (v) if not already permitted by the Schedule of Accounts Intercreditor Agreement and to the extent necessary, the Intercreditor Agreement shall have been amended amended, in a manner reasonably satisfactory to the Administrative Agent, to reflect such Additional Accounts and an increase in the Schedule of Accounts as so amended shall be true and correct as maximum principal amount of the Addition Date;aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) GMAC if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall have delivered enter into any security documents, amendments, confirmations, reaffirmations or other agreements to maintain the Collateral Agent’s fully perfected First Priority Lien on the Collateral, subject to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) terms of the Trust Sale and Servicing Intercreditor Agreement shall have been satisfied; and (viiiso long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) GMAC shall have delivered to or the Purchaser an Opinion terms of Counsel of GMAC substantially in the form of Exhibit D.any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding).

Conditions. GMAC shall be permitted The Depositor may convey to designate, the Issuing Entity all Eligible Receivables and the Purchaser shall be permitted to accept the designation of, related Collateral Security in any Additional Accounts, Accounts in accordance with Section 2.03(a2.7(a) or Section 2.7(b), only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Depositor shall represent and warrant that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser Issuing Entity on such Addition Date is an Eligible Receivable; (ii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee a duly executed written assignment in substantially the form of Exhibit C hereto and the list required to be delivered pursuant to Section 7.02(d10.2(e); (iii) GMAC the Depositor shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Account all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateDate (or such later date as may be permitted pursuant to the Indenture); (iv) as of the Addition Date, neither GMAC the Servicer nor the Purchaser Depositor is insolvent insolvent, nor shall any either of them have been made insolvent by such transfer transfer, nor is either of them aware of any pending insolvency; (v) the Depositor shall represent and warrant that the designation of such Additional Accounts, the inclusion of such Additional Accounts in the Pool of Accounts and the purchase of the related Receivables shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (vi) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vivii) GMAC the Depositor shall have delivered to the Purchaser Indenture Trustee and the Owner Trustee a certificate of an Authorized Officer of GMAC the Depositor confirming the items set forth in clauses (i) through (vvi) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee an Opinion of Counsel of GMAC substantially in the form of Exhibit D.D hereto.

Conditions. GMAC shall be permitted to designate, and 5.1. Completion is conditional upon the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions conditions: (a) the CMA having accepted the Undertaking in Lieu from the Seller Parent (and such undertaking having been signed by the CMA and the Seller Parent) and the CMA having approved the Buyer Parent or its Related Persons as the suitable purchaser for the purposes of the Transaction; (b) the closing of the transactions contemplated under the Business Combination Agreement in accordance with the terms of such agreement; (c) each Rig (other than: (i) a Rig that has become a Rig Total Loss; or (ii) any Rig with Rig Damage on or the Condition Satisfaction Date which is subject to determination pursuant to clauses 7.6 to 7.12 (inclusive)) is on Completion delivered with class maintained, free of average damage affecting class which has been incurred after the Rig Inspection Date relating to that Rig; (d) no Rig Total Loss Event having occurred in respect of more than two Rigs; and (e) the consent in writing of the Drilling Customer to each of the Drilling Agreements (other than the NLN Drilling Agreement) to novate such agreement, subject to clause 5.3(b), on the terms of the Drilling Novation Agreements having been received prior to the related Addition satisfaction of the CMA Condition. 5.2. Each Seller Party shall use its reasonable endeavours to procure the satisfaction of the Conditions as soon as practicable and in any event by no later than the Longstop Date. The Seller Parent shall notify the Buyer in writing as soon as reasonably practicable if it becomes aware of any matter, event or circumstance which would result in any of the Conditions becoming incapable of satisfaction. 5.3. The Buyer shall (and shall procure that each of its Related Persons shall) cooperate with the Seller Parties in connection with the satisfaction of the Condition set out in clause 5.1(e), and shall (without limitation): (a) promptly provide to the Seller Parent (upon its written request) with all information and documents reasonably required by any Drilling Customer; (b) consent to any amendment reasonably requested by the Drilling Customer to the terms of any Drilling Novation Agreement to be entered into by such customer on Completion, provided that the Buyer and its Related Persons shall: (i) GMAC only be required to assume any obligation or liability under a Drilling Agreement that arises on or after Completion (provided that this clause 5.3(b)(i) shall represent that as not in any way require any Seller Party to remedy any damage to any Rig or the Rig Assets other than in accordance with the terms of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;clause 7); or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list not be required to be delivered pursuant to Section 7.02(d)agree any term that is inconsistent with the terms of this agreement or any other Transaction Document; (iiic) GMAC shall have agreed provide a Drilling PCG to deliver each Drilling Customer; and (d) in accordance with the NSH Drilling Agreement and the NST Drilling Agreement, provide each Drilling Customer a deed of liability and insurance and a deed of mutual indemnity and waiver, in each case, in the form contained in the relevant Drilling Agreement. 5.4. The Buyer undertakes to cooperate with the CMA in relation to the PurchaserCMA’s suitable purchaser assessment, including promptly providing the CMA with all information and documents reasonably required for deposit the purposes of the purchaser suitability assessment and making the management of the Buyer available to meet with, and present to, the CMA on the proposed business plan for the Business to be operated by the Buyer following Completion and the NLN Completion. 5.5. The Buyer shall: (a) present a well developed business plan to the CMA for the Business when requested to do so by the CMA; (b) make senior management available to meet with and present to the CMA on the business plan and arrange the attendance of senior management from its selected partners to meet with the CMA when requested to do so by the CMA; (c) provide information reasonably requested by the CMA in relation to the Collection Accountassessment of purchaser suitability, in a timely manner; (d) keep the Seller Parent regularly updated on the status of discussions with the CMA in connection with the Transaction; and (e) promptly notify the Seller Parent of any communication received from the CMA in connection with the Transaction and, to the extent required permitted by applicable law, promptly provide the Seller Parent with copies of all communications received from, or made to, the CMA in connection with the Transaction, in each case, it being acknowledged that any Buyer Confidential Information related to such discussions or communication with the CMA shall be shared on a counsel to counsel basis only. 5.6. The Buyer undertakes to each Seller Party that it has the financial resources, expertise (including managerial, operational and technical capability), incentive and intention to maintain and operate the Assets and the Business as part of a viable and active business in competition with the Sellers and other competitors in the provision of offshore drilling services using ▇▇▇▇-up rigs in North West Europe (identified as the United Kingdom, Denmark and the Netherlands), excluding Norway. 5.7. The Buyer undertakes to each Seller Party that it shall not at any time prior to Completion, either alone or acting in concert with any other person, acquire, agree to acquire or offer to acquire, or cause any other person to acquire, agree to acquire or to offer to acquire, or progress or contemplate (or cause any other person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Business or any other business, the acquisition of which might reasonably be expected to prejudice or delay the outcome of the satisfaction of any of the Conditions or the occurrence of Completion. 5.8. To the extent requested by the Trust Sale and Servicing AgreementCMA, all Collections with respect each Party agrees to amend the terms of this agreement or any other Transaction Document on terms acceptable to the Eligible Receivables arising in CMA and shall at their own expense execute all such Additional Accounts since documents (including a deed of amendment) and do such acts and things as the Additional Cut-Off Date within two CMA may reasonably require for the purpose of such amendment. 5.9. By no later than one Business Days after such Addition Date; (iv) as following the satisfaction of the Addition Condition set out in clause 5.1(e), the Seller Parent and the Buyer shall deliver a notice in writing to the CMA (signed by the Seller Parent and the Buyer) confirming that such condition has been satisfied. 5.10. The Seller Parent shall keep the Buyer reasonably advised of the progress towards the satisfaction of the Conditions and shall notify the Buyer in writing upon the satisfaction of each Condition capable of satisfaction prior to Completion and the first Business Day following the satisfaction of all the Conditions (or, in the case of the Rig Conditions, such conditions continuing to be fulfilled) being, the “Condition Satisfaction Date”. 5.11. If any of the Conditions has not been satisfied or becomes incapable of satisfaction, in each case, on or before the Longstop Date, neither GMAC nor this agreement shall terminate with effect from that date. 5.12. If this agreement terminates in accordance with clause 5.11, the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as obligations of the Addition Date; (vi) GMAC Parties shall have delivered to automatically terminate, save that the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) rights and liabilities of the Trust Sale Parties which have accrued prior to (or as a result of) termination shall continue to subsist, including those under this clause 5.12 and Servicing Agreement shall have been satisfied; and clauses 1, 4.4, 21 to 23 and 26 to 37 (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.inclusive).

Conditions. GMAC shall be permitted The Depositor may convey to designate, the Trust all Eligible Receivables and the Purchaser shall be permitted to accept the designation of, related Collateral Security in any Additional Accounts, Accounts in accordance with Section 2.03(a2.7(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC the Depositor shall represent and warrant that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser Trust on such Addition Date is an Eligible Receivable; (ii) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee a duly executed written assignment in substantially the form of Exhibit C hereto and the list required to be delivered pursuant to Section 7.02(d10.2(e); (iii) GMAC the Depositor shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Account all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateDate (or such later date as may be permitted pursuant to Section 6.2(b); (iv) as of the Addition Date, neither GMAC nor the Purchaser Depositor is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Rating Agency Condition shall have been satisfied with respect to such addition for each series or class of Securities then outstanding; (vi) the Depositor shall represent and warrant that the designation of such Additional Accounts, the inclusion of such Additional Accounts in the Pool of Accounts and the purchase of the related Receivables shall not, in the reasonable belief of the Depositor, result in the occurrence of an Early Amortization Event; (vii) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (viviii) GMAC the Depositor shall have delivered to the Purchaser Indenture Trustee and the Owner Trustee a certificate of an Authorized Officer of GMAC the Depositor confirming the items set forth in clauses (i) through (vvii) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viiiix) GMAC the Depositor shall have delivered to the Purchaser Owner Trustee an Opinion of Counsel of GMAC substantially in the form of Exhibit D.D hereto.

Conditions. GMAC shall be permitted (a) The obligation of Purchaser under this Agreement to designate, and purchase the Purchaser shall be permitted Property from Seller is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction at or prior to Settlement of each of the following conditions on (any one of which may be waived in whole or in part by Purchaser at or prior to the related Addition DateSettlement), as applicable: (i) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Purchaser or deemed consented to by Purchaser under the Addition Date;terms of this Agreement. (viii) GMAC Seller shall have delivered performed, observed and complied in all material respects with each of the covenants, agreements and conditions expressly required by this Agreement to be satisfied by Seller prior to or as of Settlement. (iii) Purchaser shall have a period from the Effective Date until 5:00 p.m. Eastern Time on theday that is sixty (60) days following the Effective Date (the “ Feasibility Period”) to complete any and all investigations Purchaser deems necessary for the acquisition of the Property, subject to Section 14 below and provided further that Seller’s prior written approval shall be required for any invasive or intrusive testing. Purchaser shall have the right to extend the Feasibility Period for an additional thirty (30) days immediately following the expiration of the initial Feasibility Period, provided that Purchaser: (x) provides Seller with written notice of such extension at least ten (10) days prior to the expiration of the initial Feasibility Period, and (y) deposits, prior to the expiration of the initial Feasibility Period, an additional amount equal to TEN PERCENT (10%) of the Purchase Price ($___ _) (the “Additional Deposit”) with Escrow Agent by wire transfer of immediately available funds. If Purchaser a certificate is not satisfied with the Property, it may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of an Authorized Officer the Feasibility Period. If Purchaser timely terminates this Agreement pursuant to this Section 6(a)(iii), Seller and Purchaser shall each promptly authorize the Escrow Agent to return the Deposit to Purchaser and this Agreement shall be deemed null and void except with respect to any provisions which by their express terms survive the termination or expiration of GMAC confirming the items set forth in clauses this Agreement (i) through (v) above; (vii) the conditions including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 2.7(b14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). Failure by Purchaser to deliver the notice of termination described above in this Section 6(a)(iii) prior to the expiration of the Trust Sale Feasibility Period shall constitute a waiver of this Section 6(a)(iii), whereupon the Deposit shall becomenonrefundableto Purchaser except as otherwise expressly set forth herein. (iv) From and Servicing after the Effective Date and until Settlement, Seller shall not lease any space on the Property or permit any material encumbrance to be placed upon all or any portion of the Property or the title thereto without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Seller’s obligation to proceed to Settlement hereunder is subject to the satisfaction at or prior to Settlement of the following conditions (which may be waived in whole or in part by Seller, in writing, at or prior to Settlement), as applicable: (i) The representations and warranties of Purchaser set forth in this Agreement shall have been satisfied; andbe true and correct at and as of Settlement in all material respects as though such representations and warranties were made at and as of Settlement, except for changes therein consented to by Seller or deemed consented to by Seller under the terms of this Agreement. (viiiii) GMAC Purchaser shall have delivered performed, observed and complied with in all material respects the covenants, agreements and conditions required by this Agreement to be satisfied by Purchaser prior to or as of Settlement. (c) Purchaser acknowledges that Seller shall not be delivering any due diligence information or materials to Purchaser in connection with this Agreement or Settlement and that the determination of the Purchase Price reflects the fact that Purchaser an Opinion will be purchasing the Property without the disclosure of Counsel of GMAC substantially in the form of Exhibit D.any such information and materials.

Conditions. GMAC shall be permitted 10.1 The obligation of SUI and Merger Sub to designateconsummate the Merger is expressly conditioned upon the following, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of which constitutes a condition precedent to the following conditions obligations of SUI hereunder to be performed at Closing, which, if not satisfied or waived by SUI on or prior before the Closing Date (unless a different time for performance is expressly provided herein), shall constitute a failure of conditions under Section 6.1 of the Omnibus Agreement. Further, if any such condition was not satisfied as a result of any default or breach of this Agreement by the Company, SUI may pursue such legal and equitable rights and remedies that may be available to it pursuant to the related Addition DateOmnibus Agreement: (a) On the Closing Date, (i) GMAC title to each Project shall represent that as of be held by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to applicable Property Owner in the Purchaser on such Addition Date is an Eligible Receivable; condition required by this Agreement, (ii) GMAC the Title Company shall have delivered deliver “marked-up” Commitments or proforma policies agreeing to issue the Purchaser a duly executed written assignment in substantially the form of Exhibit C Required Title Policies, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC the Company shall have agreed to deliver directly or indirectly own one hundred percent (100%) of the Membership Interest in each Holding Company identified as being owned by Company on the attached Exhibit A and each Holding Company shall own one hundred percent (100%) of the Membership Interest in each Property Owner identified as being owned by the Holding Company on the attached Exhibit A in the condition required under this Agreement, subject in each case to the Purchaser, for deposit in exceptions set forth on Exhibit A. (b) The sale of the Collection Account, Owned Homes and the MH Contracts by HSC to SHS pursuant to the extent required by Asset Purchase Agreement shall close prior to or contemporaneously with the Trust Sale and Servicing closing of the transactions contemplated in this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;. (ivc) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended The conditions to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items Closing set forth in clauses (i) through (v) above; (vii) the conditions Omnibus Agreement shall be satisfied, together with the Closing deliveries set forth in Section 2.7(b18.2. (d) of the Trust Sale and Servicing Agreement The Company Shareholder Approval shall have been satisfied; andobtained. (viiie) GMAC shall All actions by (including any authorization, consent or approval) or in respect of (including notice to), or filings with, any Governmental Entity or other Person that are required to consummate the Merger, will have delivered been obtained or made, in a manner reasonably satisfactory in form and substance to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.SUI, and no such authorization, consent or approval will have been revoked.

Conditions. GMAC shall be permitted 3.1 The Parties undertake to designate, and enter into the Purchaser shall be permitted Promised Agreement subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfillment of the following conditions on (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall provide, or prior procure that the Target Companies shall provide, such reasonable assistance (including the provision of such information and other documents reasonably necessary to support the applications to the related Addition DateRelevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be requested by the Relevant Antimonopoly Office to obtain such approval, including, without limitation, providing such information and other documents reasonably necessary to support the relevant application to and addressing any queries raised by the Relevant Antimonopoly Office. (b) The Buyer shall promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the date of this Agreement) all filings and notifications with the Relevant Antimonopoly Office in order to obtain the Antimonopoly Approval. (c) The Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Antimonopoly Approval. (d) Subject to applicable laws relating to the sharing of information, the Buyer shall: (i) GMAC shall represent that as promptly notify the Seller of any communication the related Additional Cut-Off Date each such Additional Account is an Eligible Account Buyer receives from the Relevant Antimonopoly Office in relation to this Agreement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed permit the Seller to review in advance any proposed communication by the Buyer to the Purchaser on such Addition Date is an Eligible Receivable;Antimonopoly Office; and (ii) GMAC provide the Seller with copies of all correspondence, filings or communications between the Buyer or any of its representatives, on the one hand, and the Relevant Antimonopoly Office or members of its staff, on the other hand. (e) The Seller and the Buyer shall have delivered coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing, provided that the foregoing shall not require any Party to disclose any information that in the reasonable judgment of the Buyer or the Seller, as the case may be, would result in the disclosure of any trade secrets of third parties or the breach of any of their respective confidentiality obligations. (f) No Party shall be required to comply with any provision of this Section 3.3 to the Purchaser a duly executed written assignment in substantially extent that such compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other fully informed and up to date with respect to their progress towards satisfaction of the form Conditions and upon becoming aware of Exhibit C and satisfaction of any of the list required to be delivered pursuant to Section 7.02(d); Conditions shall notify the other Party thereof not later than within 1 (iiione) GMAC Business Day from the date such Party becomes aware of the satisfaction of the relevant Condition. In particular, the Buyer shall have agreed to deliver to the PurchaserSeller, for deposit together with the relevant notification, a copy of the Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be placed in the Collection Account, to VDR (as defined below). 3.5 The Condition 2 is stipulated for the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as benefit of the Addition Date, neither GMAC nor Buyer and the Purchaser Buyer is insolvent nor shall entitled to waive that Condition 2 at any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts time. The foregoing waiver shall have been amended to reflect such Additional Accounts and the Schedule same effect as fulfillment of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Condition 2.

Conditions. GMAC shall be permitted On the terms and subject to designatethe conditions contained herein, and the Purchaser shall be permitted to accept the designation of, Additional AccountsBorrower may request that one or more L/C Issuers Issue, in accordance with Section 2.03(asuch L/C Issuers’ usual and customary business practices, and for the account of the Borrower (provided, that any Letter of Credit may support the obligations of any Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and a Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder), Letters of Credit (denominated in Dollars) only from time to time on any Business Day during the period from the Closing Date through the date that is seven (7) days prior to the Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon satisfaction the occurrence of each any of the following conditions on or prior or, if after giving effect to the related Addition Datesuch Issuance: (A) (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Availability would be less than zero, or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the form of Exhibit “L/C and the list required to be delivered pursuant to Section 7.02(dSublimit”); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vB) the Schedule expiration date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule Letter of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Credit (i) through is not a Business Day, or (vii) above;is more than one year after the date of issuance thereof; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period; provided, further, if the expiration date of a Letter of Credit (whether initially or by extension) is later than the date that is seven (7) days prior to the Revolving Termination Date, then the Borrower shall be required to cash collateralize such Letter of Credit no later than the date that is thirty (30) days prior to the Revolving Termination date; or (viiC) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower on behalf of the Credit Parties, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall 2.2 have been satisfiedsatisfied or waived in connection with the Issuance of any Letter of Credit; and (viii) GMAC provided, however, that no Letters of Credit shall have delivered be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Revolver Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the Purchaser an Opinion contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Counsel of GMAC substantially in the form of Exhibit D.Credit unless

Conditions. GMAC shall be permitted The obligation of Cogentrix GP and Cogentrix LP to designate, and make the Purchaser shall be permitted contributions described in Section 3.2 are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on precedent (except those conditions, if any, that may be specifically waived in writing by Cogentrix GP or prior Cogentrix LP, as appropriate): (a) The Project Credit Facilities and the Project Loan Documents shall have been approved by the Management Committee and the Project Loan Documents will be executed by all parties thereto. An original executed copy of each Project Loan Document will be delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as soon as available. (b) All conditions to the related Addition Dateclosing of the Construction/Term Facility shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other deliveries in connection with the Project which are required to be received by the Construction/Term Lender as a condition to the funding of the Construction/Term Facility and the Revolving Facility shall have been delivered or received. A copy of all such deliveries and other evidence of the closing shall be provided to Cogentrix GP and Cogentrix LP. (c) The contribution by VF Delaware contemplated by Section 3.1(a) shall have been made to the satisfaction of Cogentrix GP and Cogentrix LP and evidence thereof reasonably satisfactory to Cogentrix GP and Cogentrix LP shall have been provided to them by VF Delaware. (d) The following representations or warranties shall be true and correct in all respects, and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) GMAC shall represent that as Each of VF and VF Delaware (A) is a limited liability company duly organized, validly existing and in good standing under the laws of the related Additional Cut-Off Date each such Additional Account State of Delaware, the ownership of which is an Eligible Account 99% by Agro Power and that each Receivable arising thereunder identified as an Eligible Receivable 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has full power and conveyed authority and the legal right to incur the Purchaser on such Addition Date obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Project Documents and Project Loan Documents to which it is an Eligible Receivable;a party. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C This Agreement and the list required Project Documents and Project Loan Documents to which it is a party have been duly authorized, executed and delivered by VF Delaware and VF and constitute the legal, valid and binding obligations of each of VF Delaware and VF enforceable against it in accordance with their terms, except as enforceability may be delivered pursuant to Section 7.02(d);limited by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (iii) GMAC shall have agreed Neither the execution, delivery or performance by VF Delaware or VF of this Agreement or any of the Project Documents or Project Loan Documents to deliver which it is a party, nor compliance by it with the terms and provisions hereof or thereof, including, without limitation, the assignment of the Project Documents and Project Assets to the PurchaserPartnership, for deposit requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or by-laws or any of the Collection Accountterms, conditions or provisions of any Requirement of Law applicable to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;it or its assets or business. (iv) as It is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Addition DateInvestment Company Act of 1940, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;as amended. (v) The representations and warranties of VF Delaware or VF or any of their respective Affiliates in or pursuant to any of the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Project Documents or Project Loan Documents are true and correct as of the Addition Date;date hereof and are hereby deemed to be made to Cogentrix GP and Cogentrix LP, mutatis mutandis, as if fully set forth herein. (vie) GMAC The following representations or warranties shall have delivered be true and correct in all respects, and are hereby made to VF Delaware and VF by Cogentrix GP and Cogentrix LP as an inducement to their making capital contributions to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Partnership: (i) through Each of Cogentrix GP and Cogentrix LP (vA) above;is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (B) has full power and authority and the legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (viiii) This Agreement and Project Loan Documents to which it is a party have been duly authorized, executed and delivered by Cogentrix GP and Cogentrix LP and constitute the conditions set forth legal, valid and binding obligations of each of Cogentrix GP and Cogentrix LP enforceable against it in Section 2.7(baccordance with their terms, except as enforceability may be limited by general equitable principles and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (iii) Neither the execution, delivery or performance by Cogentrix GP and Cogentrix LP of this Agreement, nor compliance by it with the terms and provisions hereof, requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a breach or violation of its charter documents or bylaws or any of the Trust Sale and Servicing Agreement shall have been satisfied; andterms, conditions or provisions of any Requirement of Law applicable to it or its assets or business. (viiiiv) GMAC shall have delivered to It is not an "investment company" or a company "controlled" by an "investment company" within the Purchaser an Opinion meaning of Counsel the Investment Company Act of GMAC substantially in the form of Exhibit D.1940, as amended.

Conditions. GMAC The Dealer Managers shall be permitted entitled to designatewithdraw as Dealer Managers in connection with the Invitation, at any time, if any of the conditions set forth in this Section 10 are not met, and the Purchaser obligations of the Dealer Managers hereunder shall at all times be subject, in their discretion, to the conditions that: (a) All representations and warranties and other statements of UMS contained herein are now, and on the Announcement Date, at all times during the Invitation and on the Settlement Date will be, true and correct. (b) UMS at all times during the Invitation shall have performed all of its obligations hereunder theretofore required to have been performed and the statements of UMS and its officers made in any certificates delivered pursuant to this Agreement shall be permitted true and correct in all respects. (c) The Invitation Supplement and any amendment or supplement thereto with respect to accept the designation of, Additional Accounts, Invitation shall have been filed with the Commission by post-effective amendment or pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 2.03(a4(d) only upon satisfaction hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof and no order preventing or suspending use of any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto 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 your reasonable satisfaction; and any Issuer Free Writing Prospectus and any other material required to be filed by UMS pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433. (d) On the date hereof (the “Commencement Date”) and the Expiration Date, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, your United States counsel, shall have furnished to you such written opinion or opinions, dated the respective date of delivery thereof, with respect to the validity of the Fiscal Agency Agreement and the Reopened Notes, the Registration Statement, the Prospectus and such other related matters as you may have reasonably requested sufficiently in advance of each such date, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In the event of an amendment of the following Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you. In rendering their opinions, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may assume all matters of Mexican law covered by the opinions referred to in paragraphs (e) and (f) of this Section 10. (e) On the Commencement Date and the Expiration Date, ▇▇▇▇▇ ▇▇▇▇▇▇▇, S.C., your Mexican counsel, shall have furnished to you such written opinion or opinions, dated the respective date of delivery thereof, with respect to the validity of this Agreement, the Fiscal Agency Agreement and the Reopened Notes, the Registration Statement, the Prospectus and such other related matters as you may have reasonably requested sufficiently in advance of each such date, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you. In rendering such opinion, such counsel may assume all matters of United States Federal and New York law covered by the opinions referred to in paragraph (d) of this Section 10. (f) On the Commencement Date and the Expiration Date, the Deputy Director General of Legal Procedures of Credit of the Ministry of Finance and Public Credit of the United Mexican States, or the Fiscal Attorney of the Federation or the Deputy Fiscal Attorney of the Federation, shall have furnished to you his or her written opinion, dated the respective date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex I hereto. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you, addressing the matters set forth in Annex I hereto. In rendering such opinion, such counsel may state that his or her opinion is limited to matters of Mexican law and, as to all matters of United States Federal and New York law, may rely upon the opinion referred to in paragraph (g) of this Section 10. (g) On the Commencement Date and the Expiration Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for UMS, shall have furnished to you their written opinion, dated the respective date of delivery thereof, in form and substance satisfactory to you, addressing the matters set forth in Annex II hereto. In the event of an amendment of the Invitation, such counsel will also furnish you, from time to time, up to the completion of the Invitation, any further opinion and letter of counsel as you may reasonably request, in form and substance substantially to the effect of such counsel’s opinion on the date hereof and satisfactory to you, addressing the matters set forth in Annex II hereto. In rendering such opinion, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York. (h) UMS shall have furnished to you, on the Commencement Date and the Expiration Date, a certificate in English, dated the respective date of delivery thereof, of the Deputy Undersecretary for Public Credit of the Ministry of Finance and Public Credit of the United Mexican States, in which such official shall state that, to the best of his or her knowledge after reasonable investigation: (i) the representations and warranties of UMS in this Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of the respective date of such certificate (other than such representations and warranties which are made as of a specified date), (ii) UMS has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the respective date of such certificate, (iii) no proceeding has been initiated, or to the best of his or her knowledge, threatened to restrain or enjoin the making of the Invitation or the issuance or delivery of the Reopened Notes or the purchase of Old Bonds by UMS pursuant to the Invitation Material or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Invitation will be effected, the Reopened Notes will be issued and/or the Old Bonds will be purchased pursuant thereto or to question the validity of the Invitation or the Reopened Notes, and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in relevant part, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and (v) since the respective dates as of which information is given in the Prospectus as amended or supplemented and on or before the Announcement Date, there has not been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic, fiscal, political or other condition, or foreign exchange controls, of UMS, except as set forth in or contemplated by the Prospectus as amended or supplemented. (i) Since the respective dates as of which information is given in the Prospectus as amended or supplemented on or before the Announcement Date, there shall not have been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic, fiscal, political or other condition, or foreign exchange controls, of UMS, otherwise than as set forth in or contemplated by the Prospectus as amended or supplemented on or prior to the related Addition Announcement Date:, the effect of which, in any such case, is in your reasonable judgment, after consultation with UMS, so material and adverse such as to make it impracticable or inadvisable to proceed with the Invitation or the delivery of the Reopened Notes or purchase of the Old Bonds on the terms and in the manner contemplated by the Prospectus as amended or supplemented. (ij) GMAC Subsequent to the execution and delivery of this Agreement and on or before the Settlement Date there shall represent not have occurred any of the following: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (B) trading of any securities of UMS shall have been formally suspended or limited on any international exchange; (C) a general moratorium on commercial banking activities in New York or the United Mexican States declared by either United States or New York State authorities or authorities of UMS, respectively; (D) a material failure in the computerized systems used to operate and maintain The Depository Trust Company’s Automated Tender Offer Program; or (E) the outbreak or escalation of hostilities involving the United States or the United Mexican States or the declaration by the United States or the United Mexican States of a national emergency or war, if the effect of any such event specified in clause (E) is in your reasonable judgment, after consultation with UMS, so material and adverse as to make it impracticable or inadvisable to proceed with the Invitation or the delivery of the Reopened Notes on the terms and in the manner contemplated by the Prospectus as amended or supplemented. (k) The Deputy Undersecretary for Public Credit or the Deputy Director General of Legal Procedures of Credit of the Ministry of Finance and Public Credit of the United Mexican States shall have furnished to you on the Commencement Date and the Announcement Date a certificate in English, dated the date of delivery, to the effect that as of its effective date, the related Additional Cut-Off Date each such Additional Account is an Eligible Account Registration Statement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed any further amendment thereto made by UMS did not contain any untrue statement of a material fact or omit to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list state any material fact required to be delivered pursuant stated therein or necessary to Section 7.02(d); (iii) GMAC shall have agreed to deliver to make the Purchaserstatements therein not misleading; that, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Datedate of the Invitation Supplement, neither GMAC nor the Purchaser is insolvent nor shall Prospectus, and any of them have been further amendment or supplement thereto made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) UMS, the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts Prospectus as so amended shall be true and correct or supplemented, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; that, as of the Addition Date;Time of Sale, the Time of Sale Information and any further amendment or supplement thereto made by UMS did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and that, as of the respective date of such certificate, neither the Registration Statement nor the Prospectus nor the Time of Sale Information or any amendment or supplement thereto made by UMS contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing certification shall not apply to the statements in or omissions from the Registration Statement or the Prospectus or the Time of Sale Information or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to UMS in writing by you expressly for use in the Registration Statement or the Prospectus or the Time of Sale Information or such amendment or supplement thereto. (vil) GMAC UMS shall have delivered furnished to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) you on each of the Trust Sale Commencement Date and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Expiration Date such further information, certificates and documents as you may reasonably request.

Conditions. GMAC shall be permitted to designate, The effectiveness of this Agreement and the Purchaser shall be permitted obligation of any Bank hereunder is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on as of the Effective Date or prior to at the related Addition Datetime of any Borrowing, as applicable: (ia) GMAC the fact that the Effective Date shall represent have occurred prior to August 31, 2001; (b) receipt by the Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the case may be; (c) the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivabledate hereof; (iid) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially fact that the form aggregate outstanding principal amount of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Loans will not exceed the aggregate amount of the Commitments; (iiie) GMAC the fact that no Default shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale occurred and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datebe continuing; (ivf) as the fact that the representations and warranties of the Addition DateBorrower (in the case of a Borrowing, neither GMAC nor other than the Purchaser is insolvent nor representation set forth in Section 4.02(b)) contained in this Agreement shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; be true (v) it being understood and agreed that the Schedule of Accounts shall have been amended to reflect such Additional Accounts representation and the Schedule of Accounts as so amended warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the making of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedrespective Loan); and (viiig) GMAC the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this clause (g) shall have delivered the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the Purchaser an Opinion facts specified in clauses (c), (d), (e), (f) and (g) of Counsel of GMAC substantially in the form of Exhibit D.this Section.

Conditions. GMAC shall be The Transferor is permitted to designate, transfer to the Issuer the Transferred Receivables and all Related Security related thereto arising in connection with any Additional Accounts or Interests in Other Floorplan Assets designated by the Purchaser shall be permitted Transferor pursuant to accept the designation of, Additional Accounts, in accordance with Section 2.03(a2.06(a) or (b) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Transferor has provided the Owner Trustee, the Indenture Trustee, the Rating Agencies and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such any Series Enhancers with a timely Addition Date is an Eligible ReceivableNotice; (ii) GMAC shall have the Transferor has delivered to the Purchaser Owner Trustee a duly executed written assignment (including an acceptance by the Owner Trustee) in substantially the form of Exhibit C and A (the list required to be delivered pursuant to “Assignment”), along with the applicable Additional Account Schedule or Other Floorplan Asset Schedule, as applicable, in accordance with Section 7.02(d2.01(e); (iii) GMAC shall have agreed to deliver the Transferor has delivered to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Servicer all Collections with respect to the Eligible Receivables arising in on such Additional Accounts since or Interest in Other Floorplan Assets relating to the time period on or after the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account or Other Floorplan Accounts, as applicable, is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts or Other Floorplan Accounts, as applicable; (C) the Additional Account Schedule or Other Floorplan Asset Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of the date of the Addition Notice and the Addition Date, neither GMAC nor none of the Purchaser Seller, the Transferor or the Servicer is insolvent nor shall any of them have been or will be made insolvent by such the transfer nor is either and none of them is aware of any pending events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Transferred Receivables arising in connection with such Additional Accounts or the Interests in Other Floorplan Assets will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur; (v) the Schedule Transferor has delivered to the Owner Trustee, the Indenture Trustee and any Series Enhancer (A) an Opinion of Accounts shall have been amended Counsel with respect to reflect such the Transferred Receivables in the Additional Accounts or the Interests in Other Floorplan Assets substantially in the form of Exhibit C and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date(B) a Tax Opinion with respect to such addition; (vi) GMAC shall have with respect to the sale of Interests in Other Floorplan Assets, the Transferor has delivered to the Purchaser a certificate Issuer written evidence of satisfaction of the Rating Agency Condition; and (vii) the Transferor has delivered to the Owner Trustee, the Indenture Trustee and any Series Enhancers an Authorized Officer Officer’s Certificate confirming, to the best of GMAC confirming such officer’s knowledge, the items satisfaction of each of the conditions set forth in clauses (i) through (vvi) above; (vii) ; the conditions Owner Trustee and the Indenture Trustee may conclusively rely on such Officer’s Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.so relying.

Conditions. GMAC The amendments provided for pursuant to Section I hereof shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) become effective only upon satisfaction of the following conditions precedent: (a) The Agent shall have received each of the following conditions on or prior following, in form and substance satisfactory to the related Addition Date:Agent and its counsel. (i) GMAC shall represent that as This Amendment and amended and restated Revolving Credit Notes executed by the Co-Borrowers in favor of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableBank; (ii) GMAC shall have delivered a certificate of the Secretary of Compare Generiks, Inc. (the "New Guarantor") dated the date of this Amendment, attesting to all corporate action taken by such entity, including resolutions of its Board of Directors authorizing the Purchaser a duly executed written assignment in substantially the form execution, delivery and performance of Exhibit C its Guarantee and the list required each other document to be delivered pursuant to Section 7.02(d)this Agreement, together with certified copies of the certificate or articles of incorporation and the by-laws of the New Guarantor; and, such certificate shall state that the resolutions and corporate documents thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iii) GMAC shall have agreed a certificate of the Secretary of the New Guarantor, dated the Closing Date, certifying the names and true signatures of the officers of such entity authorized to deliver sign the Facility Documents and the other documents to the Purchaser, for deposit in the Collection Account, to the extent required be delivered by the Trust Sale and Servicing such entity under this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) a certificate of a duly authorized officer of each of the Co-Borrowers, dated the date of this Agreement, stating that the representations and warranties in Article 6 are true and correct on such date as though made on and as of the Addition Date, neither GMAC nor the Purchaser such date and that no event has occurred and is insolvent nor shall any continuing which constitutes a Default or Event of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyDefault; (v) a Guarantor Security Agreement duly executed by the Schedule of Accounts shall have been amended to reflect such Additional Accounts New Guarantor, together with (A) fully completed and executed financing statements on Form UCC-1, in proper form for filing duly filed under the Schedule of Accounts as so amended shall be true and correct as Uniform Commercial Code in all jurisdictions necessary or, in the reasonable discretion of the Addition DateAgent, desirable to perfect the security interests to be granted hereunder and under the Guarantor Security Agreement and (B) UCC search results identifying all of the financing statements on file with respect to the New Guarantor in all jurisdictions referred to under clause (A) hereof, indicating that no party claims an interest in any of the Collateral; (vi) GMAC shall have delivered a favorable opinion of counsel for the New Guarantor dated the Closing Date, in form and substance satisfactory to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveAgent and its counsel; (vii) satisfactory evidence that the conditions set forth New Guarantor is duly organized, validly existing and in Section 2.7(b) good standing under the laws of the Trust Sale their respective jurisdictions of incorporation and Servicing Agreement shall have been satisfiedeach other jurisdiction where qualification is necessary; and (viii) GMAC shall have delivered to such other documents, instruments, agreements, approvals, opinions and evidence as the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Agent may reasonably require.

Conditions. GMAC shall be permitted to designate, and The Company agrees that it will not accept any Notes tendered in the Purchaser shall be permitted to accept Exchange Offer until the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions (each a "Condition" and collectively, the "Conditions"): (a) there shall have been validly tendered and not withdrawn not less than 60% in the aggregate principal amount due at maturity of the 2005 Notes outstanding on or prior the date of the expiration of the Exchange Offer (the "Minimum Condition"); (b) the preparation and, as appropriate, the dissemination, in form and substance reasonably satisfactory to the related Addition Date: Required Noteholders, of offering documents necessary to implement the Exchange Offer and the transactions contemplated by the Term Sheet in accordance with the terms of such Term Sheet; (c) the Indenture Amendments shall have become effective in a form substantially similar to that attached to the Term Sheet; (d) the Third Amendment to Senior Credit Agreement shall have become effective in a form substantially similar to that attached to the Term Sheet; (e) the Series C Certificate of Designation in a form substantially similar to that attached to the Term Sheet shall have been filed with the Delaware Secretary of State; (f) a new independent director designated in writing by the Required Noteholders and reasonably acceptable to the existing board of directors of the Company shall have been added to the board of directors of the Company; (g) the Company shall have executed and delivered the New Notes Credit Agreement, the Intercreditor Agreement and the Registration Rights Agreement, each in a form substantially similar to those attached to the attached Term Sheet; (h) the Company shall have executed and delivered the New Notes Security Documents in a form reasonably acceptable to the Required Noteholders; (i) GMAC there shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall not have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaserbeen any action taken, for deposit in the Collection Accountor any statute, to the extent required by the Trust Sale and Servicing Agreementrule, all Collections regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced with respect to the Eligible Receivables arising in such Additional Accounts since Exchange Offer, the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as exchange of 2005 Notes or 2008 Notes for the applicable consideration pursuant to the Exchange Offer, the Consent Solicitation or the Indenture Amendments by or before any court or governmental regulatory or administrative agency or authority, tribunal, which prohibits the making of the Addition DateExchange Offer, neither GMAC nor the Purchaser is insolvent nor Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration or would, directly or indirectly, prohibit, prevent, restrict or materially delay consummation of, or would otherwise adversely affect in any material manner, the Exchange Offer, the Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration; and (j) there shall not have been any Material Adverse Change. The Company may not, without the written consent of the Required Noteholders, waive the Minimum Condition or any of them have been made insolvent the other Conditions. In addition to the Conditions, the Company agrees that it will not accept any Notes tendered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and Noteholders unless the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have Company has delivered to the Purchaser Noteholders a certificate written opinion of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered counsel to the Purchaser an Opinion of Counsel of GMAC substantially Company in the form of Exhibit D.approved by the Required Noteholders.

Conditions. GMAC 2.1 The provisions of this Agreement, other than those arising under Clauses 1, 2, 3, 4.1, 4.2, 16, 17, 19.1 and 21 to 28 (inclusive), shall be permitted to designate, conditional upon all of the following and the Purchaser Clause 4.1 shall be permitted to accept conditional upon paragraphs (A) and (C) and only: (A) the designation of, Additional Accounts, approval of the Demerger Resolution by a majority of RB Shareholders at the general meeting of the RB Shareholders; (B) the Indivior Sponsors’ Agreement not having terminated in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableits terms; (iiC) GMAC shall have delivered to RB having been entered into the Purchaser a duly executed written assignment in substantially register of members of RBP Global as the form holder of Exhibit C and all of the list required to be delivered pursuant to Section 7.02(d)RBP Global Shares; (iiiD) GMAC shall have agreed to deliver to the Purchaser, for deposit in approval of the Collection Account, to payment of the extent required Demerger Dividend by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateRB Board; (ivE) as the UKLA having acknowledged to Indivior or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Addition Date, neither GMAC nor Indivior Shares to the Purchaser is insolvent nor shall any of them have Official List with a premium listing has been made insolvent by such transfer nor is either of them aware approved and (after satisfaction of any pending insolvency; conditions to which such approval is expressed to be subject (vthe “Listing Conditions”)) will become effective as soon as a dealing notice has been issued by the Schedule of Accounts shall have been amended to reflect such Additional Accounts UKLA and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have any Listing Conditions having been satisfied; and (viiiF) GMAC the London Stock Exchange having acknowledged to Indivior or its agent (and such acknowledgement not having been withdrawn) that the Indivior Shares will be admitted to trading on its main market for listed securities. 2.2 Subject to Clause 2.3, RB, Indivior and RBP Global shall use all reasonable endeavours to ensure fulfilment of the Conditions, none of which may be waived by either RB or Indivior. If the Conditions are not satisfied by 8 a.m. on 23 December 2014 (or such other time and/or date as RB and Indivior may agree), this Agreement shall automatically terminate and neither RB nor Indivior shall have delivered any claim of any nature whatsoever against the other under this Agreement (save in respect of any rights and liabilities of RB and Indivior which have accrued prior to termination). 2.3 Each of RB and Indivior undertakes to the Purchaser an Opinion other to disclose anything which will or may prevent any of Counsel the Conditions from being satisfied immediately after it comes to the notice of GMAC substantially that party. 2.4 Each of RB, Indivior and RBP Global respectively will procure, to the extent it is able, that, between the time of this Agreement and Completion, the Indivior Business will be carried on in the form ordinary course subject only to: (A) implementation of Exhibit D.any remaining steps to be undertaken pursuant to the Demerger, this Agreement or the Step Plan, or any further steps required to be taken in consequence of taking such remaining steps; or (B) actions undertaken in the course of implementing operational separation of the Indivior Business from the RB Business in preparation for the Demerger; or (C) any matter undertaken as a requirement of law or applicable regulation or as a requirement of any contract, arrangement or commitment relating to the Indivior Business in place prior to the date of this Agreement; or (D) immediate or prompt steps undertaken to the extent required to prevent (so far as possible) or remedy or limit the consequences of any matter having a material and adverse effect on the ongoing operations of the Indivior Business (which shall be promptly notified by whichever party first becomes aware of such a matter to the other party if reasonably practicable prior to taking such steps (and if not, as soon as reasonably practicable thereafter) and shall consult with and give reasonable consideration to any reasonable corrective or remedial action proposed by the other party in respect of such matter).

Conditions. GMAC shall be permitted 2.1 Subject to designatethe terms of the Mandate Documents, the Underwriter is pleased to offer to underwrite and provide to the Borrower 100% of the Facility. 2.2 The Underwriter’s offer to underwrite the Facility is subject to satisfaction of the following conditions: (a) compliance by the Borrower with all the terms of each Mandate Document in all material respects and the Purchaser shall be permitted to accept the designation of, Additional Accounts, Mandate Documents not having been terminated in accordance with Section 2.03(athe terms thereof; (b) only upon the preparation, execution and delivery of the Facility Agreement (in accordance with the Term Sheet and otherwise in form and substance mutually satisfactory to the Borrower and the Underwriter) by no later than six months after the date of this Letter or any later date agreed between the Borrower and the Mandated Lead Arranger; (c) there being no material adverse changes in the business, financial conditions, or assets of the Borrower and the Target; (d) satisfaction of each all conditions precedent to utilisation set out in the sections headed “Conditions Precedent” and “Further Conditions Precedent” in the Term Sheet; and (e) it not being illegal or unlawful for the Underwriter (or any Affiliate of the following conditions on Underwriter) if the Underwriter were to perform any of its obligations as contemplated under the Mandate Documents or prior to fund, make available or maintain its participation under the related Addition DateFacility. 2.3 If it is or becomes unlawful in any applicable jurisdiction for the Underwriter (or any Affiliate of the Underwriter) to perform any of its obligations as contemplated by the Mandate Documents or to fund, make available or maintain its participation under the Facility, the Mandated Lead Arranger shall: (a) promptly notify the Borrower upon becoming aware of that event; and (b) in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in its underwriting in respect of the Facility not being available including (but not limited to) transferring its rights and obligations under the Mandate Documents to one or more of its Affiliates provided that: (i) GMAC the Borrower shall represent that promptly indemnify the Underwriter for all costs and expenses reasonably and properly incurred by the Underwriter as a result of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed steps taken by it pursuant to the Purchaser on such Addition Date is an Eligible Receivable;this paragraph (b); and (ii) GMAC shall have delivered the Underwriter is not obliged to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchasertake any such steps if, for deposit in the Collection Accountopinion of the Underwriter (acting reasonably), to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect do so might be materially prejudicial to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.it.

Conditions. GMAC shall be permitted The obligation of Buyer to designate, and deliver the Purchaser shall be permitted Purchase Price on the Closing Date is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (ia) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Seller contained in Section 4.01 and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Pledge Agreement shall be true and correct as of the Addition Closing Date;. (vib) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing The Pledge Agreement shall have been satisfied; and (viii) GMAC executed by the parties thereto, and Seller shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially executed UCC-1 financing statements in the form of Exhibit D.B to the Pledge Agreement for filing in the appropriate filing offices in each jurisdiction identified in Parts 4 and 5 of Exhibit C to the Pledge Agreement. (c) Buyer shall have received evidence acceptable to Buyer that any and all consents required to be obtained under any agreement in connection with the execution of this Agreement and the Pledge Agreement and the consummation by Seller of the transactions contemplated hereby and thereby have been obtained and are in full force and effect and the conditions of any such consent have been satisfied. (d) Buyer shall have received evidence acceptable to Buyer that, immediately upon delivery of the Purchase Price, a number of shares of Common Stock equal to the Base Amount shall be delivered to Buyer as Collateral under the Pledge Agreement free and clear from any Liens or Transfer Restrictions. (e) Seller shall have performed all of the covenants and obligations to be performed by Seller hereunder and under the Pledge Agreement on or prior to the Closing Date. (f) Seller shall have delivered to Buyer on or prior to the Closing Date (i) an opinion of Skadden, Arps, Slate, Meagher & Flom ▇▇▇ ▇▇ the ▇▇▇ect set forth in Annex A hereto and (ii) an opinion of Paul, Weiss, Ri▇▇▇▇d, Wharton & Garri▇▇▇ ▇▇ the ▇▇▇▇▇▇ set forth in Annex B hereto.

Conditions. GMAC (a) The consummation of the contribution by each Rollover Shareholder of the Rollover Shares pursuant to Section 2 hereof shall be permitted subject to designatethe satisfaction or (in the case of clauses (i), (ii) and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a(iii)) only upon satisfaction of each waiver by such Rollover Shareholder of the following conditions on or prior to the related Addition Date: conditions: (i) GMAC shall represent that as the delivery to such Rollover Shareholder by Parent of a copy of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Shareholders Agreement duly executed by Parent; (ii) GMAC shall have delivered to that the Purchaser a duly executed written assignment representations and warranties of Parent contained in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct in all material respects as of the Addition Closing Date;; (iii) that Parent shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the issuance of the Parent Issued Securities to which such Rollover Shareholder is entitled under Section 2 concurrently with such contribution; and (v) the consummation of the Merger immediately following such contribution. (vib) GMAC The consummation of the issuance of the Parent Issued Securities by Parent to each Rollover Shareholder pursuant to Section 2 hereof shall have delivered be subject to the Purchaser a certificate satisfaction or (in the case of an Authorized Officer of GMAC confirming the items set forth in clauses (i), (ii) through and (iii)) waiver by Parent of the following conditions: (i) the execution and delivery by each Rollover Shareholder of a copy of the Shareholders Agreement duly executed by such Rollover Shareholder, (ii) that the representations and warranties of such Rollover Shareholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (iii) that such Rollover Shareholder shall have performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the contribution by such Rollover Shareholder of the Rollover Shares to be contributed by it under Section 2 and (v) above;the consummation of the Merger immediately following such issuance of the Parent Issued Securities. (viic) the conditions set forth in Section 2.7(b) The contribution to Merger Sub and cancellation of the Trust Sale and Servicing Agreement Cashed-Out Shares pursuant to Section 3 hereof shall have been satisfied; and (viii) GMAC shall have delivered be subject to the Purchaser an Opinion consummation of Counsel of GMAC substantially in the form of Exhibit D.Merger immediately following such cancellation.

Conditions. GMAC 8.1 The obligation of the Purchaser Parties to complete the purchase of the Purchased Assets in accordance with this Agreement shall be permitted subject to designatethe following condition being satisfied on or before 2 p.m. (Toronto time) on the Condition Date (the “Purchaser’s Conditions”): (a) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor Parties shall have been complied with or performed in all material respects; (b) AGLC shall have provided notice to the Purchaser that it has satisfied AGLC due diligence procedures and is eligible to be granted a Retail Cannabis Licence for the Transferred Premises. For greater certainty, it will not be a Purchaser’s Condition for AGLC to have granted a Retail Cannabis Licence to the Purchaser in respect of any of the Transferred Premises; (c) provided that the Purchaser Parent has made it best efforts in applying for approval, the Purchaser Parent has received the approval from the NEO, if required, to issue Purchaser Parent Shares under and pursuant to the Convertible Note, subject only to customary conditions; and (d) the Retail Management Agreement shall have been executed, provided that the execution of such agreement shall be deemed not to constitute a Purchaser’s Condition with respect to Premises of which Kush Bar is the tenant under the Lease Agreement. For greater certainty, the parties agree that a Closing will occur with respect to the Kush Bar locations notwithstanding that the Retail Management Agreement has been executed. The Purchaser’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Purchaser Parties and the Purchaser Parties may waive any or all of the Purchaser’s Conditions by notice in writing given to the Vendor Parties on or before the Condition Date. In the event that the Purchaser’s Conditions are not satisfied or waived as aforesaid by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be permitted conclusively deemed not to accept have been satisfied. Any waiver of the designation ofPurchaser’s Conditions shall not constitute a waiver or release of the Vendor Parties of any responsibility or liability owed by the Vendor Parties to the Purchaser Parties, Additional Accountspursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. If the Purchaser’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 2.03(a3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder. If the Purchaser’s Condition set forth in Section 8.1(b) only upon satisfaction is not capable of each being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Purchaser Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Purchaser’s Condition set forth in Section 8.1(b), by providing written notice of such extension to the Vendor Parent; provided further that, if such Purchaser’s Condition is still not capable of being satisfied by the extended Condition Date as a result of a new inquiry made by AGLC after the original Condition Date, then the Parties, acting reasonably, shall agree to one further extension of the Condition Date for the sole purpose of satisfying such Purchaser’s Condition. 8.2 The obligations of the Vendor Parties to complete the sale of the Purchased Assets in accordance with this Agreement shall be subject to all of the following conditions being satisfied on or prior to before 2 p.m. (Toronto time) on the related Addition Date:Condition Date (collectively, the “Vendor’s Conditions”): (ia) GMAC the Purchaser Parties shall represent that as have complied with any requests of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and Landlords that each Receivable arising thereunder identified are required as an Eligible Receivable and conveyed conditions to providing the Lease Transfers; (b) AGLC shall have provided notice to the Purchaser on such Addition Date that it has satisfied AGLC due diligence procedures and is an Eligible Receivableeligible to be granted a Retail Cannabis Licence for the Transferred Premises; (iic) GMAC shall have delivered to the Purchaser a duly executed written assignment Parent has received the approval from the NEO to issue the Closing Securities in substantially reliance on the form prospectus exemption contained in Section 2.24 of Exhibit C and NI 45-106 (the list required to be delivered pursuant to Section 7.02(d“Consultant Exemption Exchange Approval”); (iiid) GMAC no Event of Default shall have agreed occurred; and (e) all of the terms, covenants and conditions of this Agreement to deliver to the Purchaser, for deposit in the Collection Account, to the extent required be complied with or performed by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts Parties shall have been amended to reflect such Additional Accounts complied with or performed in all material respects. The Vendor’s Conditions have all been inserted for the sole and exclusive benefit and advantage of the Vendor Parties and the Schedule of Accounts as so amended shall be true and correct as Vendor Parent may waive any or all of the Addition Date; (vi) GMAC shall have delivered Vendor’s Conditions by notice in writing given to the Purchaser Parties on or before the Condition Date. In the event that the Vendor’s Conditions are not satisfied or waived by 2 p.m. (Toronto time) on the Condition Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of the Vendor’s Conditions shall not constitute a certificate waiver or release of an Authorized Officer the Purchaser Parties of GMAC confirming any responsibility or liability owed by the items Purchaser Parties to the Vendor Parent, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. If the Vendor’s Conditions, or any of them, are not satisfied (or are deemed not to have been satisfied) or waived as aforesaid, the Vendor Parent shall forthwith discharge its obligations under Section 3.3 hereof and, thereafter, this Agreement shall terminate and the parties will have no further obligation to each other hereunder. If the Vendor’s Condition set forth in clauses (iSection 8.2(b) through (v) above;is not capable of being satisfied by the Condition Date due to a delay on the part of AGLC, then, notwithstanding any provision of this Agreement, the Vendor Parent shall be entitled to extend the Condition Date by up to 60 days, for the sole purpose of satisfying the Vendor’s Condition set forth in Section 8.2(b), by providing written notice of such extension to the Vendor Parent. (vii) 8.3 The Vendor Parties and the Purchaser Parties agree that this Agreement is a binding agreement notwithstanding the conditions set forth in Section 2.7(bthis Article 8. 8.4 Each party shall (i) make, or cause to be made, all such filings and submissions under all laws applicable to it, as may be required for it to consummate the purchase and sale of the Trust Sale Purchased Assets in accordance with the terms of this Agreement; (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents and Servicing Agreement shall have been satisfiedauthorizations necessary or advisable to be obtained by it in order to consummate such transactions, including using good faith efforts to satisfy the conditions precedent in each such party’s favour on or before the Condition Date; and and (viiiiii) GMAC shall have delivered take, or use its commercially reasonable efforts to cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement. Each party will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing, including providing each other with all notices and information supplied to or filed with any governmental entity, and all notices and correspondence received from any governmental entity.

Conditions. GMAC The Incremental Commitments shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each become effective as of the following conditions on or prior to the related Addition Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Trust Sale Increase Effective Date, except to the extent that such representations and Servicing Agreement warranties specifically refer to an earlier date, in which case they shall have been satisfiedtrue and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.18(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, in the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the Borrowers’ election, to the extent acceptable to the Lenders providing the relevant Incremental Commitments, the only representations and warranties that will be required to be true and correct will be the customary specified representations as agreed to by such Lenders and such of the representation, made by or on behalf of the applicable Target in the acquisition agreement governing such Limited Condition Acquisition as are material to the interest of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representation in the acquisition agreement. (iv) if required by the Lenders, the Borrowers shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05; (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.01 or otherwise reasonably satisfactory to the Administrative Agent; and (viiivi) GMAC (A) upon the reasonable request of any Incremental Lender (as defined below) made at least three (3) days prior to the Increase Effective Date, the Borrowers shall have delivered provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Purchaser an Opinion of Counsel of GMAC substantially Increase Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in the form of Exhibit D.relation to such Loan Party.

Conditions. GMAC (a) Subject to subsection (b), this Fifth Supplemental Indenture shall be permitted to designate, and effective on the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each first date that all of the following conditions on or prior to shall have been satisfied (the related Addition “Effective Date:”): (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Company and that each Receivable arising thereunder identified as an Eligible Receivable the Guarantors having executed and conveyed to delivered the Purchaser on such Addition Date is an Eligible ReceivableSupplemental Indenture; (ii) GMAC an amendment to the Term Loan Agreement, substantially in the form attached hereto as Exhibit B, shall have delivered become effective concurrently with this Fifth Supplemental Indenture; provided, that any conditions to effectiveness or consideration made available to the Purchaser a duly executed written assignment in substantially lenders under the form of Exhibit C and Term Loan Agreement for such amendment shall be made available to the list required Holders as conditions to be delivered pursuant to Section 7.02(d)effectiveness of, or as consideration for, this Supplemental Indenture; (iii) GMAC shall have agreed to deliver the Company having paid in cash or other immediately available funds (A) to the PurchaserTrustee, reimbursement of all outstanding fees and expenses of the Trustee owing under the Indenture as well as other fees owing to the Trustee arising under the Solicitation and (B) the fees and expenses of the financial advisors and counsel to the Holders as provided in Section 2.5 of the June ▇▇▇▇ ▇▇▇▇▇▇ and in Section 1 of the Undertaking made and entered into as of August 11, 2006 by the Company for deposit the benefit of the Holders, in the Collection Accountcase of both (A) and (B), to the extent required by the Trust Sale Company has received invoices for such fees and Servicing Agreementexpenses on or before August 21, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;2006; and (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth specified in Section 2.7(b) of the Trust Sale and Servicing Agreement Indenture which are applicable to this Fifth Supplemental Indenture shall have been satisfied; and. (viiib) GMAC The obligations of the Company under Section 2.1 of this Fifth Supplemental Indenture and the effectiveness of Section 3.1 hereof are conditioned upon the holders of the Redeemable Preferred Shares of CCFC Preferred Holdings, LLC having agreed to an amendment to the Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of October 14, 2005, which corresponds in form and substance to the amendments contained in Section 3.1 of this Fifth Supplemental Indenture (as applicable) or is otherwise satisfactory to the Company in its sole discretion. (c) The effectiveness of Section 3.1 of this Fifth Supplemental Indenture is subject to the satisfaction of the further conditions that (A) an order of the bankruptcy court approving CES’ assumption of the PPA shall have delivered been entered in the Proceeding and become final and non-appealable on or prior to November 13, 2006 and (B) the fees and expenses of the financial advisors and counsel to the Purchaser an Opinion of Counsel of GMAC substantially Holders then due and owing shall have been paid in the form of Exhibit D.full.

Conditions. GMAC shall be permitted 4.1 The Purchaser's obligation to designatepurchase the Sale Shares from the Seller under the terms of this agreement is conditional on: (a) the Anti-monopoly Bureau (AMB) of the Ministry of Commerce (MOFCOM) having cleared the transactions contemplated by this agreement following the submission of a notification by the Purchaser pursuant to and in accordance with clause 5, such clearance having been obtained either as a result of MOFCOM reaching an express decision to that effect or as a result of MOFCOM failing to reach a decision in respect of the notification within the time limits prescribed under Articles 25 and 26 of the Anti-monopoly Law of the PRC (AML) and, in any such case, either (i) unconditionally, or (ii) subject to conditions which do not have a material effect on the Business and the Purchaser shall be permitted to accept Parent's business in the designation ofPRC, Additional Accountstaken as a whole; (b) no governmental action, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on court order or proceeding having been taken at any time prior to the related Addition DateCompletion that: (i) GMAC shall represent that as prohibits the consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;transactions contemplated by this agreement; or (ii) GMAC shall have delivered adversely affects in any material respect the Purchaser's rights to exercise full rights of ownership of the Purchaser a duly executed written assignment in substantially Sale Shares or the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Purchaser' rights under this agreement; (iiic) GMAC shall have agreed to deliver to the PurchaserSeller’s Warranties (i) that are qualified by Material Adverse Effect, for deposit or the Fundamental Warranties in the Collection Account, to the extent required by the Trust Sale paragraphs 1(ii) and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv3(i) as of the Addition Dateschedule headed "Seller's Warranties", neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Datedate of this agreement (except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this agreement or caused by the transactions contemplated hereby; (ii) that are not Fundamental Warranties and are not qualified by Material Adverse Effect shall be true and correct as of the date of this agreement (except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this agreement or caused by the transactions contemplated hereby and except for failures to be true and correct as would not when taken together have a Material Adverse Effect; (iii) that are Fundamental Warranties (save for the Seller's Warranties in paragraphs 1(ii) and 3(i) of the schedule headed "Seller's Warranties") shall be true and correct as of the date of this agreement and as of the Completion Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date)), except to the extent of changes or developments contemplated by the terms of this agreement or caused by the transactions contemplated hereby; (vid) GMAC no Material Adverse Change shall have occurred in relation to the Wider Group as a whole (provided that if the Condition in clause 4.1(a) has been satisfied or waived by the Purchaser prior to the publication of the Company's interim report for the six months ending on 30 June 2011, the Condition set out in this Clause 4.1(d) shall be deemed to have been satisfied); and (e) subject to the SFC granting approval for such resignations to be given in advance of their effective date, there having been obtained and delivered to the Purchaser at Completion resignations of the Seller’s 5 executive Directors and 2 non-executive Directors identified in the schedule headed “The Company”, each expressed to become effective automatically at the earliest time permitted by the Takeovers Code (provided that, if the SFC objects to the resignations being given in advance of their effective date, this Condition shall be deemed to be waived as a certificate Condition and shall automatically become a post-Completion undertaking on the part of an Authorized Officer the Seller to procure at the earliest time permitted by the SFC resignations of GMAC confirming the items Seller’s 5 executive Directors and 2 non-executive Directors identified in the schedule headed “The Company”, each expressed to be and to become effective automatically at the earliest time permitted by the Takeovers Code). 4.2 For the purposes of Condition 4.1(d) and notwithstanding anything to the contrary set forth in clauses this agreement, there shall be deemed to have been a Material Adverse Change in relation to the Wider Group as a whole if: (a) the Company’s Revenue, as set forth in Company’s interim report for the six months ending 30 June 2011 filed with the Stock Exchange pursuant to the Listing Rules and determined in accordance with the Company’s financial and accounting policies, practices and judgments (and as adjusted to exclude: (i) through non-recurring extraordinary or one-time items, adjustments or accruals; (vii) above; adjustments arising as a result of or in connection with this agreement and the Completion hereunder and the transactions contemplated hereby; and (viiiii) payments, transaction fees and expenses, reserves, accruals, adjustments, transactions or circumstances arising as a result of or in connection with this agreement and the conditions set forth in Section 2.7(b) of Completion hereunder and the Trust Sale and Servicing Agreement shall have been satisfiedtransactions contemplated hereby), is less than RMB870,000,000; and (viiib) GMAC shall have delivered the Company’s EBITDA, as adjusted, as set forth in the Company’s interim report for the six months ending 30 June 2011 filed with the Stock Exchange pursuant to the Listing Rules and determined in accordance with the Company’s financial and accounting policies, practices and judgments (and as further adjusted (without duplication) to exclude: (i) non-recurring extraordinary or one-time items, adjustments or accruals; (ii) adjustments arising as a result of or in connection with this agreement and the Completion hereunder and the transactions contemplated hereby; and (iii) payments, transaction fees and expenses, reserves, accruals, adjustments, transactions or circumstances arising as a result of or in connection with this agreement and the Completion hereunder and the transactions contemplated hereby), is less than RMB270,000,000, provided that the foregoing is intended to provide a downside condition and related protection for the Purchaser an Opinion hereunder, and is not a projection or forecast made, adopted or confirmed by the Seller or the Company. 4.3 Subject to clause 5, the Seller shall use its reasonable commercial efforts to ensure (so far as it is able to do so) that all the Conditions are and (where applicable) remain satisfied. 4.4 This agreement may be terminated at any time: (a) by the Purchaser if the Condition set forth in clause 4.1(d) is not satisfied, provided that the Purchaser may only exercise its right to terminate in these circumstances if it notifies the Seller of Counsel its intent to do so within 5 Business Days after the date of GMAC substantially publication of the Company's interim report for the six months ending 30 June 2011 and exercises its right to terminate prior to the earlier of (i) 5 Business Days after receipt of written confirmation from the Seller that the Seller will not object to the exercise by the Purchaser of its termination right; and (ii) the Termination Date, and if the Purchaser does not notify its intent to terminate by the relevant date or, having done so, fails to exercise its right to terminate by the deadlines referred to above, it shall thereupon be deemed to have waived the Condition set forth in clause 4.1(d); (b) by either the Purchaser or the Seller if any of the Conditions shall not have been satisfied (and, where applicable, remain satisfied) or waived by the Purchaser on 11 March 2012 (the Termination Date); (c) by the Purchaser, if AMB cleared the transactions contemplated by this agreement subject to conditions, which have a material effect on the Business and the Purchaser Parent's business in the form PRC, taken as a whole, provided that if the Purchaser fails to exercise its right to terminate this agreement pursuant to this clause 4.4(c) by written notification to the Seller within 5 Business Days of Exhibit D.such conditional clearance, the Purchaser shall thereupon be deemed to have waived the Condition set forth in clause 4.1(a) and its right to terminate this agreement under this clause 4.4(b); (d) by the Seller, if the Purchaser or the Purchaser Parent has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this agreement, which breach or failure to perform (i) would give rise to a failure of any of the Conditions, and (ii) has not been or is incapable of being cured by the Purchaser or the Purchaser Parent within 20 Business Days after its receipt of written notice thereof from the Seller, and the relevant Condition is not waived by the Purchaser; and (e) by the Purchaser, if the Seller has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this agreement, which breach or failure to perform (i) would give rise to a failure of any of the Conditions, and (ii) has not been or is incapable of being cured by the Seller within 20 Business Days after its receipt of written notice thereof from the Purchaser. 4.5 Notwithstanding anything else contained in this agreement, the right to terminate this agreement under clause 4.4 shall not be available to any party (a) that is in material breach of its obligations under this agreement; or (b) whose failure to fulfil its obligations or to comply with its covenants under this agreement has been the cause of, or resulted in, the failure to satisfy any condition to the obligations of either party hereunder. 4.6 The Purchaser may, in its sole and absolute discretion, by written notice to the Seller, waive any or all of the Conditions in whole or in part. 4.7 In the event of termination of this agreement by either the Purchaser or the Seller as provided in clause 4.4, this agreement will forthwith have no further force or effect, without any liability or obligation (other than as set forth in this clause 4.7) on the part of the Purchaser, the Purchaser Parent or the Seller; provided that the provisions of this clause 4.7 and clauses 15, 19, 20, 21 and 22 will survive the termination of this agreement and provided further that nothing in this clause 4.7 shall relieve any party of any liability for any breach by such party of this agreement prior to termination. 4.8 This agreement supersedes all previous drafts of this agreement exchanged by the parties. For the avoidance of doubt, any conditions(s) relating to the purchase of Shares other than the Sale Shares (and not expressly included in this agreement) shall not apply.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, 2.1 The obligations of KB under this Agreement are in accordance with Section 2.03(aall respects conditional on: (A) only upon satisfaction of each of the following conditions on or prior precedent to which the Subscription Agreement is subject, excluding any condition relating to this Agreement becoming unconditional; (B) without limitation to the related Addition Dategenerality of paragraph (A) above, the Facilities Agreement, the Bank Deed, the Baker Service Agreement and the Service Agreements becoming ▇▇▇▇▇ditional in all respects except: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed for any condition relating to the Purchaser on such Addition Date is an Eligible Receivable;this Agreement becoming unconditional; and (ii) GMAC shall have delivered to for receipt by National Westminster Bank plc of the Purchaser a duly executed written assignment Transaction Proceeds and for repayment of all Indebtedness outstanding in substantially respect of the form of Exhibit C and Bridging Facility (in each case as defined by the list required to be delivered pursuant to Section 7.02(dFacilities Agreement); (iiiC) GMAC shall have agreed receipt from NM Rothschild & Sons Limited of a letter confirming that the Subscription Amount is held by them, or to deliver their order, in escrow and that release and payment of the whole of such sum to the Purchaser, for deposit Company in accordance with the Collection Account, Subscription Agreement is subject only to satisfaction of the extent required conditions precedent to such payment provided by the Trust Sale and Servicing Subscription Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (ivD) as delivery by the Company to KB with effect immediately prior to Admission of a certificate, signed for and on behalf of the Addition DateCompany by a Director, neither GMAC nor in the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyform set out as Schedule 2; (vE) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as none of the Addition DateTransaction Documents having been terminated; (viF) GMAC shall have delivered no variation or waiver or agreement not to exercise its rights under any Transaction Document having been granted or agreed by the Purchaser a certificate Company without the prior written consent of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedKB; and (viiiG) GMAC the Resolutions having been passed without amendment (except as previously agreed in writing by KB); in each case by 4th September, 1998 (or such later time as KB may agree with the Company). 2.2 If any of the Conditions is not fulfilled or shall have delivered become incapable of being fulfilled on or by 4th September, 1998 or such later date as KB and the Company may agree, the Company shall forthwith make an announcement to the Purchaser an Opinion London Stock Exchange to that effect in a form agreed by KB and the remaining obligations of Counsel each of GMAC substantially the parties under this Agreement shall terminate, other than to the extent provided in Clause 10. 2.3 The Company shall use all reasonable endeavours to procure that each of the form of Exhibit D.Conditions is satisfied by 4th September, 1998.

Conditions. GMAC shall be permitted NovaCal shall, unless otherwise agreed by the Parties, only have the right to designate, and the Purchaser shall be permitted grant such appointments pursuant to accept the designation of, Additional Accounts, in accordance with this Section 2.03(a) only upon satisfaction of each 5.4.2 if all of the following conditions on or prior to the related Addition Dateare satisfied: (i) GMAC Any such appointment of a Co-Marketing Partner shall represent be pursuant to a written agreement that as is consistent with the terms hereof, and NovaCal shall be responsible for the compliance of such Co-Marketing Partner with the related Additional Cut-Off Date each applicable terms of such Additional Account is an Eligible Account agreement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableof this Agreement; (ii) GMAC shall Each Co-Marketing Partner will have delivered the right to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Commercialize Licensed Products under its own and the list required to be delivered pursuant to Section 7.02(d)NovaCal’s trademarks and logos but not Alcon’s trademarks and logos; (iii) GMAC Each such Co-Marketing Partner shall have agreed the right to deliver to the Purchaser, (A) use or cross-reference Alcon’s Regulatory Filings for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising such Licensed Products in such Additional Accounts since the Additional Cut-Off Date within two Business Days territory and (B) launch such Licensed Products simultaneously with or after Alcon’s launch of such Addition DateLicensed Products in such territory; (iv) as Alcon shall supply such Co-Marketing Partners’ requirements of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyformulated and packaged (but not labeled) Licensed Product in accordance with Section 6.1.3; (v) the Schedule of Accounts Each such Co-Marketing Partner (or NovaCal on its behalf) shall have been amended reimburse Alcon for Alcon’s development expenses applicable to reflect such Additional Accounts Underserved Market and the Schedule of Accounts pay Alcon a royalty for so long as so amended royalties are due to NovaCal for such Licensed Product under Section 8.4.5 and on terms and conditions substantially identical to those in Sections 8.4.6 – 8.10 (mutatis mutandis), and such royalty rate shall be true and correct as [***]of the Addition Date;such Co-Marketing Partners’ Net Sales of Licensed Product. (vi) GMAC NovaCal’s co-marketing agreement with such Co-Marketing Partner will (A) not allow such Co-Marketing Partner to perform Development with respect to any Licensed Product, except as overseen by the Coordination Committee and approved by Alcon (which approval shall have delivered not be unreasonably withheld, conditioned or delayed); and (B) ensure consistency and coordination of its marketing efforts and messages with respect to Licensed Products with that of Alcon (or its allowed designee) in the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveapplicable territory; (vii) the conditions set forth in Section 2.7(b) The Co-Promotion Partner shall be subject to approval by Alcon, with such approval not to be unreasonably conditioned or delayed and may only be withheld if Alcon reasonably believes that NovaCal’s appointment of such Third Party is likely to put Alcon at a material commercial disadvantage with respect to other potential Co-Promotion Partners and provides NovaCal with reasonable written explanation of the Trust Sale and Servicing Agreement shall have been satisfiedbasis for such belief within thirty (30) days of NovaCal notifying Alcon that it is contemplating such Third Party as a Co-Promotion Partner under this Section 5.4.2; and (viii) GMAC NovaCal shall have delivered notify Alcon in advance of NovaCal’s intent to appoint any such Co-Marketing Partner and afford Alcon [***] to agree in writing to commit sufficient sales and marketing resources within the Purchaser applicable territory so that it would no longer qualify as an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Underserved Market.

Conditions. GMAC This Option Agreement is subject in all respects to the Corporation’s Amended and Restated Employee Long-Term Incentive Plan, which is incorporated herein by reference. The Optionee acknowledges that he has read the terms of the Amended and Restated Long-Term Employee Incentive Plan and that those terms shall govern in the event of any conflict between them and those of this Option Agreement. Subject to the foregoing, except for the provisions of Section 4(d) of this Option Agreement, the terms of the Employment Agreement dated as of July 31, 2006 between the Corporation and the Optionee (the “Employment Agreement”) shall govern in the event of any conflict between them and the terms of this Option Agreement. Capitalized terms not defined herein have the meaning set forth in the Employment Agreement. In consideration of the grant of the option provided pursuant to this Option Agreement and by accepting the terms of this Agreement, the Optionee agrees that all options granted to the Optionee by the Corporation prior to the date hereof (the “Prior Options”) shall be permitted subject to designateforfeiture pursuant to paragraph 4(h) of this Option Agreement (for false attestation under the Executive Share Ownership Guidelines of the Corporation (the “ Minimum Share Ownership Policy”)), the Shares obtained on exercise of such Prior Options after the date hereof shall be subject to the Minimum Share Ownership Policy pursuant to paragraph 5(b) of this Option Agreement and the Purchaser shall be permitted to accept terms of paragraphs 4(h) and 5(b) hereof are made a part of the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction terms of each of the following conditions on or prior Prior Options. This Option Agreement shall become effective only after the Optionee has executed and returned to the related Addition Date: Executive Compensation Department (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; attention of ▇▇▇▇ ▇▇▇▇▇ (ii1290 Wall Street West – ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇) GMAC a signed copy of this Option Agreement and shall have delivered be revoked if not executed and returned to the Purchaser a duly executed written assignment in substantially the form ▇▇▇▇ ▇▇▇▇▇ within thirty (30) days of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required receipt by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Optionee..

Conditions. GMAC shall be permitted 3.1 Support. Without limiting the discretionary nature of the General Support Facility, the obligation of EDC to designate, and make any Support available at any time is subject to the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions: (a) the fact that, immediately before and after the provision of such Support, no Default shall have occurred and be continuing; (b) the fact that, immediately after the provision of such Support, the aggregate outstanding exposure of EDC under the relevant Facility, at the Applicable Exchange Rate will not exceed the maximum aggregate Support for such Facility; (c) in the case of the General Support Facility, receipt from the Principal of a written request for Support; (d) in the case of the provision of Support under the General Support Facility, unless otherwise agreed by EDC, the fact that the representations and warranties of the Principal contained in this Agreement shall be true on and as of the date of the provision of any such Support regardless of when they are expressed to be made; (e) EDC shall have approved any documentation in respect of which such Support is to be given and shall be satisfied that the terms and conditions thereof are acceptable to it; (f) no call shall have been made on any Instrument issued on behalf of the Principal or prior any Subsidiary, whether or not such Instrument is subject to this Agreement, which, together with any other calls for performance on any such Instruments after February 14, 2003, aggregates in excess of US$100,000,000; (g) until the Trigger Date, the NNL Corporate Family Rating or the NNL Corporate Credit Rating with respect to senior secured long-term debt of the Principal shall not have ceased to exist or shall not have been downgraded to less than “B3” or to less than “B minus”, respectively, and, after the Trigger Date, the NNL Corporate Family Rating or the NNL Corporate Credit Rating with respect to senior unsecured long-term debt of the Principal shall not have ceased to exist or shall not be rated at less than “B3” or “B minus”, respectively; provided, however, that if at any time after the Trigger Date the provisions of Section 5.8 hereof have resulted in the Facilities and all obligations (whether absolute or contingent) to EDC being secured, the tests in this clause (g) with respect to the related Addition Date:ratings for senior secured long-term debt shall again apply; (h) no event shall have occurred and be continuing or circumstance shall be existing that could reasonably be expected to have a Material Adverse Effect; and (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC no development shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC occurred, or prior development, fact or circumstance shall have agreed to deliver to the Purchaserbeen disclosed, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to any action, suit or proceeding by or before any arbitrator or Governmental Entity against or affecting the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall Principal or any of them have been made insolvent by such transfer nor is either of them aware its Material Subsidiaries, or a material part of any pending insolvency; (v) of their respective assets which could reasonably be expected to result in a Material Adverse Effect. At the Schedule time of Accounts shall have been amended to reflect such Additional Accounts and each provision of Support hereunder, the Schedule of Accounts as so amended Principal shall be true deemed to have represented and correct warranted hereunder as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth facts specified in clauses (a), (h) and (i) through of this Section and at the time of each provision of Support under the General Support Facility, the Principal shall be deemed also to have made the representations and warranties specified in clause (v) above; (vii) the conditions set forth in Section 2.7(bd) of this Section, in each case, it being understood that a certificate from an officer of the Trust Sale and Servicing Agreement Principal to such effect shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.not be required.

Conditions. GMAC The increased or new Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableconditions set forth in Section 4.02 shall be satisfied; (ii) GMAC no Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Increase Effective Date; (iii) GMAC shall have agreed to deliver after giving pro forma effect to the Purchaserborrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, for deposit the Borrowers shall, as of such date, be in compliance with the Collection Accountcovenant set forth in Section 6.10, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cutapplicable; 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-Off Date within two Business Days after such Addition Date;CHISR01A - MSW (iv) as the Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyRevolving Loans pursuant to Section 2.23(d); (v) the Schedule of Accounts Borrowers shall have been amended deliver or cause to reflect be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Datetransaction; (vi) GMAC any such increase, and the incurrence of Indebtedness pursuant thereto, shall have delivered to be permitted by the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveIntercreditor Agreement; (vii) if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to each Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender and each Issuing Bank), duly executed and delivered by the conditions set forth Borrowers, together with such other documentation as each Agent shall reasonably request, in Section 2.7(b) order to enable each Agent, the Lenders, and the Issuing Banks to comply with any of the Trust Sale and Servicing Agreement shall have been satisfiedrequirements under Regulation T, Regulation U or Regulation X; and (viii) GMAC any such increase shall have delivered be permitted under the Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the Purchaser an Opinion obligation of Counsel any Loan Party or any of GMAC substantially its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the form of Exhibit D.Intercreditor Agreement).

Conditions. GMAC (a) The obligation of the Investor hereunder to purchase the Sixth 2011 Convertible Debenture is subject to the Investor having received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; provided that this condition is for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion. (b) The purchase by the Investor of the Seventh 2011 Convertible Debenture at the Seventh 2011 Closing and the Eighth 2011 Convertible Debenture at the Eighth 2011 Closing shall be permitted to designate, in the Investor’s sole discretion and the Purchaser shall be permitted to accept the designation ofsubject to, Additional Accountsamong other things, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC The Common Stock shall represent that as be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Convertible Debentures shall be approved for listing or trading on the Purchaser on such Addition Date is an Eligible Receivable;Primary Market. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C The representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as warranties of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality, in which case, such representations and warranties shall be true and correct without further qualification) as of the Addition Date;date when made and as of the Seventh 2011 Closing and Eighth 2011 Closing as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Seventh 2011 Closing and the Eighth 2011 Closing. (viiii) GMAC The Company shall have executed and delivered to the Purchaser Investor the Seventh 2011 Convertible Debenture and the Eighth 2011 Convertible Debenture. (iv) The Company shall have certified, in a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) executed by two officers of the Trust Sale Company and Servicing Agreement shall dated as of the Seventh 2011 Closing and the Eighth 2011 Closing, that all conditions to the Seventh 2011 Closing or Eighth 2011 Closing have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC 3.1 The obligations of the Sellers and the Purchaser to complete the sale and purchase of the Shares and the Business (including the Business Assets) are in all respects conditional on the satisfaction (or waiver, if permitted, as the case may be) of those matters set out in Schedule 2 (Conditions). 3.2 The Parties shall use all reasonable endeavours to procure the fulfilment of the Conditions as soon as possible, and in any event before the Long Stop Date. 3.3 The Purchaser and the Sellers shall submit or have submitted to the Regulatory Authority the premerger notification and report form filing under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended as soon as reasonably possible following the date of this Agreement and in any event within five (5) Business Days of the date of this Agreement. 3.4 The Sellers and the Purchaser agree that the Sellers and the Purchaser shall cooperate with each other and the Regulatory Authority, to the extent necessary and on a confidential basis, and provide all necessary information (including a so-called “US Request for Additional Information and Documentary Material” or “Second Request”) and assistance reasonably required by the other or by the Regulatory Authority as soon as reasonably practical upon being requested to do so, provided that Sellers and Purchaser may restrict their information to the Sellers’ Solicitors or Purchaser’s Solicitors respectively on a strictly confidential basis (“Cooperation”); provided further, Purchaser and Sellers shall have an equal obligation to provide such Cooperation in response to any inquiry from any other Governmental Authority in connection with the transactions that are contemplated by this Agreement. 3.5 The Purchaser shall: (a) allow the Sellers the opportunity to participate in any call or meeting with the Regulatory Authority, promptly inform the Sellers of the content of any meeting, material conversation and any other communication which takes place between the Purchaser (or its agents, representatives or advisers) and the Regulatory Authority in which the Sellers did not participate and provide copies or, in the case of non-written communications, a written summary, to the Sellers or the Sellers’ Solicitors; (b) procure that the Sellers are given a reasonable opportunity to review and provide reasonable comments on drafts of all notifications, filings and submissions before they are submitted to the Regulatory Authority and provide the Sellers with final copies of all such notifications, filings and submissions (it being acknowledged that certain such drafts and/or documents may be shared with the Sellers’ Solicitors only on a confidential basis) and take account of any reasonable comments; provided further and notwithstanding anything to the contrary in this Agreement, the Purchaser shall have sole control of the substantive communications with the Regulatory Authority and any other applicable competition or antitrust Governmental Authority and all strategic decisions relating to the Condition in Paragraphs 1, 2 and 3 of Schedule 2 (Conditions) (the “Regulatory Conditions”); (c) have an obligation to oppose any administrative or judicial action or proceeding instituted (or threatened to be instituted) by the Regulatory Authority challenging the transactions contemplated by this Agreement solely in connection with the Regulatory Conditions until the Long Stop Date; and (d) use its best endeavours to avoid any declaration of incompleteness by the Regulatory Authority or any other suspension of the periods for clearance. 3.6 The Purchaser shall not, without the prior written consent of the Sellers (not to be unreasonably withheld) withdraw any notification, filing or submission made to the Regulatory Authority. 3.7 Notwithstanding the foregoing, [***], then the Purchaser may terminate this Agreement by notice in writing to the Sellers, subject to the Purchaser paying to the Sellers a one-time reverse break-up fee equal to [***] (the “Break Fee”) (less any reasonable and documented third party fees, costs and expenses incurred by the Purchaser or any other member of the Purchaser’s Group in connection with the negotiation, preparation and performance of this Agreement and the other Transaction Documents up to a maximum amount of [***] (the “Break Fee Deduction”), provided that no Break Fee Deduction will be payable where [***] The payment of the Break Fee, less the Break Fee Deduction, if applicable, shall be permitted exclusive remedy of the Sellers for the matters set forth in this Clause 3.7. 3.8 The Sellers undertake to designatenotify the Purchaser in writing, and the Purchaser undertakes to notify the Sellers in writing, of anything which will or may prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly after it comes to its attention. 3.9 Each Party undertakes to notify the other Parties as soon as possible on becoming aware that any of the Conditions has been satisfied and in any event within [***] of such satisfaction. 3.10 If any of the Conditions is not fulfilled or waived on or before the Long Stop Date, the Parties shall be permitted entitled to accept treat this Agreement as terminated subject to, and on the designation ofbasis set out in, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Clause 21.2.

Conditions. GMAC shall be permitted Unless otherwise agreed to designate, by all of the Investors and the Purchaser shall be permitted to accept the designation ofGP, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each an Approved Sale must satisfy all of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableApproved Sale must be solely for cash consideration; (ii) GMAC no purchaser may be an Affiliate or Related Party of any Investor unless consent thereto is given by GP, which consent shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to not be delivered pursuant to Section 7.02(d)unreasonably withheld; (iii) GMAC upon the consummation of the Approved Sale, the aggregate net proceeds from the Approved Sale (x) if the Approved Sale is a sale of substantially all of the assets of the Company, shall have agreed be distributed to deliver to and among the PurchaserPartners and the Members in accordance with the provisions of Section 6.4(c) of the Partnership Agreement and Section 15.02 of the Limited Liability Company Agreement and (y) if the Approved Sale is a sale of all of the Partnership Interests and Member Interests, for deposit shall be apportioned among the Partners and the Members, in the Collection Accountsame amounts as if the full amount of such net proceeds are to be distributed to and among the Partners and the Members, to in accordance with the extent required by provisions of Section 6.4(c) of the Trust Sale Partnership Agreement and Servicing Agreement, all Collections with respect to Section 15.02 of the Eligible Receivables arising in such Additional Accounts since Limited Liability Company Agreement (and assuming the Additional Cut-Off Date within two Business Days after such Addition Dateprior satisfaction of the debts and obligations of the Company and GP); (iv) as of No party shall receive direct remuneration from the Addition Datepurchaser in an Approved Sale other than the net proceeds to be apportioned among the parties in accordance with Section 3(b)(iii), neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;including but not limited to remuneration for non-competition provisions or other similar arrangements. (v) All expenses of the Schedule Approved Sale (other than the fees and expenses of Accounts any counsel or other advisors retained by the Investors, which fees and expenses shall have been amended to reflect such Additional Accounts be paid by the Investors, but including any investment banking firm fees and the Schedule fees of Accounts as so amended any counsel retained by the Conflicts Committee in finding and negotiating Qualifying Offers) shall be true paid by the Company and correct as of shall reduce the Addition Date;net proceeds distributable pursuant to Section 3(b)(iii); and (vi) GMAC In the event that the parties are required to make any covenants, representations or indemnities in connection with the Approved Sale, then, (A) each party shall have delivered severally (and not jointly) make the Fundamental Warranties solely with respect to such party, and (B) other than with respect to the Purchaser Fundamental Warranties, the obligations and liabilities of the Partners and Members participating in the Approved Sale shall first be limited solely to any escrow fund that may be established in connection with such transaction (with the escrow funded solely from the purchase price proceeds and which escrow fund shall not be in an amount greater than 10% of the aggregate purchase price paid by the purchaser(s) in such transaction), and second, if and only if the escrow fund is for 10% of the aggregate purchase price, any obligations and liabilities of the Partners and Members participating in the Approved Sale (other than any claims for fraud, willful misconduct or bad faith by a certificate Partner or Member, which shall be the responsibility of such Partner or Member) shall be borne solely by QRC. The escrowed funds shall be released no later than one (1) year following the closing of the Approved Sale, provided, however, that to the extent there are pending claims or demands relating to any breach, misrepresentation or indemnity against the escrow fund, an amount of the escrowed funds equal to such aggregate claims or demands will be retained until such claims and demands are finally resolved. Upon distribution of the escrowed funds (or any part thereof), each Partner and Member shall receive their “pro rata share” of the distributed funds. As used in this Section 3, a party’s “pro rata share” shall mean the ratio of (A) the total consideration to be received by such party in or as a result of an Authorized Officer of GMAC confirming the items set forth in clauses Approved Sale, to (i) through (v) above; (viiB) the conditions set forth in Section 2.7(b) total consideration to be received by all Partners and Members as a result of such Approved Sale (including upon dissolution of the Trust Sale Company and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser GP following an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Approved Sale).

Conditions. GMAC (a) The Respondents shall be permitted complete the following actions to designate, and comply with the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each Order section of the following conditions on or prior to the related Addition DateNOV: (i) GMAC shall represent that By 31 May 2016, plant a line of trees along the yellow line as shown on the attached sketch, which is attached hereto and incorporated herein as Attachment A. The yellow line is about 90 feet from the southern side of the related Additional Cut-Off Date each such Additional Account is an Eligible Account dwelling on the Property. The trees shall be planted between the locations marked on Attachment A as "A" and that each Receivable arising thereunder identified as an Eligible Receivable "B". The specific location of the trees shall be determined by the Respondent and conveyed to the Purchaser RIDEM in the field. The trees shall be 10 feet on such Addition Date is an Eligible Receivable;center and be 4 feet tall after planting. Tree species shall include one or more of the following selections: White pine, Pinus Strobus Red cedar Juniperus virginiana Colorado blue spruce, Picea pungens Norway spruce, Picea abies (ii) GMAC The areas south and east of the yellow line as shown on Attachment A shall have delivered be allowed to revegetate to a natural wild condition. No clearing, mowing, cutting, trimming or other alterations are authorized in any wetland area on the Purchaser Property south and east of the yellow line without first obtaining a duly executed written assignment in substantially valid permit from the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);RIDEM. (iii) GMAC If any or all of the required plantings fail to survive at least 1 year from the time planting has been verified by the RIDEM, the same plant species shall have agreed be replanted and maintained until such time that survival occurs for at least 1 year. (b) The Respondents are hereby authorized to deliver maintain the area between the blue line as shown on Attachment A and the yellow line as shown on Attachment A in a cleared condition. No structures shall be placed in this area and no other work is allowed in this area without first obtaining a valid permit from the RIDEM. (c) Penalty – The Respondents shall pay to the Purchaser, for deposit RIDEM $2,500 in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;administrative penalties assessed as follows: (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;Upon execution of this Agreement by the Respondents, the Respondents shall pay to the RIDEM $2,500. (viiii) Penalties that the conditions set forth Respondents agree to pay in Section 2.7(b) this Agreement are penalties payable to and for the benefit of the Trust Sale State of Rhode Island and Servicing Agreement shall have been satisfied; andare not compensation for actual pecuniary loss. (viiiiii) GMAC All penalty payments shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially be in the form of Exhibit D.a certified check, cashiers check, or money order, payable to the R.

Conditions. GMAC shall be The Transferor is permitted to designatetransfer to the Issuer the Receivables and all Related Security related thereto arising in connection with any Additional Accounts designated by the Transferor pursuant to Section 2.06(a), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a(b) or (c) only upon satisfaction of each of the following conditions on or prior to before the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date Transferor (or the Servicer on its behalf) has provided the Owner Trustee, the Indenture Trustee and each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Rating Agency with a timely Addition Date is an Eligible ReceivableNotice; (ii) GMAC shall have the Transferor has delivered to the Purchaser Owner Trustee a duly executed written assignment (including an acceptance by the Issuer and the Servicer) in substantially the form of Exhibit C and A (the list required to be delivered pursuant to "Assignment"), along with the applicable Additional Account Schedule in accordance with Section 7.02(d2.01(d)(iii); (iii) GMAC shall have agreed to deliver the Transferor has delivered to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, Servicer all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) the Transferor has represented and warranted that: (A) each such Additional Account is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Noteholders or any Series Enhancers were used in selecting such Additional Accounts; (C) the Additional Account Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Additional Cut-Off Date; (D) as of each of the Notice Date and the Addition Date, neither GMAC nor none of the Purchaser Seller, the Transferor or the Servicer is insolvent nor shall any of them have been or will be made insolvent by such the transfer nor is either and none of them is aware of any pending events or circumstances that could reasonably be expected to lead to its insolvency; and (E) the addition of the Receivables arising in connection with such Additional Accounts will not, in the reasonable belief of the Transferor, cause an Early Amortization Event to occur; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have Transferor has delivered to the Purchaser a certificate Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of an Authorized Officer such officer's knowledge, the satisfaction of GMAC confirming each of the items conditions set forth in clauses (i) through (viv) above. Each of the Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in so relying; (vi) the Transferor has delivered, not less than quarterly, to the Owner Trustee, the Indenture Trustee and any Series Enhancers, an Opinion of Counsel confirming the validity and perfection of the transfer of Accounts included as Additional Accounts; and (vii) if any Additional Account has been acquired by NMAC from a third party, the conditions set forth in Section 2.7(b) Rating Agency Condition with respect to the inclusion of the Trust Sale and Servicing Agreement shall have such Additional Account has been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC shall be permitted The obligation of Softbank to designate, and make the Purchaser shall be permitted Loan is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction fulfillment by OptiMark of each all of the following conditions conditions: (a) Execution and delivery by OptiMark or its Subsidiaries, as applicable, of this Loan Agreement, Notes, Security Agreement, UCC's, Guarantees and all other executed Related Documents. (b) The representations and warranties contained in Article 6 hereof and in each Related Document shall be correct and accurate in all material respects on and as of Closing as though made on and as of such date and no Event of Default and no condition or event which, with the giving of notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing on Closing and Softbank shall have received a certificate in the form set forth on Exhibit B attached hereto and signed by the Chief Executive Officer of OptiMark, dated as of the Closing Date, to that effect. (c) OptiMark shall have complied in all material respects with all covenants and obligations to be performed or observed by it at or prior to such time, including but not limited to those set forth in the related Addition Date:Existing Loan Agreements; and shall not be in breach of any of the Existing Loan Agreements or the agreements referred to in each of such Existing Loan Agreements as the "Related Documents." (id) GMAC OptiMark shall represent that as have obtained all consents of third parties, including, without limitation, any Governmental Body, required in connection with the execution and delivery of this Loan Agreement and the Related Documents and consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account transactions contemplated hereby and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;thereby. (iie) GMAC Softbank shall have delivered to received a favorable written opinion of outside counsel for OptiMark, dated the Purchaser a duly executed written assignment Closing Date, in substantially the form of Exhibit C and a favorable written opinion of in-house counsel for OptiMark, dated the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Closing Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.C-1. (f) Softbank shall have received copies of all corporate action taken by OptiMark and its Subsidiaries to authorize this Loan Agreement, the Related Documents, the borrowings hereunder and the Notes, certified as of the Closing Date by the Secretary of OptiMark. (g) Softbank shall have received (i) acknowledgement copies of Financing Statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees, (ii) acknowledgement copies of recordings in the U.S. Patent and Trademark Office of notices in respect of patents, patent applications, trademark registrations and trademark applications of OptiMark and/or the Subsidiaries created by the Security Agreement or the Guarantees if, in the opinion of Softbank, such filings should be made and (iii) evidence of the completion of all other recordings and filings and such other actions necessary or, in the opinion of Softbank, advisable to perfect the Liens created by the Security Agreement and the Guarantees. (h) There shall not be pending or threatened any action or proceeding before any court or administrative agency relating to the transactions contemplated by this Loan Agreement, the Existing Loan Agreements or the Related Documents which could reasonably be expected to materially impair the ability of OptiMark to perform its obligations under this Loan Agreement or under the Related Documents or which could reasonably be expected to materially impair the ability of OptiMark to issue the Series F Preferred Stock or materially adversely affect the rights of the Series F Preferred Stock. (i) Except as described in OptiMark's Quarterly Report on Form 10-Q dated November 14, 2001 (the "10-Q"), OptiMark's Annual Report on Form 10-K on file with the SEC as of the Effective Date (the "10-K"), or otherwise described on Exhibit 5.1(i) of this Loan Agreement, since September 30, 2001, there has been no event, occurrence, change, development or state of affairs that had or will have a Material Adverse Effect. (j) Softbank shall have received such other documents as Softbank may reasonably request.

Conditions. GMAC A. In addition to all other applicable rights and remedies in the circumstances, Purchaser's and Seller's respective obligations to consummate the transactions described herein shall be permitted subject to designatethe representations, warranties of the other party set forth in this Agreement being true and correct in all material respects on and as of the Closing in the same manner and with the same effect as though such representations, warranties and covenants had been made on and as of the Closing, and the Purchaser other party shall be permitted to accept the designation of, Additional Accountshave performed and observed, in accordance with Section 2.03(aall material respects, all covenants and agreements to be performed and observed by such other party under this Agreement. B. Purchaser's and Seller's obligations to close under this Agreement are subject to and conditioned upon receipt of a written statement (the "GROUND LESSOR CONSENT AND WAIVER") only upon satisfaction signed by the Ground Lessor, in the form attached hereto as Exhibit _H, whereby the Ground Lessor (a) consents to the assignment of each Seller's interest in the Ground Lease to Purchaser pursuant to Article XII of the following conditions on or Ground Lease, if such consent is required, (b) waives the right of Ground Lessor to purchase the Improved Real Estate under Article XVII of the Ground Lease, and (c) certifies to the matters set forth therein. Seller shall use reasonable efforts to obtain the Ground Lessor Consent and Waiver. Purchaser agrees to cooperate with Seller in the provision of such information as may be reasonably requested by the Ground Lessor by reason of Seller's request. Notwithstanding anything contained in this Agreement to the contrary, in the event that the Seller is not able to obtain the Ground Lessor Consent and Waiver by the Closing Date (as the same may be extended pursuant to the terms of this Agreement) then either party may terminate this Agreement by written notice to the other party. C. Seller shall use commercially reasonable efforts (but shall not be obligated to compensate any tenants in connection therewith) to obtain and deliver to Buyer no later than three (3) business days prior to the related Addition Date: Closing Date an executed estoppel letter, substantially in the form attached hereto as Exhibit I (i) GMAC shall represent that the "TENANT ESTOPPEL"), from all tenants under Tenant Leases in effect as of the related Additional Cut-Off Closing Date each such Additional Account (the "TENANTS", individually, a "TENANT"). As a condition to Purchaser's obligation to consummate the transactions described herein, Seller is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(ddeliver Tenant Estoppels from Tenants whose Leases constitute in the aggregate not less than eighty percent (80%) of the leased square footage of the Improvements, including, in all events, a Tenant Estoppel from Georgetown University and Tenant Estoppels from all other Tenants whose rentable demised premises under such Tenant Leases equal or exceed Five Thousand (5,000) square feet ("MAJOR TENANTS"); (iii) GMAC shall have agreed . Notwithstanding the foregoing, if at Closing Seller is unable or fails to deliver such Tenant Estoppels, Seller may execute and deliver to the Purchaser, for deposit in the Collection Accountat Closing, to the extent required by the Trust Sale and Servicing Agreement, all Collections its own certificate with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; up to ten percent (iv10%) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(bbut not for Major Tenants) of the Trust Sale eighty percent (80%) of Tenants occupying space, from whom estoppel certificates were not received and Servicing Agreement shall have been satisfied; and whose Tenant Leases are in full force and effect (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.I, appropriately modified to reflect that they are certificates of Seller and made to Seller's knowledge; hereinafter, the "SELLER'S ESTOPPEL CERTIFICATE") and the statements of Seller contained therein shall survive the Closing until the earlier of (a) one year after Closing, and (b) the date Purchaser obtains an estoppel certificate from a Tenant for whom Seller delivered a Seller's Estoppel Certificate. Notwithstanding anything contained herein to the contrary, Seller may extend the Closing Date for sixty (60) days until Seller has obtained the Tenant Estoppels that Seller is required to obtain hereunder. Notwithstanding anything contained in this Agreement to the contrary, in the event that the Seller is not able to obtain the Tenant Estoppels (including, but not limited to the Tenant Estoppels from the Major Tenants) by the Closing Date (as the same may be extended pursuant to the terms of this Agreement) and the Purchaser has not waived the requirement to obtain such Tenant Estoppels then the Seller may terminate this Agreement by written notice to the Purchaser. D. Purchaser's obligation to close under this Agreement is also subject to and conditioned upon receipt of the Vacancy Acknowledgement and Lender's Consent and Seller's delivery of the documents set forth in Section 9 below. Seller's obligation to close under this Agreement is also subject to and conditioned upon receipt of Lender's Consent (including the release of the Ubermans) and Purchaser's performance of its obligations under this Agreement. Notwithstanding anything contained herein to the contrary, in the event that the Seller is not able to obtain the Vacancy Acknowledgement by the Closing Date (as same may be extended pursuant to the terms of this Agreement) and the Purchaser has not waived the requirement to obtain such Vacancy Acknowledge then the Seller may terminate this Agreement by written notice to the Purchaser.

Conditions. GMAC shall 8.1. The obligations of Purchaser under this Agreement are subject to the satisfaction on or before the Closing Date, as such date may be permitted extended pursuant to designateSection 8.2, and the Purchaser shall be permitted to accept the designation ofof all conditions contained in this Agreement, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of including each of the following conditions on or prior to the related Addition Date:(any of which may be waived by Purchaser, in Purchaser’s sole and absolute discretion, but only in writing): (ia) GMAC shall represent that as The representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Seller set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct in all material respects as of the Addition Date;Closing Date as though such representations and warranties were made and restated on and as of such date, and no Seller Default shall then exist. (b) Fee simple title to the Property shall be conveyed in accordance with the requirements of this Agreement. An examination of title to and survey of the Real Property conducted on the Closing Date shall disclose no lien, encumbrance, encroachment, defect or other matter affecting the status of title or survey to the Real Property except for the Permitted Exceptions. In addition, the title insurance company conducting the title examination (the “Title Company”) shall be prepared to issue to Purchaser, at standard rates and with such provisions for reinsurance as Purchaser shall reasonably request (and subject to (i) Purchaser’s obligation to pay the premium in respect thereof, and (ii) Purchaser’s and Seller’s respective obligations to satisfy any conditions specified by the Title Company or by Synthetic Lessor (if applicable) for such issuance, which, in the case of any special provisions or endorsements relating to Purchaser’s synthetic lease requirements, will not involve conditions or requirements that are significantly more burdensome to Seller than those customarily applicable to sellers in order to secure the issuance of a typical owner’s (or lender’s or leasehold owner’s) title insurance policy unless Seller is indemnified by VeriSign, Inc. (or other creditworthy entity acceptable to Seller in its sole discretion) against such matters), an ALTA Form B (10-17-70 revision, or other form acceptable to Purchaser in its sole discretion) owner’s title insurance policy (for the actual titleholder of the Property) in the amount of the Purchase Price at a minimum, insuring that the fee simple estate to the Real Property is vested in such owner with exception only for the Permitted Exceptions, and without mechanic’s lien, survey, encroachment, creditors’ rights and other standard exceptions, as well as, if the conveyance shall be by synthetic lease: (A) a leasehold policy insuring the tenant with respect to its leasehold interest in the Property; (B) a mortgagee policy for the synthetic lessor insuring that, among other things, the Deed of Trust insured thereby creates a valid first lien on the synthetic lessor’s fee title to the Property, free and clear of all defects and encumbrances, except Permitted Exceptions; and (C) an alternate policy (or endorsement) for the synthetic lessor providing for the possibility of recharacterization, all as may be customary for synthetic lease transactions, and (D) any additional endorsements to any such policies, as may be required by Synthetic Lessor (collectively, the “Title Policy”). In addition, the survey shall be certified to Purchaser, the synthetic lessor and the Title Company, and shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999. Without limiting the generality of the foregoing, there shall be surveyed and shown on such survey the following: (i) the locations on such Property of all the buildings, structures and other improvements, if any, and the established building setback lines; (ii) the lines of streets abutting such Property; (iii) all access and other easements appurtenant to such Property; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting such Property, whether recorded, apparent from a physical inspection of the Property or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building, structures and improvements on such Property; and (vi) GMAC if such Property is described as being on a filed map, a legend relating the survey to said map. (c) Except as provided in Section 9 (concerning casualty and condemnation), there shall have been no material adverse change in the physical condition of the Property or any part thereof, or any systems or equipment included therein, between the Effective Date and the Closing Date. (d) At Closing, possession of the Property shall be delivered as then required by the Lease (concerning Final Completion) and this Agreement and Purchaser shall have received all certificates if occupancy, all Design and Construction Agreements, and all other Permits for the lawful use, occupancy and operation of the Property (including appurtenant parking uses). (e) No Permits issued prior to Closing and necessary for operation of the Building, or for Purchaser’s Permitted Use after delivery of possession of the Premises under the Lease, shall have been revoked. (f) The existing zoning classification of the Property shall not have been changed in any manner adverse to Purchaser or the Property in more than a de minimis manner, and no down-zoning or other adverse change in the zoning requirements applicable to the Purchaser a certificate Property shall have been enacted, proposed or threatened. (g) All applicable Existing Service Contracts and Existing Employees shall have been terminated to the extent required in accordance with Section 7.3. (h) There shall have been no Hazardous Materials introduced in, on or under the Property (other than by Purchaser, its agents, employees or contractors) between the Effective Date and the Closing Date, in violation of an Authorized Officer of GMAC confirming the items set forth in clauses any Environmental Laws. (i) through (v) above; (vii) There shall be no monetary or material non-monetary default by Seller as Landlord under the conditions set forth Lease which extends uncured beyond any cure or grace period provided for in the Lease or in Section 2.7(b8.2, whichever is shorter. 8.2. If any condition described in Section 8.1 is not satisfied by the Closing Date, then either Seller or Purchaser shall have the right, at its option, to extend the Closing Date upon not less than five (5) days’ notice to the other party, provided that Seller shall not have the right to extend the Closing Date pursuant to this Section 8.2 to a date which is later than ten (10) business days prior to the Commitment Expiration Date, as defined herein. Such extension (if any) (i) shall, with respect to Seller only, be for the sole purpose of using reasonable and diligent efforts to cause any unsatisfied condition to be satisfied, and (ii) may be invoked as to one or as to more than one condition, and from time to time during such period (subject to the 60-day aggregate period), and (iii) will (except as provided above with respect to the Commitment Expiration Date) allow for extensions of up to sixty (60) days in the aggregate or until such conditions are satisfied, whichever is earlier, as long as Seller is continuing diligent efforts to bring about the satisfaction of any such conditions. Subject to the foregoing right to extend, in the event of the Trust Sale failure of any condition which is not caused by a Seller Default (as hereinafter defined, which event is covered by Section 13 below), Purchaser shall be entitled to either (x) terminate this Agreement or (y) waive such failed condition and Servicing proceed to Closing hereunder (subject to Section 13.1). Upon any termination of this Agreement by Purchaser as aforesaid, Seller and Purchaser shall have been satisfied; and each be released from any and all further liability under this Agreement (viii) GMAC shall have delivered other than under provisions which by their terms specifically survive any termination of this Agreement). Notwithstanding anything in this Section 8.2 to the Purchaser an Opinion of Counsel of GMAC substantially contrary, if this Agreement is assigned to a COPT Entity, then in no event shall Seller extend the form of Exhibit D.Closing Date beyond June 30, 2003 without Purchaser’s prior written consent.

Conditions. GMAC shall be permitted Indemnitee hereby agrees to designatefurnish to the Company or the Company's Board of Directors any affirmations, undertakings, or similar assurances required by applicable law as a condition to indemnifying or making Expense Advances hereunder, and the Purchaser shall be permitted to accept the designation ofreceipt of any such affirmations, Additional Accountsundertakings, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior similar assurances is an express condition to the related Addition Date:Company's obligations pursuant to Section 2(a) hereof. In addition, notwithstanding the provisions of Section 2(a): (i) GMAC shall represent that as the obligations of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Company to indemnify Indemnitee pursuant to Section 2(a) shall be subject to the Purchaser on such Addition Date condition that a Reviewing Party shall not have determined (in a written opinion (which may be a so-called "reasoned opinion") in any case in which Independent Legal Counsel is an Eligible Receivable;the Reviewing Party) that Indemnitee would not be permitted to be indemnified under applicable law, or under the Company's Certificate of Incorporation or any subsequent charter document, any bylaws duly adopted by the Company or this Agreement; and (ii) GMAC shall have delivered the obligations of the Company to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required make an Expense Advance to be delivered Indemnitee pursuant to Section 7.02(d); (iii2(a) GMAC shall have agreed to deliver be subject to the Purchasercondition that, for deposit in the Collection Accountif, when and to the extent required that a Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, or under the Company's Certificate of Incorporation or any subsequent charter document, any bylaws duly adopted by the Trust Sale and Servicing Company or this Agreement, the Company shall be entitled to reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for all Collections such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by a Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as which all rights of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them appeal therefrom have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.exhausted or lapsed).

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each The closing of the transactions contemplated hereby is conditional upon the following conditions on or prior to the related Addition Closing Date: : (i) GMAC shall represent that as satisfactory completion of due diligence by the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Purchasers, (ii) GMAC all lawsuits disclosed in the Company's filings with the Securities and Exchange Commission (the "SEC") shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); dismissed with prejudice, (iii) GMAC terms of the Sponsor Agreement, including but not limited to the refinancing of the debt; withdrawal of the buy/sell provision and change in purchase price for the option shall have agreed to deliver renegotiated on terms acceptable to the PurchaserPurchasers, for deposit in (iv) the Collection AccountSeller shall have entered into a lock-up agreement, agreeing not to sell, transfer or otherwise dispose of any the Company's securities owned by, or issuable to it (other than the Shares to be sold to the extent required Purchasers or acquired by exercise of warrants) for a period of nine months following the Trust Sale Closing Date, whether or not otherwise registered for resale, (v) at the closing, and Servicing Agreementin compliance with clause (vi) below, all Collections the current officers and directors of the Company other than ______________ (the "Continuing Director") shall resign and the Continuing Director shall elect to the Company's board of directors two individuals designated by [▇▇▇▇▇▇▇▇], two individuals designated by Sponsor and a new Chief Executive Officer designated by [▇▇▇▇▇▇▇▇], whereupon the Continuing Director shall resign, (vi) the Seller shall cause the Company to file an information statement on Schedule 14(f) with the SEC with respect to the Eligible Receivables arising in such Additional Accounts new board members and at least ten days shall have elapsed since the Additional Cut-Off Date within two Business Days after date such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts information statement shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered mailed to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; Company's stockholders, (vii) the conditions set forth in Section 2.7(b) Seller shall grant the Purchasers a right of first refusal with respect to any future [private] sales of Common Stock by the Trust Sale and Servicing Agreement shall have been satisfied; and Seller, (viii) GMAC Crestview, Midsummer, Islandia, Sponsor, Tie Investors, Avalanche, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and all other current board members and their respective affiliates shall have delivered exchanged mutual releases to the Purchaser an Opinion fullest extent permitted by law, and each shall have further covenanted not to sue one another or to disparage one another in connection with any of Counsel their past or present relationships with the Company, nor to disparage the Company, and (ix) such other customary closing conditions and deliveries as are usual for transactions of GMAC substantially in the form of Exhibit D.this type.

Conditions. GMAC shall be permitted The obligation of Seller to designate, and consummate the Purchaser shall be permitted Acquisition on the Closing Date is subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on (any or prior all of which may be waived by Seller, at the sole option of Seller, in whole or in part to the related Addition Date:extent permitted by applicable law): (i) GMAC each of the representations and warranties of Buyer and HOLL contained herein shall represent that be true and correct in all material respects on and as of the related Additional Cut-Off Closing Date each such Additional Account is an Eligible Account with the same force and that each Receivable arising thereunder identified effect as an Eligible Receivable though the same had been made on and conveyed to as of the Purchaser on such Addition Date is an Eligible ReceivableClosing Date; (ii) GMAC Buyer shall have delivered to performed and complied, in all material respects, with the Purchaser a duly executed written assignment in substantially the form covenants and provisions of Exhibit C and the list this Agreement required to be delivered pursuant to Section 7.02(d)performed or complied with by it between the date hereof and the Closing Date; (iii) GMAC Seller shall have agreed to deliver received a certificate to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items effect set forth in clauses (i) through and (ii) above, dated the Closing Date and signed by a duly authorized officer of Buyer and HOLL; (iv) Seller shall have received certific▇▇▇▇ of the Secretary of Buyer and HOLL, dated the Closing Date, setting forth resolutions of ▇he Board of Directors of Buyer and HOLL authorizing the execution and delivery of this Agre▇▇▇▇t and each document and instrument required to be executed and delivered by Buyer and HOLL hereunder and the consummation of the transactions ▇▇▇▇emplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement Buyer shall have been satisfiedexecuted and delivered to Seller (A) all documents to be delivered at the Closing in accordance with the terms of this Agreement and (B) such other documents and instruments as Seller may reasonably request and which Buyer can obtain with reasonable commercial efforts in order to consummate the transactions contemplated by this Agreement; and (viiivi) GMAC The Agreement and the Seller Documents shall have delivered to been approved by the Purchaser an Opinion required percentage of Counsel of GMAC substantially in shares held by the form of Exhibit D.Shareholders.

Conditions. GMAC 6.1 The obligation of Purchaser to complete the purchase of Purchased Assets in accordance with this Agreement shall be permitted subject to designate, and the following condition being satisfied on or before 2 p.m. (Toronto time) on the Outside Date (the “Purchaser’s Conditions”): (a) the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each have received all of the following conditions on or prior to deliverables set out in Section 7.2, duly executed by the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableVendor, where applicable; (iib) GMAC the Purchaser shall have delivered to received written consent from Medz in connection with the Purchaser a duly executed written assignment of the Medz Agreement, or entered into an arrangement with Medz that is otherwise satisfactory in substantially the form sole discretion of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Purchaser; (iiic) GMAC the Purchaser shall have agreed received any and all regulatory approvals reasonably required to deliver operate the Business from and after Closing, in form and substance satisfactory to the Purchaser, for deposit in including, without limitation, approvals relating to product SKUs with the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateOCS; (ivd) the Vendor shall have changed its name, and shall have executed and delivered such consents and approvals as of the Addition Date, neither GMAC nor may be reasonably required for the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyto facilitate changing the Purchaser’s name to “The Hash Corporation”, or a derivative thereof; (ve) the Schedule Bill of Accounts Sale and General Conveyance and the Assignment and Assumption Agreement shall have been amended executed; (f) all of the terms, covenants and conditions of this Agreement to reflect such Additional Accounts be complied with or performed by Vendor shall have been complied with or performed in all material respects; and (g) the representations and the Schedule warranties of Accounts as so amended Vendor set out in Article 4 shall be true and correct in all respects as of the Addition Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). Purchaser’s Conditions have all been inserted for the sole and exclusive benefit and advantage of Purchaser and Purchaser may waive any or all of Purchaser’s Conditions by notice in writing given to Vendor on or before the Closing Date. In the event that Purchaser’s Conditions are not satisfied or waived as aforesaid by 2 p.m. (Toronto time) on the Outside Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of Purchaser’s Conditions shall not constitute a waiver or release of Vendor of any responsibility or liability owed by the Vendor to Purchaser, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. 6.2 The obligations of Vendor to complete the sale of Purchased Assets in accordance with this Agreement shall be subject to all of the following conditions being satisfied on or before 2 p.m. (Toronto time) on the Outside Date (collectively, the “Vendor’s Conditions”): (a) the Vendor shall have received all of the deliverables set out in Section 7.3, duly executed by the Purchaser, where applicable; (vib) GMAC the transactions contemplated herein shall have delivered to be approved by the Purchaser a certificate Vendor Shareholders in accordance with the applicable provisions of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveAct; (viic) Vendor Shareholders shall not have exercised their Dissent Rights in connection with the transactions contemplated herein with respect to more than 5% of the outstanding Vendor Shares; and (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Purchaser shall have been complied with or performed in all material respects; and (e) the representations and warranties of Purchaser set out in Article 5 shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date). Vendor’s Conditions have all been inserted for the sole and exclusive benefit and advantage of Vendor and Vendor may waive any or all of Vendor’s Conditions by notice in writing given to Purchaser on or before Closing Date. In the event that Vendor’s Conditions are not satisfied or waived by 2 p.m. (Toronto time) on the Outside Date, then such conditions shall be conclusively deemed not to have been satisfied. Any waiver of Vendor’s Conditions shall not constitute a waiver or release of Purchaser of any responsibility or liability owed by Purchaser to Vendor, pursuant to the representations, warranties, covenants and agreements set forth herein, which shall survive in accordance with this Agreement. 6.3 Vendor and Purchaser agree that this Agreement is a binding agreement notwithstanding the conditions set forth in Section 2.7(bthis Article 6. 6.4 Each party shall (i) make, or cause to be made, all such filings and submissions under all laws applicable to it, as may be required for it to consummate the purchase and sale of Purchased Assets in accordance with the Trust Sale terms of this Agreement; (ii) use commercially reasonable efforts to obtain, or cause to be obtained, all consents and Servicing Agreement shall have been satisfiedauthorizations necessary or advisable to be obtained by it in order to consummate such transactions, including using good faith efforts to satisfy the conditions precedent in each such party’s favour on or before Closing Date; and and (viiiiii) GMAC shall have delivered take, or use its commercially reasonable efforts to cause to be taken, all other actions necessary, proper or advisable in order for it to fulfill its obligations under this Agreement. Each party will coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each other in connection with the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.foregoing, including providing each other with all notices and information supplied to or filed with any Governmental Entity, and all notices and correspondence received from any Governmental Entity.

Conditions. GMAC (a) The obligations of each party hereto to take the actions to be taken by it at the Closing as provided in Section 2 hereof shall be permitted subject to designatethe performance by the other parties hereto of the actions to be taken by such other parties in connection with the Restructuring, it being understood that the actions to be taken at the Closing pursuant to Section 2 hereof are mutually dependent and the Purchaser shall be permitted to accept taken substantially simultaneously. (b) In addition, the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction obligations of each of Holder to take the actions to be taken by such Holder at the Closing as provided in Section 2 hereof shall be subject to the following conditions on or prior to the related Addition Dateconditions: (i) GMAC the representations and warranties of the Company contained herein shall represent that be true and correct on the Closing Date with the same effect as though made on and as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableClosing Date; (ii) GMAC the Company shall have delivered to such Holder (A) certified copies of its Restated Certificate of Incorporation and Restated By-laws, (B) certified copies of resolutions evidencing the Purchaser a duly executed written assignment in substantially the form due authorization of Exhibit C and the list required all actions to be delivered pursuant taken by the Company in connection with the Restructuring and (C) a certificate regarding the incumbency of all officers of the Company executing any agreement or instrument to be executed by the Company as provided in Section 7.02(d)2 hereof; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC Manager shall have delivered to the Purchaser a such Holder (A) certified copies of its certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale incorporation and Servicing Agreement other organizational documentation, which shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC be substantially in the form of Exhibit D.A hereto (including the resolutions provided for therein authorizing the actions to be taken by the Manager in connection with the Restructuring) and (B) a certificate regarding the incumbency of all officers of the Manager executing any agreement or instrument to be executed by the Manager as provided in Section 2 hereof; (iv) the Company shall have delivered to such Holder evidence reasonably satisfactory to such Holder that any required consent or approval of the FCC to the Restructuring has been obtained and that such consent or approval has become final on or before the Closing Date (such consent, including consent duly granted by the FCC staff pursuant to delegated authority, shall be deemed to have become final if (i) it has not been reversed, stayed, enjoined or set aside, (ii) no timely request for stay, rehearing or reconsideration of, or appeal from, that consent is pending before the FCC or any court of competent jurisdiction and (iii) the time for filing any such request, petition or appeal, or for sua sponte review by the FCC, has expired); (v) such Holder shall have received from Cravath, Swaine & Moor▇, ▇▇unsel to the Company, and Wilm▇▇, ▇▇tl▇▇ & ▇ick▇▇▇▇▇, ▇▇ecial FCC counsel to the Company, their respective opinions, dated the Closing Date, substantially in the forms attached hereto as Exhibits M-1 and M-2, respectively; (vi) the Company shall have duly paid all expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Restructuring Documents (as hereinafter defined), including, but not limited to, all fees and expenses referred to in Section 6 hereof; (vii) such Holder shall have received written confirmation, in form and substance reasonably satisfactory to it, that the title insurance insuring the lien of the Mortgage remains in full force and effect after giving effect to the First Amendment to Mortgage; (viii) a Private Placement Number relating to each series of Preferred Stock shall have been duly ordered from Standard & Poor's Corporation; and (ix) all documents and instruments to be executed and delivered in connection with the Restructuring, the forms and terms of which are not otherwise provided for herein, shall be reasonably satisfactory in form and substance to such Holder and its counsel.

Conditions. GMAC shall be permitted NovaCal shall, unless otherwise agreed by the Parties, only have the right to designate, and the Purchaser shall be permitted grant such appointments pursuant to accept the designation of, Additional Accounts, in accordance with this Section 2.03(a) only upon satisfaction of each 5.4.2 if all of the following conditions on or prior to the related Addition Dateare satisfied: (i) GMAC Any such appointment of a Co-Marketing Partner shall represent be pursuant to a written agreement that as is consistent with the terms hereof, and NovaCal shall be responsible for the compliance of such Co-Marketing Partner with the related Additional Cut-Off Date each applicable terms of such Additional Account is an Eligible Account agreement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableof this Agreement; (ii) GMAC shall Each Co-Marketing Partner will have delivered the right to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Commercialize Licensed Products under its own and the list required to be delivered pursuant to Section 7.02(d)NovaCal’s trademarks and logos but not Alcon’s trademarks and logos; (iii) GMAC Each such Co-Marketing Partner shall have agreed the right to deliver to the Purchaser, (A) use or cross-reference Alcon’s Regulatory Filings for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising such Licensed Products in such Additional Accounts since the Additional Cut-Off Date within two Business Days territory and (B) launch such Licensed Products simultaneously with or after Alcon’s launch of such Addition DateLicensed Products in such territory; (iv) as Alcon shall supply such Co-Marketing Partners’ requirements of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyformulated and packaged (but not labeled) Licensed Product in accordance with Section 6.1.3; (v) the Schedule of Accounts Each such Co-Marketing Partner (or NovaCal on its behalf) shall have been amended reimburse Alcon for Alcon’s development expenses applicable to reflect such Additional Accounts Underserved Market and the Schedule of Accounts pay Alcon a royalty for so long as so amended royalties are due to NovaCal for such Licensed Product under Section 8.4.5 and on terms and conditions substantially identical to those in Sections 8.4.6 – 8.10 (mutatis mutandis), and such royalty rate shall be true and correct as [***] of the Addition Date;such Co-Marketing Partners’ Net Sales of Licensed Product. (vi) GMAC NovaCal’s co-marketing agreement with such Co-Marketing Partner will (A) not allow such Co-Marketing Partner to perform Development with respect to any Licensed Product, except as overseen by the Coordination Committee and approved by Alcon (which approval shall have delivered not be unreasonably withheld, conditioned or delayed); and (B) ensure consistency and coordination of its marketing efforts and messages with respect to Licensed Products with that of Alcon (or its allowed designee) in the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveapplicable territory; (vii) the conditions set forth in Section 2.7(b) The Co-Promotion Partner shall be subject to approval by Alcon, with such approval not to be unreasonably conditioned or delayed and may only be withheld if Alcon reasonably believes that NovaCal’s appointment of such Third Party is likely to put Alcon at a material commercial disadvantage with respect to other potential Co-Promotion Partners and provides NovaCal with reasonable written explanation of the Trust Sale and Servicing Agreement shall have been satisfiedbasis for such belief within thirty (30) days of NovaCal notifying Alcon that it is contemplating such Third Party as a Co-Promotion Partner under this Section 5.4.2; and (viii) GMAC NovaCal shall have delivered notify Alcon in advance of NovaCal’s intent to appoint any such Co-Marketing Partner and afford Alcon [***] to agree in writing to commit sufficient sales and marketing resources within the Purchaser applicable territory so that it would no longer qualify as an Opinion of Counsel of GMAC substantially in Underserved Market. [***] Confidential treatment has been requested for the form of Exhibit D.bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Conditions. GMAC The obligation of the parties hereto to consummate a Private Placement shall be permitted subject to designate, and (unless waived in writing by the Purchaser shall be permitted to accept parties) the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: date of the closing of such Private Placement: (i) GMAC WeRide shall represent that as of have provided the related Additional CutExercise Notice (including through e-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed mail) to Uber at least [***] days prior to the Purchaser on proposed closing date of such Addition Date is an Eligible Receivable; Private Placement; (ii) GMAC Uber and WeRide shall have delivered entered into an amendment (“Amendment No. 1”) to that certain Master Framework Agreement, dated as of November 22, 2024, between Uber and WeRide (as may be amended from time to time, the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d“MFA”); ; (iii) GMAC the MFA (as amended by Amendment No. 1) shall not have been terminated and shall be in effect; (iv) the execution and delivery by Uber and WeRide of a definitive purchase agreement (the “Purchase Agreement”) in the form attached hereto as Exhibit B and, if applicable, the delivery by WeRide of any disclosure schedules as may be necessary in respect of the representations of WeRide set forth in the Purchase Agreement (provided that if Uber has not previously funded the portion of the Commitment called for by WeRide’s initial Exercise Notice and, after review of the information contained in any such disclosure schedules, Uber elects not to consummate such Private Placement, then Uber and WeRide shall promptly execute the Reversion Amendment (as defined below), and Uber shall have agreed no further liabilities or obligations hereunder, including to deliver fund all or any portion of any remaining outstanding Commitment; provided further that Uber may only make such election not to the Purchaser, for deposit in the Collection Account, consummate such Private Placement to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising information contained in any such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser disclosure schedules is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; material); (v) the Schedule continued listing of Accounts the ADSs on the Nasdaq Global Market; (vi) no Law or Order shall be in effect preventing the exercise of the Commitment or the consummation of such Private Placement (provided that if this clause (vi) is the only condition in this Section 3 not satisfied or waived on or prior to the date of the closing of such Private Placement, each of Uber and WeRide shall use commercially reasonable efforts to engage in discussions in good faith regarding alternative transaction structures to effectuate the intent of the exercise of the Commitment and the consummation of such Private Placement and the Long-Stop Date shall be deemed to be extended by sixty (60) days or until such earlier date that such Law or Order no longer prevents the exercise of the Commitment or the consummation of the Transaction; provided further, that (x) if such Law or Order is still in effect on the Long-Stop Date so extended and Uber has not previously funded the portion of the Commitment called for by WeRide’s initial Exercise Notice, then this Letter will terminate automatically and immediately in accordance with Section 6 hereto, Uber and WeRide shall promptly execute the Reversion Amendment and Uber shall have been amended no further liabilities or obligations hereunder, including to reflect such Additional Accounts fund all or any portion of any remaining outstanding Commitment and (y) the Schedule requirement pursuant to any Law or Order to make a filing or notification in respect of Accounts as so amended the Transaction shall not alone be deemed to be a Law or Order preventing the exercise of the Commitment or consummation of the Private Placement); (vii) upon reasonable request by Uber or its representatives after the date hereof and prior to the closing of the Private Placement, WeRide shall have provided, and shall have caused its affiliates to provide, Uber with the information necessary and within WeRide’s possession for Uber to confirm whether the Transaction is a “prohibited transaction” within the meaning of 31 C.F.R. § 850.224 or any successor thereto; (viii) neither WeRide nor any of its subsidiaries shall be true and correct engaged in (A) any covered activity identified in the definition of “notifiable transaction” at 31 C.F.R. § 850.217 (as ​ in effect as of the Addition Date; date of this Letter) other than as has been disclosed to Uber as of the date of this Letter, or (viB) GMAC any covered activity identified in the definition of “prohibited transaction” at 31 C.F.R. § 850.224 (as in effect as of the date of this Letter); and (ix) either (A) no filing under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is required in connection with the Transaction or (B) the waiting period applicable to the Transaction under the HSR Act shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.expired.

Conditions. GMAC Such Incremental Term Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.03 shall be satisfied; (ii) of the Trust Sale and Servicing Agreement no Default shall have been satisfiedoccurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; 144 (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (viiiv) GMAC immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Purchaser Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Opinion Acquisition that is not conditioned on the obtaining of Counsel any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of GMAC substantially in the form of Exhibit D.Default.

Conditions. GMAC The obligation of Lender to be bound by the provisions of this Amendment shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfillment of the following conditions precedent on or prior before the date hereof: (a) Lender shall have received all of the following, each in form and substance satisfactory to the related Addition DateLender, in its sole discretion, and each duly executed by each party thereto, other than Lender: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivablethis Amendment; (ii) GMAC shall have delivered Intercreditor Agreement, duly executed by ▇▇▇▇▇▇ Supply Company ("▇▇▇▇▇▇"), in favor of Lender, relating to indebtedness payable by Borrower to ▇▇▇▇▇▇ in connection with the acquisition by Borrower of certain assets of ▇▇▇▇▇▇ pursuant to the Purchaser provisions of that certain Purchase Agreement, dated March 2, l995, executed by ▇▇▇▇▇▇ as "seller" and Borrower as "buyer" (the "Purchase Agreement") (such acquisition being referred to herein as the "Acquisition"), and a duly copy of the note executed written assignment in substantially by Borrower to ▇▇▇▇▇▇ covered by the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Subordination Agreement; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Collateral Assignment of Asset Purchase Agreement, all Collections with respect to duly executed by Borrower, in favor of Lender, and duly accepted by ▇▇▇▇▇▇, covering the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DatePurchase Agreement; (iv) A copy of such documentation executed in connection with the ▇▇▇▇▇▇ Acquisition as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent be requested by such transfer nor is either of them aware of any pending insolvencyLender; (v) Landlord's Consents, duly executed by ▇▇▇▇▇▇, in favor of Lender, covering each of the Schedule sites being leased by ▇▇▇▇▇▇ to Borrower in connection with the ▇▇▇▇▇▇ Acquisition; (vi) Written instructions from Borrower directing the application of Accounts the indicated portion of the Loans made on the date of the closing of the ▇▇▇▇▇▇ Acquisition to ▇▇▇▇▇▇ and/or to any persons or entities holding perfected liens in the assets being transferred by ▇▇▇▇▇▇ to Borrower, along with appropriate wiring instructions; (vii) Modifications to such existing real estate lien documents as shall be required by Lender, duly executed by Borrower; (viii) A letter from ▇▇▇▇▇▇'▇ counsel stating that Lender may rely on such counsel's opinion to Borrower issued in connection with the Acquisition; (ix) The written opinion of counsel to Borrower, regarding Borrower, the consummation of the Acquisition, and the execution of this Agreement and the other Agreements executed in connection with this Agreement, and the transactions contemplated hereby; and (x) All other documents Lender may request with respect to any matter relevant to this Amendment or the transactions contemplated hereby, including, without limitation, the ▇▇▇▇▇▇ Acquisition. (b) Lender shall have been amended to reflect received an indemnification letter, duly executed by ▇▇▇▇▇▇, indemnifying Lender against any losses and expenses Lender might incur as a result of non-compliance by ▇▇▇▇▇▇ and/or Borrower with such Additional Accounts bulk transfer laws of Article Six of the Oklahoma Uniform Commercial Code and the Schedule Utah Uniform Commercial Code (c) Lender shall have received evidence satisfactory to it, in its sole discretion, that Lender has a perfected, first priority Lien in the assets transferred to Borrower in connection with the ▇▇▇▇▇▇ Acquisition. (d) No Event of Accounts Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or Default has been specifically waived in writing by Lender. (e) Borrower and Guarantor shall have performed and complied with all agreements and conditions contained in the Agreement and the other Agreements which are required to be performed or complied with by Borrower or Guarantor before or on the date hereof. (f) The representations and warranties contained in the Agreement, as so amended hereby, and the other Agreements shall be true and correct in all material respects as of the Addition Date;date hereof, with the same force and effect as though made on and as of this date. (vig) GMAC No material adverse change shall have delivered occurred in the business operations, financial condition or prospects of Borrower or Guarantor, and no material adverse litigation shall be pending or, to the Purchaser knowledge of Borrower or Guarantor, threatened, against Borrower or Guarantor. (h) Lender shall have received, in immediately available funds, a certificate non- refundable closing fee in the amount of an Authorized Officer $50,000, which closing fee shall be due and payable, and be deemed fully earned, upon the execution of GMAC confirming the items set forth in clauses this Amendment. (i) through (v) above;on the date of funding to Borrower of the Loans relevant to the consummation of the Acquisition, Borrower shall have provided Lender with a duly completed Borrowing Base Certificate, which Borrowing Base Certificate shall be satisfactory to Lender, in its sole discretion. (viij) The Class C Preferred Stock issued to ▇▇▇▇▇▇ Supply in connection with the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement ▇▇▇▇▇▇ Acquisition shall have been satisfied; andcharacteristics, rights and preferences satisfactory to Lender, in its sole discretion. (viiik) GMAC All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by, this Amendment and any related agreements shall have delivered be satisfactory in form and substance to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Lender.

Conditions. GMAC Such Incremental Term Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.03 shall be satisfied; (ii) of the Trust Sale and Servicing Agreement no Default shall have been satisfiedoccurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (viiiv) GMAC immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Purchaser an Opinion Administrative Agent a certificate of Counsel of GMAC substantially a Responsible Officer setting forth in reasonable detail the form of Exhibit D.calculations demonstrating such compliance;

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: If (i) GMAC shall represent that as any of the related Additional Cut-Off Date each such Additional Account is an Eligible Account representations and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to warranties of the Purchaser on such Addition Date is an Eligible Receivable; (iiTransaction Entities contained in Section 1(a) GMAC shall have hereof or any certificate delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Closing Time or any Date of Delivery, as the case may be, as if made as of the Closing Time or any Date of Delivery, as the case may be; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Closing Time or any Date of Delivery, as the case may be; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or any Date of Delivery, as the case may be, or the Closing Time or any Date of Delivery, as the case may be, shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreements are not true and correct as of GMAC confirming the items set forth in Closing Time or any Date of Delivery, as the case may be, as if made as of the Closing Time or any Date of Delivery, as the case may be (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then each Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the form event a Forward Seller determines that (A) in connection with establishing its hedge position, it (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the applicable Forward Seller shall only be required to deliver for sale to the Underwriters at the Closing Time or on any Date of Delivery, as the case may be, the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC Notwithstanding anything to the contrary contained in the Loan Documents, the following shall be permitted conditions precedent to designate, the effectiveness of this Agreement and the Purchaser other Modification Documents: a. Borrower shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction have paid Lender a loan processing fee of Thirty Thousand Hundred and 00/100 Dollars ($30,000.00); b. Lender shall have received originals of each of the following conditions Modification Documents duly executed and acknowledged by Borrower and Guarantors, as applicable; c. Delivery to Lender, at Borrower’s expense, of an endorsement, in form and content acceptable to Lender, to Lender’s loan title policy number 1401 008352439 D1 issued by Chicago Title Insurance Company in connection with the Loan (“Loan Policy”), which endorsement shall date down such policy to insure Lender’s lien priority has not been affected or impaired in any way by the Mortgage, or otherwise (and that there shall be no exception for any lien, encumbrance or other matter other than those set forth in the original title policy on the date originally issued or otherwise approved by Lender); d. Lender shall have received evidence satisfactory to Lender that, on or before the date hereof, the Mezzanine Loan has been paid in full or otherwise satisfied, all Mezzanine Loan Documents have been terminated and all liens related to the Mezzanine Loan have been released of record, including, without limitation, receipt of UCC-3 Financing Statements from Mezzanine Lender to be filed with the Secretary of State of the State of Michigan terminating the following financing statements naming Mezzanine Lender as secured party: (i) UCC-1 filed on April 7, 2008 as File No. 2▇▇▇▇▇▇▇▇▇-1 and (ii) UCC-1 filed on April 14, 2008 as File No. 2008057065-1; e. Lender shall have received evidence satisfactory to Lender that, on or before the date hereof, (i) Pledgor (or an affiliate of Pledgor) has acquired the Investor Member's interest in the Master Tenant, (ii) the Master Lease has been terminated and (iii) all Leases of the Property have been assigned by the Master Tenant to Borrower; f. Lender shall have received an MAI appraisal supporting a market value of the Property of at least $54,000,000.00 and otherwise acceptable to Lender; g. The Premises will provide a Debt Service Coverage Ratio in excess of 1:10:1, utilizing the provisions of Rider 4 of the Mortgage; h. Lender shall have received an engineering report (which includes a seismic study) acceptable to Lender; i. Lender shall have received a Phase I environmental report together with any additional studies recommended by the environmental consultant, in each case satisfactory to Lender; j. Delivery to Lender of the organizational documents, certificates of managers, and resolutions of Borrower, Bluerock and their constituent entities, to execute, enter into and perform their respective obligations under this Agreement and the other Modification Documents; k. Payment to Lender by Borrower of all out of pocket costs and expenses incurred by Lender in connection with the Modification Documents, and the matters referred to therein and herein, including, without limitation, reasonable legal fees and expenses of any outside counsel to Lender and all recording and title company charges; l. The tenants under the following Leases of the Property shall be in possession, open for business, paying rent, and free from default (together, the "Commercial Leases"): (i) Retail Lease Agreement dated July 27, 2006 by and between Master Tenant and Elephant & Castle Illinois, Inc. ("Original Tenant"), as amended by that certain Landlord/Tenant Dispute Resolution Agreement dated October ___, 2007, and that certain First Amendment to Lease Agreement dated December 10, 2012, as assigned to EC Restaurants Corp. f/k/a Original Joe’s Acquisition Corporation in connection with a bankruptcy proceeding involving the Original Tenant, and (ii) Village Green Commercial Lease Agreement dated April 27, 2007 between K & G Gourmet, L.L.C. and Master Tenant; m. Borrower shall have furnished such other documents, instruments, certificate and opinions as Lender may reasonably request, including, but not limited to, estoppel certificates, subordination agreements and assignments related to the Commercial Leases; n. No default or Event of Default that will not be cured prior to or concurrently with the related Addition Dateexecution and delivery of this Agreement shall exist under any Loan Document; and o. Borrower shall have deposited (or caused to be deposited) with Lender funds in the amount of $19,000.00 (the "Insurance Funds") to be held by Lender and disbursed as follows: (i) GMAC shall represent that as upon receipt of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required invoice issued by the Trust Sale and Servicing Agreement, all Collections Borrower's insurance carrier with respect to the Eligible Receivables arising in renewal of Borrower's current liability insurance policy that is set to expire on December 31, 2012, Lender shall disburse such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as portion of the Addition DateInsurance Funds necessary to pay such invoice, neither GMAC nor the Purchaser is insolvent nor shall and (ii) any Insurance Funds remaining upon payment of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended invoice will be promptly thereafter remitted to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Borrower.

Conditions. GMAC Lender's obligation to make the Additional Advance shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon prior satisfaction of each of the following conditions conditions, except to the extent waived by Lender in writing: (a) Company shall have paid to the Lender the facility fee due on or prior before the Amended Note Closing Date required pursuant to Section 2.3, above, and shall have reimbursed Lender for the fees and expenses for which Company is liable pursuant to the related Addition Dateterms of Section 7.4, below, to the extent documented to Company as of the Closing. (b) With respect to each parcel of the Original Collateral Real Estate, Company shall have executed and caused to be duly recorded an amendment to the existing mortgage or deed of trust in favor of Lender in form reasonably acceptable to Lender securing payment of all amounts owing under this Agreement and the Amended Note. (c) With respect to the Additional Collateral Real Estate: (i) GMAC Company shall represent have provided evidence reasonably satisfactory to Lender that as the purchase price paid by the Company and costs incurred by the Company to the date of this Agreement for the related Additional Cut-Off Date each such Additional Account is an Eligible Account Collateral Real Estate aggregated not less than Nineteen Million Seven Hundred Sixty Eight Thousand Eight Hundred Six Dollars ($19,768,806.00) and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed not in excess of Three Million Six Hundred Eighty Four Thousand Dollars ($3,684,000.00) is required to the Purchaser on such Addition Date is an Eligible Receivablebe expended in order to receive governmental approval for occupancy thereof; (ii) GMAC none of the such properties shall have delivered be subject to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required any Lien unacceptable to be delivered pursuant to Section 7.02(d)Lender; (iii) GMAC Company shall have agreed provided to deliver to the PurchaserLender surveys, for deposit in the Collection Account, to the extent environmental reports and such other matters as reasonably required by the Trust Sale Lender relating to such properties and Servicing Agreement, all Collections with respect to the Eligible Receivables arising Lender shall be satisfied therewith in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Dateits sole discretion; (iv) Lender shall have received the commitment for the issuance by Chicago Title Insurance Company of an ALTA lender's policy of title insurance (without standard exceptions and with such endorsement as directed by Lender) with respect to each of such properties (collectively, the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency"Additional Title Commitments"); (v) the Schedule of Accounts Company shall have been amended executed and caused to reflect be duly recorded mortgages or deeds of trust and assignments of rent in favor of Lender in forms reasonably acceptable to Lender and its counsel encumbering each of such Additional Accounts properties and shall have executed and filed Forms UCC 1 with respect to the Schedule personal property located at each of Accounts as so amended such properties in forms reasonably acceptable to Lender and its counsel and have shall be true and correct as provided evidence of each of the Addition Date;foregoing requirements to Lender; and (vi) GMAC Each of the lessees of such properties shall have delivered executed an estoppel, subordination, non-disturbance and attornment agreement in form and substance satisfactory to Lender and its counsel. (d) Holding shall have guaranteed the Amended Tranche A Loan in form and substance satisfactory to Lender and its counsel. (e) Company shall have pledged to Lender as collateral security for the performance of its obligations pursuant to this Agreement and the Amended Note all of the issued and outstanding shares of Holding in form and substance satisfactory to Lender and its counsel. (f) Lender shall have received an opinion of Roge▇▇ & ▇ard▇▇, counsel to Company and Holding, in form and substance acceptable to the Purchaser a certificate Lender and its counsel and opinions of an Authorized Officer local counsel reasonably satisfactory to Lender and its counsel with respect to the validity and enforceability of GMAC confirming each form of mortgage, deed of trust and assignment of rents referred to in subsections (b) and (c) of this Section 4.1. (g) Each of the items representations and warranties of the Company set forth in clauses (i) through (v) above; (vii) the conditions this Agreement or incorporated herein by reference or set forth in Section 2.7(b) any statement or schedule delivered pursuant to this Agreement are true and correct in all material respects as of the Trust Sale date of execution of this Agreement and Servicing as of the date of the Amended Note Closing Date as if made on such date. (h) The Company shall not be in default with respect to any of its covenants and agreements set forth in Article VI of this Agreement shall have been satisfiedor set forth elsewhere in this Agreement; and (viiii) GMAC No Default or Event of Default shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.occurred and be continuing.

Conditions. GMAC Notwithstanding the foregoing, (a) none of Dell, ---------- Microsoft, or CBW/SK shall be permitted required to designate, purchase shares of Series D Preferred Stock hereunder unless any filings under the HSR Act required to be made with respect such Purchaser shall have been made and the Purchaser waiting period with respect thereto shall have expired or been terminated, (b) no Financial Investor shall be permitted required to accept purchase shares of Series D Preferred Stock hereunder unless Dell and one of Microsoft or CBW/SK shall, simultaneous with the designation ofpurchases by the Financial Investors, Additional Accountspurchases those shares of Series D Preferred Stock set forth opposite such Person's name on the Schedule of Purchasers hereto, in accordance (c) none of Dell, Microsoft or CBW/SK ---------------------- shall be required to purchase shares of Series D Preferred Stock hereunder unless the Financial Investors and at least one other Corporate Investor, simultaneous with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: purchases by such Person, purchases those shares of Series D Preferred Stock set forth opposite such Person's name on the Schedule of Purchasers, (id) GMAC BOEC shall represent not be required to purchase shares of ---------------------- Series D Preferred Stock hereunder unless the Company has amended the Certificate of Designation in accordance with, and otherwise complied with, the provisions of Section 3L hereof and BOEC shall have the right to purchase such ---------- portion of its investment in shares of Series D-1 Preferred Stock as BOEC shall elect, and (e) the Company shall not be required to sell any shares of Series D Preferred Stock, or Series D-1 Preferred Stock to any Purchaser hereunder unless any filings under the HSR Act required to be made with respect such Purchaser shall have been made and the waiting period with respect thereto shall have expired or been terminated; provided that with respect to any of the foregoing, such party shall be obligated hereunder as of the related Additional Cut-Off Date each date such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall party's conditions set forth in this Section 1D have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C been met and the list required to be delivered pursuant to Section 7.02(d); Closing shall take place ---------- within three (iii3) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to business days thereafter. To the extent required by conditions are met or waived for certain Purchasers and are not met or waived for others, there shall be multiple closings, each of which shall be the Trust Sale and Servicing Agreement, all Collections "Closing" with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts applicable Purchasers and the Schedule date of Accounts as so amended such Closing shall be true and correct as of the Addition "Closing Date; (vi) GMAC shall have delivered " with respect to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.such Purchaser.

Conditions. GMAC 10.1 The obligation of SCOLP to consummate the acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Contributors, whereupon (x) the Deposit shall be permitted returned to designateSCOLP, and the Purchaser (y) neither Contributors nor SCOLP shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on have any further duties or prior to the related Addition Date: obligations under this Agreement except that (i) GMAC shall represent if any such condition was not satisfied as a result of any default or breach of this Agreement by Contributors, SCOLP may pursue such legal and equitable rights and remedies that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed may be available to it pursuant to the Purchaser on such Addition Date is an Eligible Receivable; terms of this Agreement, and (ii) GMAC SCOLP’s indemnity obligations under Section 9.1 shall survive (provided that SCOLP shall have delivered the right to waive any one or all of such conditions): (a) On the Closing Date, (i) title to each Project shall be held by the applicable New Owner in the condition required by this Agreement, (ii) the Title Company shall deliver “marked-up” Commitments agreeing to issue the title policies pursuant to the Purchaser a duly executed written assignment Commitments, and (ii) each Contributor shall own one hundred percent (100%) of the Membership Interest in substantially the form of Exhibit C New Owner identified as being owned by such Contributor on the attached Schedule 7.1(o) in the condition required under this Agreement. (b) The Contributors shall have complied with and the list required performed, in all material respects, all covenants, agreements and conditions on their part to be delivered pursuant to Section 7.02(d);performed under this Agreement within the time herein provided for such performance. (iiic) GMAC shall have agreed to deliver Subject to the Purchaserprovisions of Section 7 hereof, for deposit the representations and warranties of Contributors, set forth in the Collection AccountSection 7 hereof, to the extent required by the Trust Sale are and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;Closing Date in all material respects. (vid) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement The Loan Assumption Approvals shall have been satisfied; andobtained from the Lenders. (viiie) GMAC No action, suit, proceeding or investigation shall have delivered been instituted before any court or governmental body, or instituted by any governmental agency to restrain or prevent consummation of the transactions under this Agreement. (f) The sale of the Owned Homes and the MH Contracts by RSC to SHS pursuant to the Purchaser an Opinion Asset Purchase Agreement shall close prior to or contemporaneously with the closing of Counsel of GMAC substantially the transactions contemplated in the form of Exhibit D.this Agreement.

Conditions. GMAC shall be permitted to designate, The Scheme will not become Effective and the Purchaser shall be permitted to accept obligations of the designation of, Additional Accounts, Bidder under clause 2.4 do not become binding unless and until each of the conditions set out in the “Condition” column of the following table has been satisfied or waived in accordance with Section 2.03(athis clause 3: CONDITION RESPONSIBILITY WAIVER (a) only upon satisfaction of each (OIO approval) the Bidder has obtained all consents required under the Overseas Investment Act 2005 and the Overseas Investment Regulations 2005 to the implementation of the following Scheme on terms or conditions on acceptable to the Bidder, acting reasonably, provided that the Bidder may not withhold its approval to the terms or Bidder None CONDITION RESPONSIBILITY WAIVER conditions of any such consent if the terms or conditions imposed: (i) are the OIO Standard Terms and Conditions or are consistent in all material respects with the OIO Standard Terms and Conditions; or (ii) arise from or relate to the performance or fulfilment of, or are consistent with, the Bidder’s or any of the Bidder’s Related Companies’ undertakings, plans or intentions specified in writing in the Bidder’s OIO application or any subsequent written correspondence with the OIO; (b) (HSR approval) any applicable waiting periods under the HSR Act shall have expired or been terminated; Bidder and Pushpay None (c) (Independent Adviser) the Independent Adviser provides an Independent Adviser’s Report to Pushpay prior to the related Addition Date: New Scheme Meeting which concludes that the Consideration is within or above the Independent Adviser’s valuation range for the Shares; Pushpay Pushpay (id) GMAC shall represent that as of (Shareholder approval) Shareholders approve the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Scheme at the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required New Scheme Meeting by the Trust Sale requisite majorities in accordance with sections 236A(2)(a) and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b236A(4) of the Trust Sale Companies Act; Pushpay None (e) (Court approval) subject to clause 3.2, the Court approves the Scheme in accordance with section 236 of the Companies Act; Pushpay None (f) (No restraint) no judgment, order, restraint or prohibition enforced or issued by any Government Agency is in effect at 8.00am on the Implementation Date, that prohibits, prevents or materially restricts the implementation of the Scheme; Bidder and Servicing Pushpay Bidder and Pushpay (g) (No Prescribed Occurrence) no Prescribed Occurrence occurs between (and including) the date of this Agreement shall have been satisfiedand 8.00am on the Implementation Date; and and Pushpay Bidder CONDITION RESPONSIBILITY WAIVER (viiih) GMAC shall have delivered to (No Material Adverse Change) no Material Adverse Change occurs, is announced or is discovered between (and including) the Purchaser an Opinion date of Counsel of GMAC substantially in this Agreement and 8.00am on the form of Exhibit D.Implementation Date. None Bidder

Conditions. GMAC shall be permitted 5.1 Mutual Conditions in Favour of Champignon and AltMed The respective obligations of AltMed and Champignon to designate, and complete the Purchaser shall be permitted transactions contemplated herein are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) AltMed Shareholder Approval shall have been obtained in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority; (b) the CRTCE Acquisition shall be been completed on the terms disclosed to Champignon; (c) NewCo Shareholder Approval shall have been provided by Champignon in accordance with the BCBCA and the requirements of any applicable regulatory authority; (d) each of the AltMed Board and the Champignon Board and the NewCo Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by AltMed, Champignon and NewCo to permit the consummation of the Amalgamation and all other matters contemplated in this Agreement; (e) the CSE shall have accepted notice for filing of and approved all transactions of Champignon contemplated herein or prior necessary to complete the Amalgamation, subject only to compliance with the usual requirements of the CSE, as applicable; (f) Newco shall not have engaged in any business enterprise or other activity or had any assets or liabilities; (g) the distribution of the Champignon Securities pursuant to the related Addition Date:Amalgamation shall be exempt from prospectus requirements under applicable securities Laws of Canada and, except with respect to persons deemed to be “control persons” of Champignon under such securities Laws, such Champignon Shares shall be subject to any resale restrictions in Canada under such securities Laws and where applicable the voluntary resale restrictions; (h) no proceeding commenced by a Government Entity shall be pending or threatened against any party seeking to restrain or prohibit the transactions contemplated by this Agreement, and there shall be no order of any nature of any Government Entity of competent jurisdiction or any Law that is in effect that restrains, prohibits or prevents the consummation of the Amalgamation or that has the effect of rendering it unlawful to consummate the transactions contemplated by this Agreement; (i) GMAC shall represent that as all consents, approvals and waivers of any Government Entity necessary under applicable Laws in order to permit consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Amalgamation and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts transactions contemplated hereunder shall have been amended obtained, and all notices to reflect such Additional Accounts any Government Entity necessary under applicable Laws in order to permit consummation of the Amalgamation and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement transactions contemplated hereunder shall have been satisfieddelivered; and (viiij) GMAC this Agreement shall not have delivered been terminated. The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of Champignon and AltMed in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, any Party may terminate this Agreement by written notice to the Purchaser an Opinion other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of Counsel a breach of GMAC substantially in the form of Exhibit D.this Agreement by such terminating Party.

Conditions. GMAC No Incremental Commitments shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each become effective as of the following conditions on or prior Increase Effective Date unless (but subject to the related Addition Date:Section 1.09 in each case): (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableconditions set forth in Section 4.02 shall be satisfied; (ii) GMAC no Default shall have delivered to occurred and be continuing or would result from the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required borrowings to be delivered pursuant to Section 7.02(d)made on the Increase Effective Date; (iii) GMAC the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have agreed been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to deliver refer to the Purchasermost recent financial statements furnished pursuant to subsections (a) and (b), for deposit respectively, of Section 6.01; provided that, in the Collection Accountcase of an Incremental Commitment being used to consummate a Limited Conditionality Acquisition, at the Borrower’s election, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect acceptable to the Eligible Receivables arising Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be required to be true and correct will be the Specified Representations (conformed as necessary for such acquisition) and such of the representations made by or on behalf of the applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Additional Accounts since Limited Conditionality Acquisition as are material to the Additional Cut-Off Date within two Business Days after interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such Addition Dateacquisition agreement or to decline to consummate such Limited Conditionality Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the Addition Date, neither GMAC nor end of the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencylatest fiscal quarter for which internal financial statements are available; (v) the Schedule Borrower shall make any breakage payments in connection with any adjustment of Accounts shall have been amended Revolving Credit Loans pursuant to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date;Section 2.15(d); and (vi) GMAC as a condition precedent to each Incremental Commitment, the Borrower shall have deliver or cause to be delivered officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date to the Purchaser extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent, and if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate of an Authorized Officer of GMAC confirming shall provide that the items set forth above requirements were satisfied in clauses (i) through (v) above;accordance with Section 1.09; and (vii) (x) upon the conditions set forth in Section 2.7(b) reasonable request of any Lender, the Trust Sale and Servicing Agreement Borrower shall have been satisfied; and provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (viiiy) GMAC any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered delivered, to the Purchaser an Opinion of Counsel of GMAC substantially each Lender that so requests, a Beneficial Ownership Certification in the form of Exhibit D.relation to such Loan Party.

Conditions. GMAC shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections If with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Underwritten Forward Shares, (ivi) as any of the Addition Date, neither GMAC nor representations and warranties of the Purchaser is insolvent nor shall Transaction Entities contained in Section 1(a) hereof or any of them have been made insolvent certificate delivered by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be Transaction Entities pursuant hereto are not true and correct as of the Addition Date; Forward Closing Time as if made as of the Forward Closing Time; (ii) the Transaction Entities have not performed all of the obligations required to be performed by them under this Agreement on or prior to the Forward Closing Time; (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Forward Closing Time; (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Forward Closing Time or the Forward Closing Time shall not have occurred; (v) any of the conditions set forth in Section 3 of the Forward Sale Agreement shall not have been satisfied on or prior to the Forward Closing Time or (vi) GMAC shall have delivered to any of the Purchaser a certificate representations and warranties of an Authorized Officer the Company contained in the Forward Sale Agreement are not true and correct as of GMAC confirming the items set forth in Forward Closing Time as if made as of the Forward Closing Time (clauses (i) through (v) above; (vii) vi), together, the conditions set forth “Conditions”), then the Forward Seller, in Section 2.7(b) of the Trust Sale its sole discretion, may elect not to borrow and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered deliver for sale to the Purchaser an Opinion of Counsel of GMAC substantially Underwriters the Underwritten Borrowed Shares otherwise deliverable on such date. In addition, in the form event the Forward Seller determines that (A) in connection with establishing its hedge position the Forward Seller is unable to borrow and deliver for sale under this Agreement a number of Exhibit D.Common Shares equal to the number of Underwritten Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable for the Forward Seller to do so or it would incur a stock loan cost of more than [●] basis points per annum with respect to all or any portion of such shares to do so, then, in each case, the Forward Seller shall only be required to deliver for sale to the Underwriters on the Forward Closing Time the aggregate number of Common Shares that the Forward Seller or its affiliate is able to so borrow in connection with establishing its hedge position at or below such cost.

Conditions. GMAC Such Incremental Term Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.03 shall be satisfied; (ii) of the Trust Sale and Servicing Agreement no Default shall have been satisfiedoccurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (viiiv) GMAC immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Purchaser Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Opinion Acquisition that is not conditioned on the obtaining of Counsel any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of GMAC substantially in the form of Exhibit D.Default.

Conditions. GMAC Notwithstanding anything in this Agreement to the contrary, Buyer’s obligation to purchase and Seller’s obligation to sell shall be permitted subject to designate, and contingent upon the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each or waiver of the following conditions on or prior to the related Addition Dateprecedent only: (a) Buyer shall immediately order a title insurance binder (the “Title Binder”) from Title Company. Promptly after receipt of the Title Binder from Title Company, Buyer or Title Company shall (i) GMAC shall represent that as forward copies of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Title Binder to Seller’s attorneys and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC give written notice to Seller, with a copy of such notice to Seller’s attorneys, of objections to title other than the Permitted Encumbrances, if any, appearing in the Title Binder which Buyer has not herein agreed to take subject to, it being agreed by Buyer that Buyer will agree to accept title to the Property subject to the Permitted Encumbrances, and that failure to raise any such objections within twenty (20) days from the date hereof shall be deemed a waiver by Buyer of any such objections. If Seller shall desire to remove such objections (it being understood that Seller shall be under no obligation to remove any objections, or to commence any action or proceeding, or to incur any expense in connection therewith except that Seller agrees to pay and discharge all mortgages and other financial liens and encumbrances affecting the Property that it has voluntarily entered into), Seller shall be entitled to a reasonable adjournment of the Closing Date set forth herein, whereupon Seller shall have delivered until such new closing date to dispose of any such objections, at no cost or expense to Seller. Any attempt by Seller to cure an objection shall not per se be construed as an admission by Seller that such objection is one that will give Buyer the right to terminate this Agreement. If Seller elects not, or is unable, to cure any such title objections, Buyer’s sole and exclusive remedies are to either terminate this Agreement or to proceed to Closing with no abatement or reductions to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);Purchase Price. (iiib) GMAC Prior to Closing, the Nassau County Industrial Development Agency shall have agreed issued its commitment or final resolution (the “Resolution”) to deliver enter into a “straight-lease” transaction with Buyer, and provide financial assistance to Buyer, which Resolution shall be in form and substance satisfactory to Buyer. If after using commercially reasonable efforts Buyer shall be unable to obtain the Resolution by the Closing Date, Buyer may elect, as its sole and exclusive remedy to either terminate this Agreement or to proceed to Closing with no abatement or reductions to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Purchase Price.

Conditions. GMAC On the terms and subject to the conditions contained herein, one or more L/C Issuers shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional AccountsIssue, in accordance with Section 2.03(asuch L/C Issuers’ usual and customary business practices, and for the account of the Borrower (provided, that any Letter of Credit may support the obligations of any Restricted Subsidiary of the Borrower and may be issued for the joint and several account of the Borrower and such Restricted Subsidiary to the extent otherwise permitted by this Agreement; provided further, to the extent any such Subsidiary is a Non-Credit Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be issued so long as it is permitted hereunder), Letters of Credit (denominated in Dollars) only from time to time on any Business Day during the period from the Closing Date through the date that is seven (7) days prior to the Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon satisfaction the occurrence of each any of the following conditions on or prior or, if after giving effect to the related Addition Datesuch Issuance: (A) (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Availability would be less than zero, or (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially Letter of Credit Obligations for all Letters of Credit would exceed $5,000,000 (the form of Exhibit “L/C and the list required to be delivered pursuant to Section 7.02(dSublimit”); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (vB) the Schedule expiration date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule Letter of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses Credit (i) through is not a Business Day, or (vii) above;is more than one year after the date of issuance thereof; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period; provided, further, if the expiration date of a Letter of Credit (whether initially or by extension) is later than the date that is seven (7) days prior to the Revolving Termination Date, then the Borrower shall be required to cash collateralize such Letter of Credit no later than the date that is thirty (30) days prior to the Revolving Termination Date; or (viiC) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower on behalf of the Credit Parties, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”). For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.7(b2.3 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from the Revolver Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.3 is not satisfied and ending on the date all such conditions are satisfied or duly waived. Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the Trust Sale and Servicing Agreement shall other Lenders have been satisfied; and increased by an amount sufficient to satisfy the Revolver Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (viiiz) GMAC shall the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have delivered been reallocated to the Purchaser an Opinion of Counsel of GMAC substantially other Revolving Lenders in the form of Exhibit D.a manner consistent with subsection 1.11(e)(ii).

Conditions. GMAC (a) The obligation of Cabot to consummate the transactions contemplated hereby shall be permitted subject to designate, and the Purchaser shall be permitted satisfaction at or prior to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction Closing of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC shall represent that as the representations and warranties of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Company contained herein shall be true and that each Receivable arising thereunder identified as an Eligible Receivable correct on the date hereof and conveyed on the date of Closing, and the Company shall have performed all of its covenants contained herein to the Purchaser on such Addition Date is an Eligible Receivablebe performed prior to Closing; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form approval of Exhibit C this Agreement and the list required to be delivered pursuant to Section 7.02(d)transactions contemplated hereby by Cabot Parent's Board of Directors; (iii) GMAC on the date of Closing, there shall be no decree of any governmental or judicial authority of competent jurisdiction that prohibits the occurrence of the Closing; and (iv) the Amendment shall have agreed been duly executed and delivered by the parties (other than Cabot) specified in Section 5.5 of the Stockholders' Agreement. (b) The obligation of the Company to deliver consummate the transactions contemplated hereby shall be subject to the Purchasersatisfaction at or prior to Closing of each of the following conditions. (i) the representations and warranties of Cabot contained herein shall be true and correct on the date hereof and on the date of Closing, for deposit in and Cabot shall have performed all of its covenants contained herein to be performed prior to Closing; (ii) the Collection Account, to approval of this Agreement and the extent required transactions contemplated hereby by the Trust Sale and Servicing Agreement, Company's Board of Directors; (iii) the Company's receipt of all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateRequisite Consents; (iv) as the Company shall have received proceeds of financing sufficient to pay the Addition Date, neither GMAC nor Purchase Price and any other out-of-pocket expenses incurred by the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyCompany in connection with the transactions contemplated hereby on terms reasonably satisfactory to the Company; (v) on the Schedule date of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended Closing, there shall be true and correct as no decree of any governmental or judicial authority of competent jurisdiction that prohibits the occurrence of the Addition Date;Closing; and (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement Amendment shall have been satisfied; and duly executed and delivered by the parties (viiiother than the Company) GMAC shall have delivered to specified in Section 5.5 of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Stockholders' Agreement.

Conditions. GMAC shall be permitted 4.1.1 The sale, purchase and transfer of the Properties are to designate, and only take effect upon the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfilment of the following conditions on or prior precedent (“Conditions Precedent”): (a) the Vendor obtaining the approvals in writing from JPA and PTP for the sale and transfer of the Properties to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivablePurchaser; (iib) GMAC shall have delivered the Vendor obtaining the approval in writing from the Johor State Authority to the Purchaser a duly executed written assignment in substantially sale and transfer of the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver Properties to the Purchaser, for deposit as there is a restriction in interest on the Collection Account, title to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedParent Land that requires State Authority approval; and (viiic) GMAC the Purchaser obtaining the approval in writing from the Economic Planning Approval (if applicable) and approval in writing pursuant to Section 433B of the National Land Code 1965 from the Johor State Authority (if applicable) for the transfer of the Properties to the Purchaser. The approvals referred to in clause 4.1.1(a), (b) and (c) are hereinafter collectively referred to as “Approvals” and separately as “Approval”. 4.1.2 For the avoidance of any doubt: i) the Vendor shall have delivered submit the applications to procure the fulfilment of the conditions set out in clauses 4.1.1(a) and (b) within fourteen (14) Business Days from the date of this Agreement at the Vendor’s costs and expenses provided always that the Purchaser shall use its best endeavours to assist and furnish all such information and documents relating to the Purchaser an Opinion as may be required by the Public Authorities; and ii) the Purchaser shall submit the applications to procure the fulfilment of Counsel the conditions set out in clauses 4.1.1(c) within fourteen (14) Business Days from the date of GMAC substantially this Agreement at the Purchaser’s costs and expenses provided always that the Vendor shall use its best endeavours to assist and furnish all such information and documents relating to the Vendor as may be required by the Public Authorities. Save for events of Force Majeure, in the form event either Party shall fail to submit the applications referred to in (i) and (ii) above within the time frames stated herein for reasons not attributable to the other Party, the other Party shall be entitled to give the defaulting Party seven (7) Business Days’ notice in writing to remedy the breach, failing which the remedies as provided in clause 10.1.1 and 10.1.2 shall apply as is applicable. 4.1.3 The Conditions Precedent are to be fulfilled within three (3) months from the date of Exhibit D.this Agreement (“Conditional Period”) subject to an automatic extension of three (3) months (“Extended Conditional Period”) in the event the Conditions Precedent cannot be fulfilled within the Conditional Period. Any further extensions shall be with mutual consent of both parties and subject to terms to be agreed upon which extension is to be confirmed in writing no later than fourteen (14) days prior to the expiry of the Extended Conditional Period. 4.1.4 In the event the Conditions Precedent are not fulfilled prior to the expiry of the Conditional Period or the Extended Conditional Period, as applicable for reasons attributable to the Purchaser or delay on the part of the Purchaser and no further extension of time is mutually agreed, the Deposit paid to the Vendor’s Solicitors shall forthwith be forfeited and the Vendor’s Solicitors are hereby irrevocably authorised to forthwith release the same to the Vendor together with all interest accruing. If the Conditions Precedent are not fulfilled within the Conditional Period or Extended Conditional Period for reasons not attributable to the Purchaser and no further extension of time is mutually agreed, the Deposit shall be refunded to the Purchaser free of interest. For the avoidance of any doubt, in the event that any of the Approvals is granted by the relevant Public Authority with terms and conditions that are not in accordance with the general and usual conditions currently imposed in similar transactions and the same are not acceptable to the Vendor or the Purchaser, the Affected Party shall be given the opportunity to appeal to the relevant authority in accordance with clause 4.4 failing which clause 4.5 shall be applicable. In the event of this occurrence this shall not constitute a non-fulfilment of the Conditions Precedent for reasons attributable to either the Purchaser or the Vendor. 4.1.5 Subject to clause 4.1.4 above, the Purchaser and the Vendor shall comply with all terms and conditions attached to the Approvals referred to in clause 4.1.1 above and to the terms and conditions of the Lease Annexures.

Conditions. GMAC shall be permitted A. In addition to designatePurchaser’s absolute right to terminate this Contract for any reason at any time during the Review Period, and the obligation of Purchaser shall be permitted under this Contract to accept purchase the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon Property from Seller is subject to the satisfaction of each of the following conditions on or prior to the related Addition Closing Date, any of which conditions may be waived in whole or in part by Purchaser by written waiver at or prior to the Closing Date: (i) GMAC 1. Title to the Real Property shall represent that be good and marketable as required herein, free and clear of all liens and encumbrances, and subject to no exceptions other than the Permitted Exceptions and the Escrow Agent shall be prepared to issue, an owner’s title insurance policy pursuant to the Title Commitment insuring the title to the Real Property, subject only to the Permitted Exceptions, in the amount of the related Additional Cut-Off Date each Purchase Price or such Additional Account is an Eligible Account lesser amount as Purchaser, in its sole discretion, shall determine, and that each Receivable arising thereunder identified with such endorsements as an Eligible Receivable Purchaser shall determine. Seller shall discharge all liens against the Property at Closing. 2. Seller shall have performed, observed and conveyed complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Purchaser on such Addition Date is an Eligible Receivable;Closing Date. (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form 3. All of Exhibit C Seller’s representations and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended warranties contained herein shall be true and correct in all material respects as of the Addition Closing Date;, and Seller will deliver to Purchaser at Closing a certificate to that effect (or disclosing any representations or warranties which are no longer true and accurate). (vi) GMAC 4. The physical condition of the Property and the title for the Property shall not have materially changed since the conclusion of the Review Period. 5. All tenants of the Leases whose tenancies are for greater than 3,000 square feet shall be occupying the Property, and none of the tenants whose tenancies are for greater than 3,000 square feet shall be in default in the payment of rent or performance of any other material obligation. 6. Purchaser shall have delivered received the Estoppel Certificates and SNDA Agreements as required pursuant to Section 7(I). 7. Execution and delivery of a Declaration of Restrictions and Reciprocal Easement for Ingress, Egress, Utilities and Drainage, which shall be to the reasonable satisfaction of both Purchaser a certificate and Seller. In the event any of an Authorized Officer the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of GMAC confirming the items set forth in clauses Closing Date, then, Purchaser may either (i) through extend the date for Closing for a maximum of thirty (v30) above; days until such conditions are satisfied, or (viiii) terminate this Contract and have the Deposit refunded together with accrued interest and Seller shall pay to Purchaser the out-of-pocket expenses incurred by Purchaser that have arisen under this Contract, provided, however such out-of-pocket expenses shall be limited to Fifty Thousand and 00/100 Dollars ($50,000.00) prior to loan commitment by Purchaser’s lender or One Hundred Thousand and 00/100 Dollars ($100,000.00) after loan commitment by Purchaser’s lender; provided, however, Purchaser shall not be entitled to reimbursement of out-of-pocket expenses as stated above if the failure of condition is one contemplated by Sections 8 (A) (5) or 8 (A) (6), or (iii) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed; provided, however that, if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all rights and remedies as set forth in Section 2.7(b) 13 hereof. B. The obligations of Seller under this Contract to sell the Property to Purchaser are subject to the satisfaction of each of the Trust Sale and Servicing Agreement following conditions: 1. Purchaser shall have been satisfied; and (viii) GMAC shall have delivered performed, observed and complied with all covenants, agreements and conditions required by this Contract to be performed by, observed and complied with on its part either on or prior to the Closing Date. 2. Execution and delivery of a Declaration of Restrictions and Reciprocal Easement for Ingress, Egress, Utilities and Drainage, which shall be to the reasonable satisfaction of both Purchaser an Opinion and Seller. 3. All of Counsel of GMAC substantially Purchaser’s representations and warranties contained herein shall be true and correct in the form of Exhibit D.all material respects.

Conditions. GMAC shall be permitted The willingness of the Agent and the Lenders to designateamend the ---------- Original Agreement, and the Purchaser shall be permitted effectiveness of the amendments to accept the designation ofOriginal Agreement contemplated hereby, Additional Accounts, in accordance with Section 2.03(a) only upon are subject to the satisfaction of each of the following conditions precedent: A. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following: (a) This Amendment. (b) True and complete copies of any required stockholders' and/or directors' consents and/or resolutions, authorizing the execution and delivery of this Amendment and the other Documents contemplated hereby, certified by the Secretary of the appropriate Company, if needed. (c) Such other supporting documents and certificates as the Agent or its counsel may reasonably request, within the time period(s) reasonably designated by the Agent or its counsel. (d) The Borrower's Notes, as set forth below, in each case, in the forms attached hereto as EXHIBIT B (collectively, the "New Notes"): --------- --------- (a) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Fleet. (b) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Finova. (c) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to State Street. (d) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable CIBC. B. The Lenders shall have received evidence that (i) the Equity Investors are obligated to make additional cash equity contributions to the Parent of at least $5,000,000 on or before November 1, 1999, (ii) that the Parent is obligated to contribute such $5,000,000 amount to the Borrower upon its receipt of the same from the Equity Investors, and (iii) that the Lenders are made third party beneficiaries of the Equity Investors' and Parent's obligations referenced in clauses (i) and (ii) above. C. The Borrower shall have paid to the Agent in immediately available funds for the Lenders' account the following facility fees in the aggregate amount of $1,050,000 payable to the Lenders as follows: Lender Facility Fee ------ ------------ Fleet $ 237,500 Finova ▇▇▇,▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 200,000 CIBC 375,000 ------------ $1,050,000 D. Voyager Data Services, Inc., a Delaware corporation wholly-owned by the Parent shall have executed and delivered to the Agent a Guaranty, Security and Pledge Agreement in form acceptable to the Agent. E. All legal matters incident to the transactions hereby contemplated shall be reasonably satisfactory to the Agent's counsel and the Lenders shall have received the favorable written opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP, counsel to the Borrower, in form and substance satisfactory to the Lenders. V ACKNOWLEDGMENT OF DEFAULTS: WAIVER. ---------------------------------- A. The Borrower, the Agent and the Lenders hereby acknowledge and agree that Item Nos. 1, 6, 9, 11, 12 and 13 listed on Schedule A hereto each ---------- constitutes a breach of a covenant under the Original Agreement and an Event of Default for all purposes of the Credit Agreement and each of the other Loan Documents (the "Specified Defaults"). But for the waiver provided for below, ------------------ each such Specified Default gives rise to the Agent's and the Lenders' rights to exercise remedies in accordance with ARTICLE IX of the Credit Agreement. B. The Agent and the Lenders hereby waive the right to exercise any remedies in accordance with ARTICLE IX of the Credit Agreement arising solely by reason of the occurrence of the Specified Defaults. Such waiver specified in the preceding sentence is limited to the express terms set forth herein and shall not be deemed to be a waiver of any Default other than the Specified Defaults that may have existed on or prior to the related Addition Date: (i) GMAC shall represent date hereof or that as may hereafter arise, or of any other of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable Lenders' rights under the Credit Agreement or any of the other Loan Documents (other than the rights under the Credit Agreement arising thereunder identified as an Eligible Receivable and conveyed by reason of the Specified Defaults). Neither the granting of the waiver herein nor any prior waivers of Events of Default heretofore effected, give rise to any right to, or expectation of, any waiver by the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Agent and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit Lenders in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections future with respect to any Default, whether or not under circumstances similar to those under which the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as waiver hereunder is being granted or under which previous waivers have been effected, and none of the Addition Date, neither GMAC nor Agent or the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts Lenders shall have been amended any duty to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.waive any other Default, or any right arising with respect thereto, for any purpose whatsoever.

Conditions. GMAC The Lender shall not be permitted obligated to designate, and make any advance of Loan proceeds or other sums under this Agreement or the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each other Loan Documents unless all of the following conditions on shall be satisfied at the time of such advance: (a) no Default or Event of Default shall have occurred under this Agreement which has not been waived by the Lender or cured to the satisfaction of the Lender. (b) the Premises shall not have been injured or damaged by fire or other casualty; or if so damaged, provisions currently and reasonably satisfactory to the Lender shall have been made to effect necessary repair and restoration in accordance with the Loan Documents. (c) the Deed of Trust shall have been recorded in the Real Property Records of Harris County, Texas with all filing fees and taxes ▇▇▇▇efor paid, all prior to the related Addition Date:commencement of any construction on any part of the Premises or the placing of any equipment, supplies or material on the Premises. (d) the Lender shall have received proof of due filing of the Financing Statements and shall have received such other items and instruments as are necessary and appropriate in the opinion of the Lender to perfect a first priority security interest in all property covered by the Deed of Trust and all of the other Loan Documents. (e) with respect to any advance requested by Borrower to pay for construction costs of the Improvements or Off-Site Improvements, there shall have been delivered to the Lender evidence satisfactory to the Lender that (i) after the date of this Agreement, the Borrower has expended not less than an additional $500,000 of its own funds to pay for the construction of such Improvements or Off-Site Improvements (the "Additional Equity"), and (ii) the unadvanced Loan proceeds will be sufficient to pay for completion of all of the Improvements and the Off-Site Improvements in accordance with all Development Requirements; or if such proceeds are not adequate, arrangements currently satisfactory to the Lender shall have been made to provide sufficient funds to complete the Improvements and the Off-Site Improvements in accordance with all Development Requirements. (f) if requested by the Lender, the Borrower shall have furnished to the Lender one or more Officer's Certificates, dated the date of such advance and/or such other evidence as the Lender shall reasonably require, that no Default or Event of Default has occurred which has not been waived by the Lender or cured to the satisfaction of the Lender. (g) if requested by the Lender, the Sales Contract Schedule and a current Development Plan. (h) the Lender shall have approved each Development Agreement currently in existence and shall have received a security interest in each Development Agreement currently in existence. (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC Lender shall have received the Required Deposit in accordance with the terms and provisions of this Agreement, and Guarantor shall have executed and delivered to Lender the Purchaser a duly executed written assignment in substantially the form of Exhibit C Guaranty and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Pledge Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D..

Conditions. GMAC Consummation of the Transactions contemplated by this Agreement (Section 14 is specifically excluded from this Section) is subject to and conditional upon the satisfaction, before the Settlement Date, of all of the following conditions precedent: (a) the Purchaser shall have completed a business, financial and legal due diligence on the Constituent Corporations, which due diligence shall be permitted to designatesatisfactory in the sole and absolute discretion of the Purchaser; (b) White Energy shall have completed a financial and legal due diligence on the Purchaser, which due diligence shall be satisfactory in the sole and absolute discretion of White Energy; (c) Purchaser Shareholder Approval shall have been duly obtained from the Record Purchaser Shareholders by the requisite vote under applicable law and the Purchaser’s Organizational Documents, the Post-Closing Purchaser Directors shall have been duly elected in accordance with applicable law and the Purchaser’s Organizational Documents, the Authorized Share Increase and the Name Change shall have been effected in accordance with applicable law and the Purchaser’s Organizational Documents, and the Purchaser shall have otherwise complied with all of the covenants and conditions regarding business combinations that are contained in the Purchaser’s Prospectus and in its Organizational Documents; (d) the aggregate minimum amount of Purchaser’s Funds, after deduction of the items referred to in clauses (a) and (b) of the definition of Adjusted Funds, that are available to the Purchaser and the Constituent Corporations as at the Settlement Date shall be permitted not less than $74.75 million (the Minimum Amount); (e) except as set forth on Schedule A to accept Exhibit 2 to this Agreement, the designation ofPurchaser shall have no Material Purchaser Liabilities; (f) each Party shall have obtained all regulatory, Additional Accountsshareholder or other Authorizations necessary to implement the Transactions contemplated by this Agreement either unconditionally or on conditions satisfactory to the respective Party acting reasonably; (g) the Vendor shall not have breached, in any material respect, any of the representations and warranties contained in Exhibit 1 of this Agreement; (h) a Prohibited Occurrence has not occurred in respect of any of the Constituent Corporations; (i) the Purchaser shall not have breached, in any material respect, any of the representations and warranties contained in Exhibit 2 of this Agreement; (j) a Prohibited Occurrence has not occurred in respect of the Purchaser; (k) no event shall have occurred which shall have a Material Adverse Effect upon the Constituent Corporations, their Business or the value of the Subject Shares or the Constituent Corporations Shares; (l) no event shall have occurred which shall have a Material Adverse Effect upon the Purchaser, its financial condition or the value of the Purchaser Shares; (m) the Vendor shall have assigned to the Constituent Corporations all of its right, title and interest in and to all of the Material Contracts; (n) all Affiliated Obligations shall be capitalized and terminated and neither WET nor any of the other Constituent Corporations shall have any obligation or liability to White Energy or any of the other Excluded Subsidiaries in respect of such Affiliated Obligations; (o) the Purchaser shall have delivered an opinion of counsel to Purchaser reasonably satisfactory to the Vendor; (p) holders of less than 35% of the 11,500,000 Purchaser Shares issued in the Purchaser’s initial public offering and held by Record Purchaser Shareholders shall have voted against the Transactions and exercised their rights to redeem their shares in accordance with Section 2.03(athe procedures set forth in the Purchaser’s Prospectus and the Purchaser’s Organizational Documents; (q) only upon satisfaction [Intentionally omitted]; (r) the Purchaser shall have delivered to Vendor a fully executed copy of each of the following conditions on or prior an amendment to the related Addition Dateregistration rights agreement dated January [16], 2008 by and among the Purchaser and the Initial Stockholders (as such term is defined therein) party thereto in form and substance mutually satisfactory to the Vendor and Purchaser; (s) [Intentionally omitted]; (t) the sale and issuance of: (i) GMAC any Additional Securities and White Energy Dedicated Securities that constitute or may be included in Assumed Liabilities shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser be issued only on such Addition Date is an Eligible Receivable;terms and conditions that are mutually acceptable to both White Energy and the Purchaser; and (ii) GMAC White Energy Dedicated Securities that (A) are limited to ordinary shares or common shares, (B) do not constitute and are not included in Assumed Liabilities, and (C) may be issued without the approval of the shareholders of White Energy under ASX Rules or the Corporations Act may be issued by White Energy on commercially reasonable terms, without the prior written approval of the Purchaser. (u) White Energy and the Purchaser shall have delivered entered into an agreement with the noteholders pursuant to the convertible note deed dated 10 October 2007 to amend, restate or modify certain terms and conditions of the Assumed Liability reflected in such convertible note deed, all in a manner that shall be mutually satisfactory to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencyWhite Energy; (v) On or before the Schedule date of Accounts mailing of the Purchaser Proxy Statement to the Purchaser Shareholders, White Energy shall have been amended use its reasonable endeavours to reflect procure (but without being legally bound to so procure) from the record holders of not less than 50% (or such Additional Accounts lesser percentage as shall be reasonably acceptable to Purchaser) of the total number of issued and outstanding White Energy Shares entitled to vote at any regular or extraordinary meeting of White Energy shareholders called in whole or in part to consider this Agreement and the Schedule of Accounts as so amended shall be true transactions contemplated hereby (the White Energy Shareholders Meeting), an agreement from such Persons or their authorized representative (collectively, the White Energy Majority Shareholders), in form and correct as content reasonably satisfactory to the Purchaser, to vote all of the Addition DateWhite Energy Shares which such White Energy Majority Shareholders are authorized to vote, in favour of this Agreement and consummation of all of the transactions contemplated hereby (the White Energy Majority Shareholders Consents); (viw) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming shall execute such documentation as is reasonably required by White Energy whereby the items set forth Purchaser shall expressly assume all obligations in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) respect of the Trust Sale and Servicing Agreement shall have been satisfiedpayment of, all Assumed Liabilities; and (viiix) GMAC shall have delivered the delivery of Disclosure Schedules by the disclosing Party to the Purchaser an Opinion of Counsel of GMAC substantially in recipient Party within 14 days after the form of Exhibit D.Execution Date.

Conditions. GMAC At Closing, the Companies shall deliver or cause to ---------- be delivered to UBS Limited one or more stock certificates registered in the name of UBS Limited representing the number of Purchase Shares set forth in Section 2 above. The obligation of the Companies to complete the sale of the Purchase Shares and deliver such stock certificate(s) to UBS Limited at the Closing shall be permitted subject to designatethe following conditions, any one or more of which may be waived by both of the Companies acting together: (i) receipt by the Companies of Federal Funds (or other mutually agreed upon form of payment) in the full amount of the purchase price for the Purchase Shares being purchased hereunder, (ii) the accuracy in all material respects, as of the Closing Date, of the representations and warranties made by the UBS Parties herein and the Purchaser shall be permitted to accept the designation of, Additional Accountsfulfillment, in accordance with Section 2.03(a) only upon satisfaction of each all material respects, as of the following conditions on or Closing Date, of those undertakings of the UBS Parties to be fulfilled prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); Closing, (iii) GMAC the Forward Stock Purchase Agreement shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required been fully executed by the Trust Sale parties thereto and Servicing Agreement, all Collections (iv) receipt by the Companies of a cross-receipt with respect to the Eligible Receivables arising Purchase Shares executed by UBS Limited. UBS Limited's obligation to accept delivery of such stock certificate(s) and to pay for the Purchase Shares evidenced thereby shall be subject to the following conditions: (i) the accuracy in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) all material respects, as of the Addition Closing Date, neither GMAC nor of the Purchaser is insolvent nor shall any of them have been representations and warranties made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts Companies herein and the Schedule of Accounts as so amended shall be true and correct fulfillment in all material respects, as of the Addition Closing Date; , of those undertakings of the Companies to be fulfilled prior to Closing; and (viii) GMAC the UBS Parties shall have received all opinions and certificates to be delivered by the Companies pursuant to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.this Agreement.

Conditions. GMAC Such Incremental Term Loan Commitments shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction as of each of the following conditions on or prior to the related Addition such Increase Effective Date; provided that: (i) GMAC shall represent that as each of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b4.03 shall be satisfied; (ii) of the Trust Sale and Servicing Agreement no Default shall have been satisfiedoccurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (viiiv) GMAC immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in 1117312.02-CHISR02A - MSW calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Purchaser Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Opinion Acquisition that is not conditioned on the obtaining of Counsel any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be limited to those contained in Sections 3.01, 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) the Defaults referred to in Section 4.03(b) and Section 2.23(b)(ii) shall be limited to Significant Events of GMAC substantially in the form of Exhibit D.Default.

Conditions. GMAC (a) Except for representations and warranties expressly made solely as of a prior date, all warranties and representations made by Seller herein to Buyer shall be permitted to designatetrue and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date, except for changes contemplated by this Agreement, and with the Purchaser shall be permitted same effect as if such warranties and representations had been made by Seller to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each Buyer on and as of the following Closing Date; (b) Seller shall have performed and complied in all material respects with all agreements, covenants, and conditions herein required to be performed or complied with on Seller’s part on or prior to the related Addition Closing Date:; (c) each of the Consents that Seller has been able to obtain pursuant to Section 5.4 above, shall have been delivered to Buyer, with no material adverse change to the terms of the Assumed Contracts with respect to which such Consent shall have been obtained, unless Buyer shall have consented in writing to such change; (d) Buyer shall have received duly executed and delivered copies of the consents to the assignment of the Affiliation Agreements to Buyer, such Affiliation Agreements shall be in full force and effect in accordance with their terms, and Seller shall not have received any (i) notice of termination or an intent to terminate, or (ii) notice (including constructive notice by public announcement) that the network or other party to such Affiliation Agreements intends to cease or suspend the network operations contemplated by such Affiliation Agreements, or CBS or Fox, as applicable, shall be willing to enter into a new network affiliation agreement with Buyer on terms and conditions substantially similar in all material respects to the existing Affiliation Agreements or otherwise reasonably acceptable to Buyer; (e) Seller shall be the holder of the FCC Licenses and there shall not have been any modification with respect to such FCC Licenses which has a Material Adverse Effect other than proceedings generally applicable to the television broadcast industry; (f) no proceeding (other than proceedings generally applicable to the television broadcast industry) shall be pending before the FCC, the reasonably likely effect of which would be to revoke, cancel, fail to renew, suspend, or materially adversely modify the FCC Licenses; (g) all applicable waiting periods (and extensions thereunder) under the HSR Act, if applicable, shall have expired or otherwise been terminated; (h) the FCC Consent shall have been granted without any “materially adverse condition” (as defined in Section 5.1(b)) having been imposed upon Seller or Buyer, except as may be the result of Buyer’s actions or failure to take any action reasonably required to obtain such FCC Consent, shall be in full force and effect, and, unless waived by the Buyer, shall have become a Final Order. For the purpose of this Agreement, an action or order of the FCC granting the FCC’s Consent shall be deemed to have become a “Final Order” when such action or order shall have been issued by the FCC in writing, setting forth the FCC Consent, and (i) so long as such action or order shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (ii) so long as no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall be pending, when the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall have expired; and (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts there shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.no Material Adverse Effect.

Conditions. GMAC (a) If the Company’s liability under any of the Reinsured Contracts is changed because of changes in the terms and conditions of the Reinsured Contracts (including to any contract riders or endorsements thereto) that are based on the terms of the Reinsured Contracts or, subject to Section 2.2(b), required due to changes in Applicable Law, the Reinsurer will share in the change proportionately to the Reinsurer’s Quota Share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. Subject to this section, the Company shall not change terms or conditions of any Reinsured Contracts in any material respect without the consent of the Reinsurer. (b) If the Company believes a modification to a Reinsured Contract is required under Applicable Law, the Company will, prior to effecting any such modification, provide to the Reinsurer (x) a memorandum prepared by the Company’s internal counsel summarizing the view that such modification is required under Applicable Law, and (y) if the Reinsurer disagrees with the Company’s view, (A) both Parties shall mutually select a neutral outside counsel with a national reputation in the applicable subject matter area to provide a memorandum as to whether such modification is required under Applicable Law (or, if the Parties cannot mutually agree on such outside counsel, ▇▇▇▇ Reinsurance and Insurance Arbitration Society - US (“▇▇▇▇▇-US”)) shall select such outside counsel) and (B) if such outside counsel, taking into account the situation and circumstances, determines that the modification is required, the position set forth in such memorandum of outside counsel shall be final and binding on the Parties. Notwithstanding the foregoing, if at any time an applicable Governmental Authority informs either Party in writing or informs both Parties orally that the modification is required under Applicable Law, the Company shall be permitted to designatemake such modification. (c) The Reinsurer’s liability under this Agreement shall commence on the Effective Time, and all reinsurance with respect to which the Purchaser Reinsurer shall be permitted liable by virtue of this Agreement shall be subject in all respects to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each terms of the following conditions on or prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, Reinsured Contracts to the extent required paid by the Trust Sale Company. Claims notifications, claim papers and Servicing Agreement, all Collections with respect proofs will be furnished to the Eligible Receivables arising in Reinsurer as soon as reasonably practicable following any written request for such Additional Accounts since items made by the Additional Cut-Off Date within two Business Days after such Addition Date;Reinsurer. (ivd) as In the event of an exchange, replacement or conversion of any Reinsured Contract, the new contract issued by the Company resulting from such exchange, replacement or conversion will be reinsured by the Reinsurer hereunder if such exchange, replacement or conversion is pursuant to the terms of the Addition Dateoriginal contract. No other exchanges, neither GMAC nor replacements or conversions will be reinsured by the Purchaser is insolvent nor Reinsurer hereunder. The Company shall not, directly or indirectly, solicit, assist or target, or allow any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as its Affiliates to, directly or indirectly, solicit, assist or target holders of the Addition Date; (vi) GMAC Reinsured Contracts in connection with any program of internal replacement. The term “program of internal replacement” shall have delivered mean any program instituted, promoted, sponsored, encouraged or supported by the Company or any of its Affiliates that is offered to a class of policyholders and in which any group of Reinsured Contracts is targeted for intended exchange for other policies that are written by the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) Company or any Affiliate of the Trust Sale Company; provided, however, that the actions and Servicing Agreement recommendations of the agents, general agents or brokers of the Company or its Affiliates, acting independently and not at the direction of the Company and its Affiliates, regardless of the effects thereof on the Reinsured Contracts, shall have been satisfied; and (viii) GMAC not constitute a program of internal replacement, and any cooperation or action the Company or its Affiliates need to provide in connection with the independent action of such distribution partners of the Company or its Affiliates shall have delivered not be deemed to the Purchaser an Opinion constitute their assistance or support of Counsel of GMAC substantially in the form of Exhibit D.such action.

Conditions. GMAC (a) The consummation of the contribution by each Rollover Shareholder of the Rollover Shares pursuant to Section 2 hereof shall be permitted subject to designatethe satisfaction or (in the case of clauses (i), (ii) and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a(iii)) only upon satisfaction of each waiver by such Rollover Shareholder of the following conditions on or prior to the related Addition Date: conditions: (i) GMAC shall represent that as the execution and delivery to such Rollover Shareholder by Parent of a copy of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Shareholders Agreement duly executed by Parent; (ii) GMAC shall have delivered to that the Purchaser a duly executed written assignment representations and warranties of Parent contained in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended this Agreement shall be true and correct in all material respects as of the Addition Closing Date; ; (viiii) GMAC that Parent shall have delivered performed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; (iv) the Purchaser a certificate issuance of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through Parent Issued Securities to which such Rollover Shareholder is entitled under Section 2 concurrently with such contribution; and (v) above;the consummation of the Merger immediately following such contribution. (viib) The consummation of the issuance of the Parent Issued Securities by Parent to each Rollover Shareholder pursuant to Section 2 hereof shall be subject to the satisfaction or (in the case of clauses (v), (w) and (x)) waiver by Parent of the following conditions: (v) the conditions set forth in Section 2.7(b) execution and delivery by each Rollover Shareholder of a copy of the Trust Sale Shareholders Agreement duly executed by such Rollover Shareholder, (w) that the representations and Servicing warranties of such Rollover Shareholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (x) that such Rollover Shareholder shall have been satisfiedperformed or complied with in all material respects all covenants required to be performed or complied with by it under this Agreement; and(y) the contribution by such Rollover Shareholder of the Rollover Shares to be contributed by it under Section 2 and (z) the consummation of the Merger immediately following such issuance of the Parent Issued Securities. (viiic) GMAC The contribution to Merger Sub and cancellation of the Cashed-Out Shares pursuant to Section 3 hereof shall have delivered be subject to the Purchaser an Opinion consummation of Counsel of GMAC substantially in the form of Exhibit D.Merger immediately following such cancellation.

Conditions. GMAC 3.1 The sale and purchase of the Shares pursuant to this Agreement is in all respects conditional upon those matters listed in Schedule 1 (Conditions to Completion) (the “Conditions”). 3.2 The Purchaser shall use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 to 3 of Schedule 1 (Conditions to Completion) (the “Purchaser Conditions”) (including, without limitation, complying with its obligations under the GE SPA with regard to the fulfillment of the GE Conditions) as soon as reasonably practicable and in any event on or before the Longstop Date and will notify the Seller, GECC and Arastirma in writing immediately upon the satisfaction of each such condition. Without limitation to the foregoing, the Purchaser undertakes to use all reasonable endeavours to submit its application to obtain the approvals or consents listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) to each relevant regulatory body listed therein within 30 Business Days of the date of signature of this Agreement. 3.3 The Seller (for the benefit of the Purchaser, GECC and Arastirma) shall give such co-operation and assistance in a timely manner to the Purchaser as the Purchaser may reasonably require to fulfil or procure the fulfilment of the Purchaser Conditions. Without limitation to the foregoing, the Seller (for the benefit of the Purchaser, GECC and Arastirma) shall accordingly: (A) take all steps reasonably required to enable the Purchaser to fulfil the Purchaser Conditions as promptly as possible, including assistance with submissions, filings and attendance at such meetings with Governmental Authorities (provided such Governmental Authorities agree to such attendance) as may be reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (B) procure information reasonably required to enable the Purchaser to fulfil the Purchaser Conditions; (C) take all reasonable actions within its power and to the extent permitted by law (including by voting the Shares and, so far as lawful, procuring that its nominees on the board of directors of the Company and Company Group Members support any vote held at board or executive committee level) and in a timely manner to designateprocure that the Company and Company Group Members co-operate with and assist the Purchaser as may be reasonably required in fulfilling the Purchaser Conditions; and (D) to the extent within its power and permitted by law, take all actions and steps it is required to take under or in connection with this Agreement in a co-ordinated and co-operative manner with GECC and Arastirma with a view to ensuring that the fulfilment of the Purchaser Conditions and the GE Conditions is achieved in an efficient and timely manner. 3.4 Subject to sub-clause 3.5 the Purchaser undertakes to keep the Seller (or its advisers) informed regularly as to the progress towards satisfaction of the Purchaser Conditions and undertakes to: (A) notify the Seller (or its respective advisers) of any material communications (whether written or oral) from, and provide the Seller with copies of any material communications from, in each case, the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions where such communications have not been independently or simultaneously supplied to the Seller; (B) provide the Seller (or its respective advisers) with draft copies of all filings or formal submissions and material communications to the BRSA, CMB, Turkish Competition Board and any other Governmental Authority in relation to obtaining any consent, approval or action in relation to the Purchaser Conditions at such time as will allow the Seller a reasonable opportunity to provide comments on such filings, submissions and communications before they are submitted or sent and provide the Seller (or its respective advisers) with copies of all such filings, submissions and communications in the form submitted or sent; and (C) give the Seller: (i) reasonable notice, where practicable, of; and (ii) where permitted by the Turkish Governmental Authority concerned, allow persons nominated by the Seller to attend, all material meetings and telephone calls with the Turkish Governmental Authority concerned in relation to the Purchaser Conditions and, where appropriate, to make any submissions at such meetings or on such calls. 3.5 In circumstances where sub-clause 3.4 requires the Purchaser to disclose to the Seller any documentation containing Confidential Business Information, prior to disclosure the Purchaser shall be permitted entitled to accept redact any Confidential Business Information contained in such documentation, but this sub-clause 3.5 shall not extinguish the designation of, Additional Accounts, Purchaser’s obligation to disclose the remainder of such documentation in accordance with Section 2.03(a) only upon satisfaction of each sub-clause 3.4. 3.6 Each of the following conditions Parties undertakes to disclose in writing to the other (and GECC and Arastirma) any matter which will or may reasonably prevent any of the Conditions from being satisfied on or prior to the related Addition Longstop Date (or any Postponed Longstop Date) immediately after it comes to its attention. 3.7 Subject to sub-clause 3.8, if any of the Purchaser Conditions is not fulfilled by the Purchaser by 5.00 p.m. on the Longstop Date, then either the Purchaser or the Seller may by notifying the other party (and GECC and Arastirma) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and GECC and Arastirma) mutually agree in writing to an extension to a date prior to the Backstop Date, in which event further extensions of the Longstop Date may be made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”). 3.8 The Purchaser or the Seller (as applicable) shall only be entitled to postpone the Longstop Date in accordance with sub-clause 3.7 if: (iA) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment it has complied in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing all material respects with its obligations under this Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viiiB) GMAC it is reasonable to expect that all of the Conditions will be fulfilled by the Backstop Date. 3.9 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clauses 3.7 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.8 of the GE SPA) the Postponed Longstop Date with the effect that all obligations of the parties under this Agreement shall end (except for the provisions of Clauses 17 (Announcements) and 18 (Confidentiality)) but (for the avoidance of doubt) all rights and liabilities of the parties which have delivered accrued before termination shall continue to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.exist.

Conditions. GMAC shall be permitted (a) The obligations of the Company to designate, complete the Repurchase and acquire the Purchaser shall be permitted Shares at the Closing Date pursuant hereto are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction or waiver by the Company on or prior to the Closing Date of each of the following conditions conditions: (i) the representations and warranties of the Stockholder set forth in Section 3 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of such date; (ii) the Stockholder shall have delivered the Shares to the Company; (iii) the Stockholder shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing including, without limitation, those set forth in Section 4; (iv) the Public Offering shall have been closed and all of the 7,000,000 shares of the Common Stock offered thereby shall have been sold therein; and (v) the Company shall have received an opinion of counsel to the Stockholder, in form and substance reasonably satisfactory to the Company and dated as of the Closing Date, as to the matters set forth in Sections 3.1 and 3.2. (b) The obligations of the Stockholder to complete the Repurchase and sell the Shares at the Closing Date pursuant hereto are subject to the satisfaction or waiver by the Stockholder on or prior to the related Addition Closing Date, of each of the following conditions: (i) GMAC the representations and warranties of the Company set forth in Section 2 hereof shall represent that be true and correct in all material respects on the Closing Date as though made on and as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivabledate; (ii) GMAC the Company shall have delivered paid or tendered to the Purchaser a duly executed written assignment in substantially Stockholder the form of Exhibit C and purchase price for the list required to be delivered pursuant to Section 7.02(d)Shares; (iii) GMAC the Company shall have agreed performed in all material respects all obligations required to deliver be performed by it under this Agreement at or prior to the PurchaserClosing including, for deposit without limitation, those set forth in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition DateSection 4; (iv) as the Public Offering shall have been closed and all of the Addition Date, neither GMAC nor 7,000,000 shares of the Purchaser is insolvent nor Common Stock offered thereby shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;sold therein; provided, that nothing contained in this Section 5(b) shall be deemed to limit the Stockholder's right to terminate this Agreement pursuant to Section 7(b); and (v) the Schedule of Accounts Stockholder shall have been amended received an opinion of counsel to reflect such Additional Accounts the Company, in form and substance reasonably satisfactory to the Schedule of Accounts as so amended shall be true Stockholder and correct dated as of the Addition Closing Date; (vi) GMAC shall have delivered , as to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items matters set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale Sections 2.1 and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.2.2.

Conditions. GMAC In addition to any other conditions to the initial Facility A Loan set out in this Agreement, PFG will not make any Loan until PFG shall have received from Borrower, in form and substance satisfactory to PFG, such documents, and completion of such other matters, as PFG may reasonably deem necessary or appropriate, including that there shall be permitted no discovery of any facts or circumstances which would, as determined by PFG in its sole discretion, negatively affect or be reasonably expected to designatenegatively affect the collectability of the Obligations, PFG's security interest in Borrower's Collateral or the value thereof. Notwithstanding the foregoing, Borrower agrees to deliver to PFG each item required to be delivered to PFG in this Schedule as a condition precedent to any Facility A Loan. Borrower expressly agrees that any Loan made prior to the receipt by PFG of any such item shall not constitute a waiver by PFG of Borrower's obligation to deliver such item, and the Purchaser making of any Loan in the absence of a required item shall be permitted to accept in PFG's sole discretion. Without limiting the designation offoregoing, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following as conditions on or prior precedent to the related Addition Date:Facility A Loan, Borrower shall provide (without duplication for Schedule 2-provided deliverables and conditions): (i) GMAC shall represent that as Clause (i) of the related Additional Cut-Off Date each such Additional Account Schedule 2 is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivableincorporated by reference herein; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form Clause (ii) of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Schedule 2 is incorporated by reference herein; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required Clause (iii) of Schedule 2 is incorporated by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datereference herein; (iv) as Clause (iv) of the Addition Date, neither GMAC nor the Purchaser Schedule 2 is insolvent nor shall any of them have been made insolvent incorporated by such transfer nor is either of them aware of any pending insolvencyreference herein; (v) the Clause (v) of Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date2 is incorporated by reference herein; (vi) GMAC shall have delivered to the Purchaser a certificate Clause (vi) of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveSchedule 2 is incorporated by reference herein; (vii) the conditions set forth in Section 2.7(bClause (vii) of the Trust Sale and Servicing Agreement shall have been satisfiedSchedule 2 is incorporated by reference herein; (viii) Clause (viii) of Schedule 2 is incorporated by reference herein; (ix) Clause (xi) of Schedule 2 is incorporated by reference herein; (x) Clause (x) of Schedule 2 is incorporated by reference herein; (xi) Clause (xi) of Schedule 2 is incorporated by reference herein; (xii) Clause (xii) of Schedule 2 is incorporated by reference herein; (xiii) Clause (xiii) of Schedule 2 is incorporated by reference herein; (xiv) Clause (xiv) of Schedule 2 is incorporated by reference herein; (xv) Clause (xv) of Schedule 2 is incorporated by reference herein; (xvi) Section 8(f) of Schedule 2 is incorporated by reference herein; and (viiixvii) GMAC shall have delivered to Clause (xv) of Schedule 2 is incorporated by reference herein. This Schedule 2 forms an integral part of the Purchaser an Opinion Loan and Security Agreement between PARTNERS FOR GROWTH IV, L.P. and the above-borrower of Counsel of GMAC substantially in the form of Exhibit D.even date. 1. LOAN (Section 1.1):

Conditions. GMAC 22.1 This Agreement is conditional: (a) for 5 working days following the date of signing the Agreement by both parties upon the Purchaser determining, after taking such legal and other advice as the Purchaser considers relevant, that the provisions of this Agreement are in all respects suitable and appropriate for the Purchaser. If the Purchaser does not notify the Vendor of any objections to the provisions of this Agreement within the five working days period then this condition will be deemed to be satisfied. This condition is inserted for the sole benefit of the Purchaser. (b) for 5 working days following the date of signing the Agreement by both parties upon the Vendor determining, after taking such legal and other advice as the Vendor considers relevant, that the provisions of this Agreement are in all respects suitable and appropriate for the Vendor. If the Vendor does not notify the Purchaser of any objections to the provisions of this Agreement within the five working days period then this condition will be deemed to be satisfied. This condition is inserted for the sole benefit of the Vendor. (c) the Vendor obtaining a minimum level of sales of the Units which in the Vendor’s sole discretion justifies completion of the Project by 31 March 2022 or such later date or dates elected by the Vendor (in the Vendor’s sole discretion but acting reasonably and in a commercial manner) (“Minimum Sales Date”) by giving notice of such later date(s) to the Purchaser prior to 5pm on the Minimum Sales Date. This condition is inserted for the sole benefit of the Vendor. (d) upon the Vendor obtaining all required Consents for the Subdivision on terms and conditions satisfactory to the Vendor in all respects by 31 October 2022 or such later date or dates elected by the Vendor (in its sole and absolute discretion but acting reasonably and in a commercial manner) (“Consent Date”) by giving notice of such later date(s) to the Purchaser prior to 5pm on the Consent Date. The Vendor shall be permitted have sole and complete discretion as to designatewhether it is satisfied (in its subjective judgement) with any aspect of the Consents, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each Vendor may disapprove any part of the following conditions on or prior Consents without being required to pursue any change to such part. This condition is inserted for the related Addition Date:sole benefit of the Vendor. (ie) GMAC shall represent that as the Vendor has the right to cancel this Agreement should the Local Authority amend the Provisional Plan to reduce the number of units allowed for the related Additional Cut-Off Date each such Additional Account Land and the Purchaser’s Unit is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;no longer available. (iif) GMAC shall have delivered to without limiting the Purchaser a duly executed written assignment in substantially Vendor’s obligations under clause 26.1, the form of Exhibit C Unit Plan depositing under the Land Transfer ▇▇▇ ▇▇▇▇ and the list required to be delivered pursuant to Section 7.02(d); issue of a separate record of title for the Property (iii“Title”) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.30 June 2024.

Conditions. GMAC This Amendment shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) become effective only upon satisfaction of each in full of the following conditions precedent: (a) Agent shall have received on or prior before the Third Amendment Closing Date the following, each in form and substance satisfactory to Agent (and, where indicated, t he applicable Lender) and, unless indicated otherwise, dated as of the related Addition Third Amendment Closing Date: (i) GMAC shall represent that as counterparts of this Amendment, duly executed by the related Additional Cut-Off Date each such Additional Account is an Eligible Account Borrowers and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;Lender Group; and (ii) GMAC such other agreements, instruments, approvals, opinions and other documents as Agent or any Lender may reasonably request. (b) The Term B Lender shall have delivered received the Term B Equity Documents (as hereinafter defined) in form and substance satisfactory to the Purchaser a duly executed written assignment in substantially Term B Lender. (c) Agent shall have received from the form Borrowers, for the benefit of Exhibit C the Term B Lender, the Third Amendment Commitment Fee and the list required Third Amendment Use Fee, which Third Amendment Commitment Fee and the Third Amendment Use Fee shall be fully earned as of the date of this Amendment; the parties hereto agree that the Term B Commitment Fee and the Term B Use Fee shall be paid from the proceeds of the Term B Loan. (d) The several counsel to be delivered pursuant to Section 7.02(d)the members of the Lender Group shall have received payment, in immediately available funds, of all accrued and unpaid attorneys fees and expenses constituting Lender Group Expenses incurred in connection with this Amendment and the transactions contemplated hereunder or reasonably ancillary hereto; (iiie) GMAC shall have agreed to deliver to The representations and warranties in this Amendment, the PurchaserLoan Agreement as amended by this Amendment, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended other Loan Documents shall be true and correct in all respects on and as of the Addition Datedate hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); (vif) GMAC No Default or Event of Default shall have delivered to occurred and be continuing on the Purchaser a certificate date hereof, nor shall result from the consummation of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) abovetransactions contemplated herein; (viig) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the conditions set forth in Section 2.7(b) consummation of the Trust Sale and Servicing Agreement transactions contemplated herein shall have been satisfiedissued and remain in force by any governmental authority against Borrowers or the Lender Group; and (viiih) GMAC All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Agent and its counsel.

Conditions. GMAC shall be permitted 6.1 Mutual Conditions in Favour of Naturo and BevCanna The respective obligations of BevCanna and Naturo to designate, and complete the Purchaser shall be permitted transactions contemplated herein are subject to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the BevCanna Shareholder Approval (if required) and the Naturo Shareholder Approval shall have been obtained in accordance with the provisions of the BCBCA and the requirements of any applicable regulatory authority; (b) each of the BevCanna Board and the Naturo Board shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by BevCanna, Newco and Naturo, to permit the consummation of the Amalgamation and all other matters contemplated in this Agreement; (c) the CSE shall have conditionally approved the Amalgamation (“CSE Conditional Approval”) including the listing on or the CSE of the BevCanna Shares to be issued pursuant to the Amalgamation, under the CSE rules and policies and such other matters as may require CSE approval in order to give effect to the transactions contemplated hereby; (d) the number of Naturo Shares that are the subject of a notice of Naturo Dissent Rights that has not been withdrawn shall not exceed 10% of the total number of Naturo Shares issued and outstanding prior to the related Addition Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible ReceivableEffective Time; (iie) GMAC there shall have delivered to be no material legal proceedings or threatened material legal proceedings involving Naturo, BevCanna and/or the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Amalgamation; (iiif) GMAC shall have agreed to deliver the distribution of the BevCanna Shares pursuant to the PurchaserAmalgamation shall be exempt from prospectus and registration requirements under Applicable Securities Laws of Canada and, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections except with respect to the Eligible Receivables arising persons deemed to be “control persons” of BevCanna under such Applicable Securities Laws, such BevCanna Shares shall not be subject to any resale restrictions in Canada under such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfiedApplicable Securities Laws; and (viiig) GMAC shall have delivered the distribution of the BevCanna Shares pursuant to the Purchaser an Opinion Amalgamation shall be exempt from the registration requirements of Counsel of GMAC substantially the 1933 Act pursuant to Section 3(a)(10) thereof and shall not be subject to resale restrictions in the form United States under the 1933 Act (other than as may be prescribed by Rule 144 and Rule 145, as applicable, under the 1933 Act). (h) there shall not be in force any order or decree restraining or enjoining the consummation of Exhibit D.the transactions contemplated by this Agreement and the Amalgamation. The foregoing conditions are for the mutual benefit of the Parties and may be waived by mutual consent of Naturo and BevCanna in writing at any time. No such waiver shall be of any effect unless it is in writing signed by both Parties.

Conditions. GMAC shall be permitted to designate, and Notwithstanding the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with provisions of Section 2.03(a2(a) only upon satisfaction of each of the following conditions on or prior to the related Addition Datehereof: (i) GMAC shall represent that as the obligations of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Company to indemnify Indemnitee pursuant to Section 2(a) hereof shall be subject to the Purchaser on such Addition Date condition that the Reviewing Party shall have determined (in a written opinion) which may be a so-called “reasoned opinion” in any case in which Independent Legal Counsel is an Eligible Receivable;the Reviewing Party) that Indemnitee would be permitted to be indemnified under the DGCL, and under the Company’s Certificate of Incorporation or By-Laws or this Agreement; and (ii) GMAC shall have delivered an Expense Advance to the Purchaser a duly executed written assignment in substantially the form of Exhibit C and the list required to be delivered indemnitee pursuant to Section 7.02(d);2(a) hereof shall be subject to the condition that, if, when and to the extent that the Reviewing Party is unable to determine that Indemnitee would be permitted to be so indemnified under applicable law, or under the Company’s Certificate of Incorporation or By-laws or this Agreement, the Company shall be entitled to reimbursement by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. (If the Reviewing Party is Independent Legal Counsel, such inability to make such determination shall be deemed to have occurred if Independent Legal Counsel is unable to provide a written opinion, which may be a so-called “reasoned opinion,” that Indemnitee would be permitted to be so indemnified under applicable law, or under the Company’s Certificate of Incorporation or By-laws or the Agreement.) Indemnitee’s obligation, if any, to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged on such obligation, and the Expense Advance shall be made without any right of the Company to demand from Indemnitee any information or assurances concerning Indemnitee’s ability to repay the Expense Advance; but (iii) GMAC No determination under clause (i) above shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, be required to the extent required by that Indemnitee has been successful on the Trust Sale and Servicing Agreement, all Collections with respect merits or otherwise in defense of any Claim or as to the Eligible Receivables any issue or issues arising in connection with such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Claim.

Conditions. GMAC 5.1 Mutual Conditions in Favour of Bravura and RedLion (a) the RedLion Shareholder Approval shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, have been obtained in accordance with Section 2.03(athe provisions of the BCBCA and the requirements of any applicable regulatory authority; (b) only upon satisfaction the Bravura Shareholder Approval shall have been obtained in accordance with the requirements of the TSXV; (c) prior to Effective Date, Bravura shall have completed a consolidation of the Bravura Common Shares on the basis of five (5) pre-consolidation shares for one (1) post- consolidated share; (d) each of the following conditions RedLion Board and the Bravura Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by RedLion and Bravura to permit the consummation of the Amalgamation and all other matters contemplated in this Agreement; (e) the TSXV shall have accepted notice for filing of and approved all transactions of Bravura contemplated herein or necessary to complete the Amalgamation, subject only to compliance with the usual requirements of the TSXV, as applicable; (f) the TSXV shall have conditionally approved the listing on or prior the TSXV of the Bravura Common Shares to be issued pursuant to the related Addition Date:Amalgamation and the RedLion Options, on terms and conditions acceptable to each of the Parties, acting reasonably; (g) Newco shall not have engaged in any business enterprise or other activity or had any assets or liabilities; (h) the Bravura Common Shares to be issued to persons in the United States pursuant to the Amalgamation and the RedLion Options shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D under the 1933 Act; and (i) GMAC shall represent that as the distribution of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Bravura Common Shares pursuant to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C Amalgamation and the list required to RedLion Options shall be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaserexempt from prospectus and registration requirements under applicable securities Laws of Canada and, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections except with respect to persons deemed to be “control persons” of Bravura under such securities Laws, such Bravura Common Shares shall not be subject to any resale restrictions in Canada under such securities Laws, other than TSXV escrow and seed share matrix resale restrictions. The foregoing conditions are for the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as mutual benefit of the Addition Date, neither GMAC nor the Purchaser Parties and may be waived by mutual consent of Bravura and RedLion in writing at any time. No such waiver shall be of any effect unless it is insolvent nor shall in writing signed by both Parties. If any of them have been made insolvent such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 5.4, any Party may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.terminating Party.

Conditions. GMAC This Amendment shall be permitted to designate, and become effective as of the Purchaser shall be permitted to accept date (the designation of, Additional Accounts, in accordance with Section 2.03(a“First Amendment Effective Date”) only upon satisfaction of which each of the following conditions on is satisfied (or waived by the Investor): (a) The Company and the Investor shall have duly executed and delivered this Amendment. (b) The Company, the applicable Subsidiaries of the Company, the Lenders and Oaktree shall have duly executed and delivered the Oaktree Second Amendment, in form and substance satisfactory to the Investor. (c) The Investor shall have received payment in cash from the Company of an amendment fee in the amount of $100,000, which amendment fee shall be payable in immediately available funds, fully earned when paid and shall not be refundable for any reason whatsoever. (d) The Company shall have paid all reasonable and documented out-of-pocket expenses incurred by the Investor in connection with the transactions contemplated by this Amendment, including but not limited to reasonable and documented out-of-pocket fees, charges and disbursements of outside counsel to the Investor incurred prior to or on the related Addition First Amendment Effective Date:. (ie) GMAC shall represent that as Immediately before and immediately after giving effect to this Amendment and the Oaktree Second Amendment and the consummation of the related Additional Cut-Off Date each such Additional Account is an Eligible Account transactions contemplated hereby and that each Receivable arising thereunder identified as an Eligible Receivable thereby, no Event of Default shall have occurred and conveyed to the Purchaser on such Addition Date is an Eligible Receivable;be continuing. (iif) GMAC shall have delivered to the Purchaser a duly executed written assignment The representations and warranties set forth in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (v) the Schedule of Accounts shall have been amended to reflect such Additional Accounts and the Schedule of Accounts as so amended 3 shall be true and correct in all material respects on and as of the Addition Date; First Amendment Effective Date (vi) GMAC shall have delivered or, if made as of a specific date, as of such date); provided, that to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent that any such representation or warranty is qualified by the items set forth term “material” or “Material Adverse Effect,” such representation or warranty (as so written, including the term “material” or “Material Adverse Effect”) shall be true and correct in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) all respects as of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.First Amendment Effective Date or such other date, as applicable.