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 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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Dogus SPA with regard to the fulfillment of the Dogus Conditions) as soon as reasonably practicable and in any event on or before the Longstop Date and will notify the Seller and Dogus 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 and Dogus) 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 and shall use all reasonable endeavours to fulfil or procure the fulfilment of the condition listed in paragraph 4 of Schedule 1 (Conditions) (the “Seller’s Condition”). Without limitation to the foregoing, the Seller (for the benefit of the Purchaser and Dogus) 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; (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 Dogus with a view to ensuring that the fulfilment of the Purchaser Conditions and the Dogus Conditions is achieved in an efficient and timely manner; and (E) in relation to the Seller’s Condition, the Seller undertakes: (i) to use all reasonable endeavours to submit its application to the BRSA within 5 Business Days of signature of this Agreement with regard to the GECC-Arastirma Transaction; (ii) to notify the Purchaser immediately if the Seller becomes aware that it is required to obtain any regulatory consent or approval in relation to the GECC-Arastirma Transaction in addition to the approval of the BRSA; and (iii) not to take any step or action in relation to the fulfillment of the Seller’s Condition that would or reasonably may delay or frustrate the fulfillment of the Purchaser’s Conditions in a 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 Dogus) 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 In relation to the Seller’s Condition: (iA) GMAC the Seller may waive at any time by notice in writing to the Purchaser the Seller’s Condition; (B) the Seller’s Condition shall represent that be waived immediately upon notice in writing from the Purchaser to the Seller, which notice may be sent by the Purchaser at any time 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 earlier of: (i) the fulfillment of the Purchaser on such Addition Date is an Eligible Receivable; Conditions; and (ii) GMAC shall have delivered any regulatory consent or approval being required in relation to the Purchaser a duly executed written assignment Seller’s Condition in substantially addition to the form approval of Exhibit C the BRSA, in which event, Arastirma will take on, mutatis mutandis, the Seller’s obligations under this Agreement and the list required Seller shall in such event procure that Arastirma complies with, and shall be jointly and severally liable with Arastirma in respect of any breach of, such obligations under this agreement. 3.8 Subject to sub-clause 3.9, 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 Dogus) within 5 Business Days of the Longstop Date postpone the Longstop Date to (but not before) the Backstop Date, unless the Parties (and Dogus) 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 delivered pursuant made on the same basis (the Longstop Date, as so postponed, being the “Postponed Longstop Date”). 3.9 The Purchaser or the Seller (as applicable) shall only be entitled to Section 7.02(d);postpone the Longstop Date in accordance with sub-clause 3.8 if: (iiiA) GMAC shall have agreed to deliver to the Purchaser, for deposit it has complied 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. 3.10 This Agreement shall terminate if any of the Conditions has not been satisfied at the Longstop Date or (where postponed in accordance with sub-clause 3.8 of this Agreement or, subject to sub-clause 11.1(B)(iii), sub-clause 3.7 of the Dogus 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 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 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 (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 obligations of each of AHC and AmSurg to designateconsummate Recapitalization, the Exchange and the Purchaser shall be permitted Distribution 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 conditions, unless otherwise waived in writing: (a) The IRS Ruling shall have been granted in form and substance satisfactory to AHC, in its sole discretion; (b) A Registration Statement on Form 10 under the Exchange Act (or, if deemed appropriate by AmSurg and AHC, a Registration Statement under the Securities Act and a Registration Statement under the Exchange Act) with respect to each class of common stock of AmSurg to be distributed in the Distribution and each class of common stock of AmSurg into which such class or prior classes may be converted shall have been declared effective by the SEC or shall otherwise have become effective under the Exchange Act and, if applicable, the Securities Act; (c) The shares of each tradable class of common stock of AmSurg to be distributed in the Distribution and each class of common stock into which such class or classes may be converted shall have been approved for listing on a national securities exchange or for inclusion on the Nasdaq National Market or such other trading market as the parties may agree; (d) The Recapitalization and the Exchange shall have been approved by the holders of at least a majority of the voting power of the outstanding shares of capital stock of AmSurg at a meeting of the shareholders of AmSurg and, if dissenters' rights apply, holders of no more than 5% of the outstanding shares of common stock of AmSurg shall have indicated their intent to seek appraisal for their shares under the Tennessee Business Corporation Act; (e) The holders of the Series A Redeemable Preferred Stock and Series B Convertible Preferred Stock, without par value, of AmSurg shall have approved the modification and waiver of their rights to elect one director of AmSurg effected through the AmSurg Charter and the Shareholders' Agreement, dated as of April 2, 1992, as amended by Amendment No. 1 dated September 27, 1993 and Amendment No. 2, dated as of November 20, 1996, by and among AmSurg and the persons identified on the signature pages thereto as the Founding Investors, the Founding Management and the Preferred Stock Purchasers, in each case so as to permit AHC to distribute "control" within the meaning of Section 368(c) of the Code; 2 3 (f) The Special Committee of the Board of Directors of AmSurg shall have received an opinion, acceptable to it, of J.C. ▇▇▇▇▇▇▇▇ & ▇o. as to the related Addition Date: fairness, from a financial point of view, of the Recapitalization, Exchange and Distribution to shareholders of AmSurg other than AHC and such other opinions as may be deemed appropriate by such committee and such opinion or opinions shall not have been withdrawn; (g) The Board of Directors of AHC shall have received an opinion, acceptable to it, of Morg▇▇ ▇▇▇▇▇▇ & ▇o., Inc. as to the fairness, from a financial point of view, of the Recapitalization, the Exchange and the Distribution to the stockholders of AHC, a favorable opinion of Houlihan, Lokey, Howa▇▇ & ▇uki▇ ▇▇ to certain solvency issues and such other opinions as may be deemed appropriate by the Board of Directors of AHC and such opinions shall not have been withdrawn; (h) There shall be no proposed legislation or regulation introduced which, if adopted, would have the effect of amending the Code so as to alter in any materially adverse respect the substantially tax-free treatment of the Distribution under Section 355 of the Code or the classification of the Recapitalization and Exchange as a tax-free organization under Section 368(a)(1)(E) of the Code; (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 The matters set forth in Section 2.7(b2.7(a), (c), (d), (e) of the Trust Sale and Servicing Agreement (f) shall have been satisfiedapproved by the shareholders of AmSurg; and and (viiij) GMAC Any required waiting period applicable to the Exchange or the Distribution under the HartScott-Rodi▇▇ ▇▇▇itrust Improvements Act of 1976, as amended, shall have delivered expired or otherwise terminated and AHC and AmSurg shall each have obtained such other consents and approvals of federal, state and local governmental authorities and other third parties as shall be deemed necessary or appropriate by the Boards of Directors of AHC and AmSurg in connection with the transactions contemplated hereby, and there shall be no suit or governmental proceeding pending or overtly threatened that would challenge the validity of or seek to enjoin the Purchaser an Opinion of Counsel of GMAC substantially in Recapitalization, the form of Exhibit D.Exchange or the Distribution.

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 An Additional Member or Substituted Member shall be admitted to the Company with all the rights and obligations of a Member effective on the date such Person’s name is recorded on the books and records of the Company if (i) all applicable conditions of Article 7 are satisfied and (ii) such Additional Member or Substituted Member, if not already a party to this Agreement, shall have executed and delivered to the Company an Addendum Agreement in the form attached as Exhibit B (an “Addendum Agreement”) and such other documents or instruments as may be required to effect the admission of such Additional Member or Substituted Member. No Disposition or issuance of Membership Interests otherwise permitted to designate, and the Purchaser or required by this Agreement shall be effective, no Member shall have the right to substitute a transferee as a Member in its place with respect to any Membership Interests acquired by such transferee in any Disposition and no purchaser of newly issued Membership Interests from the Company shall be deemed to be a Member if the foregoing conditions are not satisfied. Upon the admission of an Additional Member or Substituted Member, the Company shall update the Members’ Schedules as appropriate. Any Member who Disposed of all of such Member’s Membership Interests in one or more Dispositions permitted pursuant to accept the designation of, Additional Accounts, in accordance with this Section 2.03(a) only upon satisfaction of each 3.7 and Article 7 shall cease to be a Member as of the following date of the last such Disposition; provided, that, notwithstanding anything to the contrary in this Agreement, such Member shall not be relieved of any liabilities that arise under or are incurred by such Member pursuant to the terms and conditions on or of this Agreement prior to the related Addition Date: (i) GMAC time such Member Disposes of any Membership Interests or ceases to be a Member hereunder and such Member 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 continue to be subject 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 terms of Exhibit C Sections 6.1(f), 10.4, 11.4, 13.1 through 13.3, 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) 13.5 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.13.10.

Conditions. GMAC (1) The Purchaser shall and shall procure that his agents shall forthwith upon the signing of this Agreement conduct such review of the assets, liabilities, operations and affairs both of the Company and Media Creative as it may reasonably consider appropriate and the Vendors shall provide and procure the Company and/or Media Creative to provide such assistance as the Purchaser or his agents may reasonably require in connection with such review so as to enable the review to be permitted to designate, completed on or before 12:00 noon on the date falling 60 days from the date of this Agreement or such later date as the Vendors and the Purchaser may agree under Clause 3.3. (2) The Vendors shall be permitted to accept and shall procure that his agents shall forthwith upon the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction signing of each this Agreement conduct such review of the following conditions assets, liabilities, operations and affairs of the Purchaser and the Parent as it may reasonably consider appropriate and the Purchaser and the Parent shall provide such assistance as the Vendors or their respective agents may reasonably require in connection with such review so as to enable the review to be completed on or prior to before 12:00 noon on the related Addition Datedate falling 60 days from the date of this Agreement or such later date as the Vendors and the Purchaser may agree under Clause 3.3. 3.2 Completion is conditional upon: (i1) GMAC shall represent that as the Purchaser being satisfied at its sole and absolute discretion with the results of the related Additional Cut-Off Date each such Additional Account is an Eligible Account due diligence review to be conducted under Clause 3.1(1); (2) the Vendors being satisfied at their sole and that each Receivable arising thereunder identified as an Eligible Receivable absolute discretion with the results of the due diligence review to be conducted under Clause 3.1(2); (3) the Vendors' Warranties (save and conveyed except the Vendors' Schedule of Exceptions) remaining true and accurate in all respect; (4) the Purchaser's Warranties (save and except the Purchaser's Schedule of Exceptions) remaining true and accurate in all respect; (5) the Valuation Report having been delivered by the Vendors (or any of them) to the Purchaser; (6) the Vendors' Schedule of Exceptions having been delivered by the Vendors in a form reasonably satisfactory to the Purchaser on such Addition Date is an Eligible Receivable;as contemplated by Clause 7.10 of this Agreement and the Purchaser's Schedule of Exceptions having been delivered by the Purchaser in a form reasonably satisfactory to the Vendors as contemplated by Clause 8.10 of this Agreement; and (ii7) GMAC shall have the Vendors (or any of them) having delivered to the Purchaser a duly executed written assignment consolidated audited financial statements for the Company prepared in substantially accordance with US Generally Accepted Accounting Principles for the period from the date of its incorporation until the Last Accounts Date and such financial statements shall be in a form of Exhibit C suitable for filing with the U.S. Securities 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 Exchange Commission as required by Form 8-K promulgated under 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;Securities Act. (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall 3.3 If 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 out in Section 2.7(bClause 3.2 has not been satisfied on or before 12:00 noon on the date falling 60 days from the date of this Agreement or such later date as the Purchaser and the Vendors may jointly agree, this Agreement shall cease and terminate (save and except Clause 11 which shall continue to have full force and effect) and none of the Trust Sale and Servicing parties to this Agreement shall have been satisfied; and (viii) GMAC shall have delivered to any obligations and liabilities hereunder against or towards one another save for any antecedent breaches of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.terms hereof.

Conditions. GMAC shall be permitted Subject to designateClause 6.5 (relating to the possibility of having a deferred Closing in respect of JV Eurecat), and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only Closing is conditional upon satisfaction of each or waiver of the following conditions on or prior to the related Addition Dateprecedent: (i) GMAC shall represent that 4.1.1 In accordance with the HSR Act and other Competition Laws, all filings in the United States of America, Brazil, Finland, France, Germany, and Japan, and such other required jurisdictions as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Seller 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 may mutually agree, shall have delivered to the Purchaser a duly executed written assignment been made and all consents, approvals, notices, judgments or other actions in substantially the form respect 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 Accountsuch filings, to the extent that same is legally required by the Trust Sale and Servicing Agreementto proceed with Closing, 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 obtained on terms acceptable to reflect such Additional Accounts Purchaser and Seller and all compulsory waiting periods (including extensions thereto) under said filings shall have expired or been earlier terminated, provided that the Schedule terms of Accounts as so amended any consents, approvals, notices, judgments or other actions shall be true deemed acceptable to Seller and correct as Purchaser unless such terms impose conditions, limitations or restrictions that would materially adversely affect the operations of the Addition DateGroup or of Purchaser’s Group; (vi) GMAC shall have delivered to the Purchaser a certificate 4.1.2 In respect of an Authorized Officer of GMAC confirming the items set forth in clauses JV Brazil, (i) through Petrobras Quimica S.A. shall have waived or elected not to exercise any right of first refusal or other similar rights to acquire the Shares in JV Brazil, and (vii) abovethe relevant corporate body of JV Brazil shall have approved the transfer of the Shares in JV Brazil to the relevant Share Purchaser of the Shares in JV Brazil, and Purchaser shall have received written evidence of the foregoing; 4.1.3 In respect of JV Japan, the relevant corporate body of JV Japan shall have approved the transfer of the Shares in JV Japan to the relevant Share Purchaser of the Shares in JV Japan, and Purchaser shall have received written evidence of the foregoing; 4.1.4 In respect of JV Eurecat, either (viii) IFP Investissements SA shall have waived or elected not to exercise its right of first refusal or other similar rights to acquire the Shares in JV Eurecat, or (ii) the conditions set forth in Section 2.7(b) relevant corporate body of JV Eurecat shall have approved the transfer of the Trust Sale Shares in JV Eurecat to the relevant Share Purchaser of the Shares in JV Eurecat, and Servicing Agreement Purchaser shall have been satisfiedreceived written evidence of the foregoing; 4.1.5 No court or Governmental Authority of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and enjoins, restrains or prohibits this Agreement or the consummation of any of the transactions contemplated hereby; 4.1.6 There shall not be pending or threatened any action or proceeding by a bona fide third party (including any Governmental Authority) seeking to enjoin or restrain consummation of the transactions contemplated by this Agreement; and (viii) GMAC 4.1.7 Between the Signing and the Closing Date, there shall have delivered not occurred (i) the destruction of all or substantially all of the Amsterdam Site or the Pasadena Site, or (ii) any other such event that has or is likely to have a material adverse effect only on the Purchaser an Opinion Group or the Operations, taken as a whole, and not arising as a result of Counsel the announcement of GMAC substantially in the form of Exhibit D.Transaction (“Material Adverse Change”).

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 The SUBLEASE shall be permitted expressly conditioned on the following: (a) This SUBLEASE shall not be effective unless and until OVERLANDLORD provides its written consent to designatethe SUBLEASE by SUBLESSOR to SUBLESSEE. SUBLESSOR will diligently pursue said consent. (b) This SUBLEASE shall not be effective unless and until SUBLESSEE furnishes to SUBLESSOR a certificate of insurance for Pollution Legal Liability policy naming SUBLESSOR as an additional insured with the following limits: (i) $3 million per incident and (i) $6 million aggregate. (c) SUBLESSEE agrees to be bound by the terms of the prime lease, and which is incorporated herein by reference PRIME LEASE. For purposes of this SUBLEASE, wherever in PRIME LEASE the Purchaser word "Lessor" or "Landlord" is used it shall be permitted deemed to accept mean the designation of, Additional Accounts, SUBLESSOR herein and wherever in accordance with Section 2.03(a) only upon satisfaction the PRIME LEASE the word "Lessee" or `Tenant" is used it shall be deemed to mean the SUBLESSEE herein. During the term of each of the following conditions on or this SUBLEASE and for all subsequent periods for obligations which have arisen prior to the related Addition Date:termination of this SUBLEASE, SUBLESSEE expressly agrees to comply with all obligations of SUBLESSOR under the PRIME LEASE, for the benefit of SUBLESSOR and Landlord, except in the event of a conflict between the terms of this SUBLEASE and the PRIME LEASE, in which case the terms of this SUBLEASE shall prevail. (d) SUBLESSOR will provide to SUBLESSEE the following reports: o Permit Rule FTU Closure Certification Report for ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇, dated July 2002 o Facility closure Report for 44358 & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇, dated July 2002. The closure reports have been issued by Earth Tech. Verbal acceptance of the results included in these reports has been received by SUBLESSOR from regulatory authorities. SUBLESSOR will provide to SUBLESSEE copies of these reports and will provide to SUBLESSEE copies of final findings provided by regulatory authorities. (e) Without in any way limiting the generality of the provisions of subparagraph (c) above, the requirements for SUBLESSEE'S use of hazardous materials, and its compliance with all applicable laws, are set forth in Article Sixteen of the PRIME LEASE, and are incorporated as though fully set forth herein. SUBLESSEE expressly agrees to comply with the terms of Article Sixteen of the PRIME LEASE (with SUBLESSEE assuming the obligations and liabilities of Article 16 applicable to Lessee), including but not limited to the indemnity provisions contained therein, and will comply with all applicable state, federal, and local environmental rules and regulations. (f) SUBLESSEE providing to SUBLESSOR a security deposit (the "Deposit") in the amount of $100,000 Dollars as security for SUBLESSEE'S performance of all its obligations hereunder pursuant to Paragraph (9) below. (g) The requirements for SUBLESSEE'S use of the DEMISED PREMISES are contained throughout the PRIME LEASE, which is incorporated herein, and particularly in Article Six, which pertains to the condition of the DEMISED PREMISES, and maintenance, repair, and alterations. SUBLESSEE express agreement to comply with the terms of Article Six, including but not limited to Section 6.02, which shall apply to exempt the SUBLESSOR from Liability. (h) SUBLESSEE'S acceptance of the condition of roof, structural, HVAC systems. (i) GMAC shall represent that as SUBLESSOR to provide SUBLESSEE Copies of all existing drawings and professional reports (unless privileged) on the property within five (5) days 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;execution of this SUBLEASE. (iij) GMAC shall have delivered to the Purchaser a duly executed written assignment in substantially The execution by GUARANTOS of the form of guaranty acceptable to SUBLESSOR and attached as Exhibit C and the list required to be delivered pursuant to Section 7.02(d);B. (iiik) GMAC shall have agreed to deliver Upon satisfaction of the foregoing conditions, SUBLESSEE may take possession of the DEMISED PREMISES, SUBLESSEE'S obligations under this SUBLEASE, including but not limited to the Purchaserrental obligations shall commence immediately upon the satisfaction of the foregoing conditions, for deposit in whether or not SUBLESEE has physically taken possession of the Collection AccountDEMISED PREMISES. (l) In the event that any of the foregoing conditions are not met by August 16, 2002, this SUBLEASE shall be null and void, with no obligations or liability by either party 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.other.

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 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 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 Section 5.01 Conditions to the Depositor's Obligations. The obligations of the Depositor to provide the Company with the consideration provided for herein, and of the Certificateholders to make Fundings on any Funding Date, 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 of the following conditions on or prior to the related Addition Dateconditions: (ia) GMAC On or before the Initial Delivery Date, the Depositor, the Servicer, the Special Servicer, the Servicing Advisor and the Trustee shall represent that as of have entered into the related Additional Cut-Off Date each such Additional Account is an Eligible Account Trust Agreement and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed the Servicing Agreement (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(dextent they are parties thereto); (iiib) GMAC On the Initial Delivery Date, the Certificates to be sold on such Date shall have agreed to deliver to been issued and sold and the PurchaserDepositor shall have received the full consideration due it upon the issuance of such Certificates. (c) No Default (other than a Servicing Advisor Default), for deposit in the Collection AccountDepositor Event of Default, to the extent required by the Trust Sale Servicer Event of Default, Special Servicer Event of Default or Servicing Advisor Event of Default shall have 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; (ivd) as The Company shall have delivered all other information previously required or reasonably requested by the Depositor, the Trustee or the Certificateholder Agent to be delivered by the Company hereunder, duly certified by an officer of the Addition DateCompany, neither GMAC nor shall have complied with Section 2.04 and shall have substantially performed all other obligations required to be performed by it pursuant to the Purchaser is insolvent nor shall any terms of them have been made insolvent by such transfer nor is either of them aware of any pending insolvencythe Transaction Documents; (ve) All representations and warranties of the Company contained in Sections 3.01(a) and (b) and all information provided in any Loan Schedule of Accounts (including any related Funding Report and Pending Credit Schedule), as applicable, shall have been amended to reflect such Additional Accounts be true and correct on the Schedule of Accounts as so amended relevant Acquisition Date, all representations and warranties in Sections 3.01(c) shall be true and correct as of each Acquisition Date, and the Addition Date; (vi) GMAC Company shall have delivered to the Purchaser a certificate of Depositor and the Trustee an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveOfficer's Certificate to such effect; (viif) Within two (2) Business Days of each Acquisition Date, as applicable, the conditions set forth Company shall have delivered, or cause to have been delivered, to the Trustee, in the manner contemplated by Section 2.7(b) of 3.01(a)(iii), the Trust Sale original manually executed Note relating to the Loans being acquired, all other original documents evidencing such Loans (except as otherwise contemplated by Section 3.01(a)(iii)), and Servicing Agreement the other items comprising the Loans Files relating to such Loans, and there shall have been satisfiedmade all filings, recordings or registrations, and there shall have been given or taken any notice or any other action, as applicable, as may be necessary in the reasonable opinion of the Depositor, the Trustee and the Certificateholder Agent, in order to establish and preserve the right, title and interest of the Depositor and the Trustee in the Loan Assets; (g) On or prior to the second Business Day following delivery of each of the documents specified in Section 3.01(a)(iii), the Servicer and the Special Servicer shall have received a copy of such documents; and (viiih) GMAC On or before the Initial Delivery Date, the Depositor, the Servicer, the Special Servicer, the Servicing Advisor and the Trustee shall have delivered entered into the Trust Agreement and the Servicing Agreement (to the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.extent they are parties thereto).

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 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 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 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 Amortization Event to occur; (v) the Schedule Transferor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Accounts shall have been amended Counsel with respect to reflect such the Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) except in the Schedule case of Accounts as so amended shall be true and correct as of the Addition Date;an addition required by Section 2.06(a), a Tax Opinion with respect to such 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 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 A. Seller shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account have performed, observed and that each Receivable arising thereunder identified as an Eligible Receivable complied with all covenants, agreements and conveyed 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 B. 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 Date;Closing Date and Seller will deliver to Purchaser at Closing a certificate to that effect. C. All Key Tenants of the Leases shall be occupying the Property and operating its business at the Property and none of the Key Tenants, as defined herein, shall be in default in the payment of rent or performance of any other material obligation under their respective leases. D. Seller shall deliver to Purchaser prior to Closing, duly executed originals of estoppel certificates (vithe “Estoppel Certificates”) GMAC shall have delivered from Bank of America, Buffalo Wild Wings, ▇’▇▇▇▇▇▇ Auto Parts and Anytime Fitness, (the “Key Tenants”) and from other tenants representing at least seventy percent (70%) of leased area of the Property (herein the “Required Tenant Estoppels”), exclusive of the area of the Property leased to the Key Tenants under the Leases, on the form attached hereto as Exhibit “D” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver the Required Tenant Estoppels to Purchaser prior to Closing in the required form, without modification, each Estoppel Certificate shall not be dated more than sixty (60) days before Closing, and each such Estoppel Certificate shall state no claim of offset by the tenant, no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a certificate default by Seller under any Lease within the aforesaid time period. Each Guarantor of a Lease shall execute the attached Guarantee Estoppel attached hereto as Exhibit “E” without any amendments thereto. Notwithstanding any terms or provisions to the contrary in this Contract, in the event Seller is unable to deliver the Required Tenant Estoppels, Seller shall not be in default under this Contract. E. Seller shall deliver to Purchaser prior to Closing, duly executed originals of subordination, nondisturbance agreements (the “SNDA Agreements”) from each Key Tenant under the Leases or any tenant that has recorded a Memorandum of Leases in the land records (the “Required SNDAs”), in the form attached hereto as Exhibit “F” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an Authorized Officer applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver the Required SNDAs in the required SNDA Agreements form without modification prior to Closing. Notwithstanding any terms or provisions to the contrary in this Contract, in the event Seller is unable to deliver the Required SNDAs, Seller shall not be in default under this Contract. F. Seller shall deliver to Purchaser prior to Closing, duly executed originals of GMAC confirming estoppel certificates (“REA Estoppel”) from all parties subject to any Reciprocal Easement Agreement or Easement with Covenants and Restrictions or similar agreement (the items set forth “Restrictive Agreement”), if any, in clauses the form attached hereto as Exhibit “G”, by which the parties to the Restrictive Agreement shall certify that the Restrictive Agreement is in full force and effect, has not been modified or amended in any way, and to the best knowledge of the party giving the estoppel, the Seller is not in default under the applicable instrument and all amounts, if any, owing under the Restrictive Agreement have been paid in full by Seller. Notwithstanding any terms or provisions to the contrary in this Contract, in the event Seller is unable to deliver the REA Estoppels, Seller shall not be in default under this Contract. G. The Title Company shall be prepared to issue an owner’s title insurance policy in the form approved in writing by Purchaser on or before the expiration of the Review Period. H. Except as permitted under Sections 7, 12 and/or 16 herein, the physical condition of the Property shall not have materially changed since the Effective Date. In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the 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 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(b13 herein. If Purchaser has extended the date for Closing for a maximum of thirty (30) days and the condition(s) are still not satisfied as of the Trust Sale extended date for Closing, then Purchaser may (i) waive in writing the satisfaction of any such conditions, in which event this Contract shall be read as if such conditions no longer existed or (ii) terminate this Contract and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered the Deposit refunded together with accrued interest. The obligations of Seller to consummate the transaction contemplated by this Contract are, in addition to the other terms and conditions of this Contract, subject to the following (any one or more of which may be waived in whole or in part by Seller at its discretion): A. The representations and warranties made by Purchaser an Opinion in this Contract being true and correct in all material respects on and as of Counsel the Closing Date with the same force and effect as though such representations and warranties had been made as of GMAC substantially the Closing Date (except as the same may be modified or updated in accordance with the form terms of Exhibit D.this Contract), and, B. Purchaser having performed in all material respects all covenants and obligations required by this Contract to be performed by Purchaser on or prior to the Closing Date, including, without limitation, payment of the Purchase Price, as adjusted and prorated hereunder.

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 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 (1) The Purchaser shall and shall procure that his agents shall forthwith upon the signing of this Agreement conduct such review of the assets, liabilities, operations and affairs both of the Company and the Joint Venture Company as it may reasonably consider appropriate and the Vendor shall provide and procure the Company and/or the Joint Venture Company to provide such assistance as the Purchaser or his agents may reasonably require in connection with such review so as to enable the review to be completed on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Vendor and the Purchaser may agree under Clause 3.3. (2) The Vendor shall and shall procure that his agents shall forthwith upon the signing of this Agreement conduct such review of the assets, liabilities, operations and affairs of the Purchaser and the Parent as it may reasonably consider appropriate and the Purchaser and the Parent shall provide such assistance as the Vendor or their respective agents may reasonably require in connection with such review so as to enable the review to be completed on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as the Vendor and the Purchaser may agree under Clause 3.3. 3.2 Completion is conditional upon: (1) the Purchaser being satisfied at its sole and absolute discretion with the results of the due diligence review to be conducted under Clause 3.1(1); (2) the Vendor being satisfied at their sole and absolute discretion with the results of the due diligence review to be conducted under Clause 3.1(2); (3) the Vendor's Warranties (save and except the Vendor's Schedule of Exceptions) remaining true and accurate in all respect; (4) the Purchaser's Warranties (save and except the Purchaser's Schedule of Exceptions) remaining true and accurate in all respect; (5) the Purchaser's receipt of an opinion from each of the Vendor's Solicitors and a legal firm practicing the laws of the PRC regarding the transactions contemplated hereby in form and substance reasonably satisfactory to the Purchaser; (6) no action, suit, or proceeding shall be permitted pending or threatened before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to designatebe rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect); (7) the parties shall have received all authorizations, consents, and approvals of governmental authorities and third parties that are necessary in order to complete the transactions contemplated hereby; (8) the Company and Minghua Investment shall have entered into a stockholders agreement or similar agreement in form and substance reasonably satisfactory to the parties to this Agreement pursuant to which, among other things, Minghua Investment will grant a perpetual irrevocable proxy to the Company which permits the Company to vote all of the shares of capital stock of the Joint Venture Company held by it on all matters coming before the stockholders of the Joint Venture Company for a vote; (9) the Parent and the Vendor shall have entered into a registration rights agreement in form and substance reasonably satisfactory to the parties to this Agreement pursuant to which the Parent shall grant to the Vendor certain rights with respect to the registration of 28,000,000 Consideration Shares which form part of the Purchase Consideration; (10) Vendor shall have delivered the Vendor's Schedule of Exceptions in a form reasonably satisfactory to the Purchaser as contemplated by Clause 7.11 of this Agreement and the Purchaser shall be permitted to accept the designation of, Additional Accounts, have delivered a Purchaser's Schedule of Exceptions in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior a form reasonably satisfactory to the related Addition Date:Vendor as contemplated by Clause 8.11 of this Agreement; and (i11) 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 Vendor shall have delivered to the Purchaser consolidated audited financial statements for the Company prepared in accordance with US Generally Accepted Accounting Principles for the period from incorporation until the Last Accounts Date and such financial statements shall be in a duly executed written assignment in substantially form suitable for filing with the form of Exhibit C U.S. Securities 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 Exchange Commission as required by Form 8-K promulgated under 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;Securities Act. (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall 3.3 If 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 out in Section 2.7(bClause 3.2 has not been satisfied on or before 12:00 noon on the date falling 30 days from the date of this Agreement or such later date as both the Purchaser and the Vendor may agree, this Agreement shall cease and terminate (save and except Clause 11 which shall continue to have full force and effect) and none of the Trust Sale and Servicing parties to this Agreement shall have been satisfied; and (viii) GMAC shall have delivered to any obligations and liabilities hereunder against or towards one another save for any antecedent breaches of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.terms hereof.

Conditions. GMAC shall be permitted to designate(a) The obligations of Buyer hereunder are, and at the Purchaser shall be permitted to accept the designation ofoption of Buyer, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions on or prior subject to the related Addition conditions that, at the Closing Date: (i) GMAC The representations and warranties made by Seller herein shall represent that be correct in all material respects at and as of the related Additional Cut-Off Closing Date each such Additional Account is and Seller shall have delivered an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed officer's certificate to the Purchaser on such Addition Date is an Eligible Receivable;said effect. (ii) GMAC The Purchased Assets shall not have delivered to the Purchaser a duly executed written assignment been physically adversely affected in substantially the form of Exhibit C and the list required to be delivered pursuant to Section 7.02(d);any material way, whether or not insured against. (iii) GMAC Seller shall have agreed to deliver to confirm the Purchaser, for deposit in release of the Collection Account, to Credit Agreement lien on 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;Purchased Assets. (iv) as Seller shall have given the material required notices and obtained the material required consents or approvals of assignments noted on the Addition DateSchedules annexed to this Agreement; unless otherwise specifically noted on the Schedules, neither GMAC nor the Purchaser is insolvent nor each listed required notice, consent or approval shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;be deemed material. (v) the The Employees listed on Schedule of Accounts 5(a)(v) annexed hereto shall have been amended entered into employment arrangements and signed confidentiality agreements with Buyer; provided, that Buyer has offered each of said employees employment terms at least as favorable to reflect such Additional Accounts and the that employee as those set forth on Schedule of Accounts as so amended shall be true and correct as of the Addition Date;3(q) for that employee. (vi) GMAC Seller and Buyer shall have delivered obtained the consent of the landlord under the Third Avenue Lease to the Purchaser a certificate assignment of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above;Third Avenue Lease to Buyer. (vii) Seller shall have complied in all material respects with all of its obligations under this Agreement. (b) The obligations of Seller hereunder are, at the option of Seller, subject to the conditions set forth that, at the Closing Date: (i) the representations and warranties made by Buyer herein shall be correct in Section 2.7(b) all material respects at and as of the Trust Sale Closing Date and Servicing Agreement shall have been satisfied; and (viii) GMAC an officer of Seller shall have delivered his certificate to said effect. (ii) Seller and Buyer shall have obtained the consent of the landlord under the Third Avenue Lease to the Purchaser assignment of the Third Avenue Lease to Buyer. (iii) Buyer shall have complied in all material respects with all of its obligations under this Agreement. (iv) Buyer shall have delivered the cash consideration contemplated by Section 2(a) hereof. (v) Seller shall be under no obligation to close this transaction unless and until proper authorization has been received from the Board of Directors, or an Opinion authorized Committee of Counsel the Board of GMAC substantially in the form Directors, of Exhibit D.McLeodUSA Incorporated.

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 shall 2.1 The effectiveness of this Deed is subject to the following: 2.1.1 The Effective Date occurring by the later of 90 calendar days after the date of the Commitment Letter or 60 calendar days after the date of any vote by Scheme Creditors to approve the Scheme, subject to such vote occurring on or before 75 calendar days after the date of the Commitment Letter; 2.1.2 Delivery to BNY of a copy of the Court order sanctioning the Scheme, the terms of which confirm that an undertaking has been given by the directors of Telewest at the Court hearing to sanction the Scheme that the Scheme will not be permitted made effective unless and until the directors of Telewest are satisfied that TCN and TCN’s senior lenders have entered into the New Bank Documents and that the Recapitalisation Supplemental Deed Effective Date (as such term is defined in the New Bank Documents) has occurred or its occurrence is conditional only upon the Effective Date of the Scheme; 2.1.3 Delivery by BNY of a letter of certification to designate, TCN confirming that the New Bank Documents are in satisfactory form; 2.1.4 Receipt by BNY of its reasonable costs and expenses (including legal fees) properly incurred up until the date five Business Days before the Effective Date in connection with this Deed or arising out of negotiations for the settlement of the BNY Claim 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 entering into of the following conditions on or prior Interim Swap Transaction and the New BNY Transaction; and 2.1.5 Delivery by BNY of a letter of certification to the related Addition Date: (i) GMAC shall represent TCN confirming 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 the New BNY Transaction Confirmation(s) (other than in respect of the economic terms of the New BNY Transaction) is acceptable to BNY acting reasonably. 2.2 In the event that any of the foregoing conditions is not fulfilled, this Deed shall be deemed to have had no effect from the date of its execution 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 BNY Claim 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 reinstated 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.full.

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 the day 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 become nonrefundable to 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 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 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 This Amendment shall be permitted to designate, effective only if 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 Datewhen: (ia) GMAC shall represent that as of Holdings, the related Additional Cut-Off Date Borrower, the other Loan Parties, and each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Lender who has consented hereto (constituting collectively the Required Lenders) have delivered their fully executed signature pages hereto to the Purchaser on such Addition Date is an Eligible ReceivableAdministrative Agent; (iib) GMAC the Borrower shall have delivered to the Purchaser Administrative Agent a duly executed written assignment certificate (i) setting forth in substantially reasonable detail calculations demonstrating compliance on a pro forma basis with the form covenant set forth in Section 6.11 of Exhibit C the Credit Agreement immediately after giving effect to the Unrestricted Subsidiary Designation and (ii) certifying that no Event of Default shall have occurred and be continuing immediately before and after the list required to be delivered pursuant to Section 7.02(d)Unrestricted Subsidiary Designation; (iiic) 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 each of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any representations and warranties contained in Section 6 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 Amendment shall be true and correct as of the Addition Datein all material respects; (vid) GMAC the Borrower shall have delivered paid all reasonable and documented out-of-pocket costs and expenses, including the reasonable and documented fees of L▇▇▇▇▇ and W▇▇▇▇▇▇ LLP, counsel to the Purchaser a certificate of an Authorized Officer of GMAC confirming Administrative Agent and Deutsche Bank Securities Inc., required to be reimbursed or paid by the items set forth Borrower under the Credit Agreement 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 satisfiedconnection with this Amendment; and (viiie) GMAC the Borrower shall have delivered paid a consent fee to the Purchaser an Opinion Administrative Agent, for the ratable account of Counsel each Applicable Lender (as defined below), equal to 0.05% of GMAC substantially the sum of (i) the aggregate amount of the Term Loans of such Applicable Lender and (ii) the aggregate amount of the Revolving Credit Commitment of such Applicable Lender, in each case, as of the form Sixth Amendment Effective Date. “Applicable Lender” shall mean each Lender that has delivered its fully executed signature page hereto to the Administrative Agent in accordance with this Amendment. This Amendment shall be effective on the date (the “Sixth Amendment Effective Date”) on which all of Exhibit D.the foregoing conditions are satisfied.

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 The effectiveness of any Incremental Amendment shall be permitted subject to designatethe satisfaction on the date thereof (each, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(aan “Incremental Facility Closing Date”) only upon satisfaction of each of the following conditions on or prior to the related Addition Dateconditions: (i) GMAC both at the time of any such request for an Incremental Facility and on the Incremental Facility Closing Date, no Event of Default shall represent exist and at the time that as any such Incremental Loan is made (and after giving effect thereto) no Potential Event 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 Default or Event of Default (or, to the Purchaser on extent such Addition Date Incremental Facility is an Eligible Receivableused to finance a Permitted Acquisition, no Potential Event of Default or Event of Default under subsection 8.1, 8.6, 8.7 or 8.9) shall exist; (ii) GMAC shall have delivered after giving effect thereto and to the Purchaser all such Incremental Facilities under this subsection 2.10 on a duly executed written assignment pro forma basis in substantially the form of Exhibit C accordance with subsection 1.2B and the list required to use of proceeds therefrom (assuming for purposes of this calculation that (a) all Incremental Term Loans are “senior secured” and (b) the cash proceeds of any such Incremental Term Loans shall not be delivered pursuant to Section 7.02(dnetted), (I) Holdings shall be in Pro Forma Compliance and (II) Holdings’ Consolidated Senior Secured Net Leverage Ratio shall not exceed 3.00:1.00; (iii) GMAC shall have agreed to deliver to the Purchaser, for deposit representations and warranties contained herein and in the Collection Accountother Loan Documents (or, to the extent required such Incremental Facility is used to finance a Permitted Acquisition or other acquisition approved by the Trust Sale Requisite Lenders, only the Specified Representations) shall be true and Servicing Agreementcorrect in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all Collections material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Daterepresentation and warranty, for purposes of this condition; (iv) as to the extent reasonably request by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Addition DateClosing Date under subsection 4.1 (other than changes to such legal opinions resulting from a Change in Law, neither GMAC nor change in fact or change to counsel’s form of opinion reasonably satisfactory to 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;Administrative Agent); and (v) such other conditions as the Schedule of Accounts parties to such Incremental Amendment 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.agree.

Conditions. GMAC (a) The obligation of Purchaser to purchase Seller's Shares hereunder shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accountssatisfaction or, in accordance with the case of Section 2.03(a12(a)(iii) only upon satisfaction through 12(a)(vii), waiver by Purchaser at or prior to the Closing of each of the following conditions: (i) any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have terminated or expired; (ii) no statute, rule, regulation, executive order, temporary restraining order, decree, ruling, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the sale of Seller's Shares pursuant to this Agreement; (iii) the representations and warranties of Lubrizol and Seller contained in this Agreement shall be true in all material respects both when made and at and as of the Closing as though newly made at and as of that time; (iv) Lubrizol and Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Lubrizol and Seller on or prior to the related Addition Closing Date; (v) Lubrizol or Seller shall have caused the existing members of the board of directors of the Company nominated by Lubrizol or Seller to have delivered duly executed resignations from such positions effective as of the Closing; (vi) Purchaser shall have purchased the Purchase Shares (as defined in the Mycogen Purchase Agreement); and (vii) no third party shall have acquired, or shall have an agreement to acquire, a majority of the outstanding Common Stock. (b) The obligation of Lubrizol and Seller to sell Seller's Shares shall be subject to the satisfaction or, in the case of Section 12(b)(iii), waiver by Lubrizol and Seller at or prior to the Closing of each of the following conditions: (i) GMAC no statute, rule, regulation, executive order, decree, ruling, injunction or other order shall represent that as have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal 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 sale of Seller's Shares pursuant to the Purchaser on such Addition Date is an Eligible Receivablethis Agreement; (ii) GMAC any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act 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);terminated or expired; and (iii) GMAC the representations and warranties of Purchaser contained in this Agreement shall have agreed to deliver to the Purchaser, for deposit be true in the Collection Account, to the extent required by the Trust Sale all material respects both when made 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) at and as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been Closing as though newly 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 at 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.that time.

Conditions. GMAC (a) Notwithstanding anything in this Agreement to the contrary, Buyer’s obligation to purchase the Property 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: (i) GMAC shall represent that as Buyer’s inspection and approval, within the Inspection Period, of the related Additional Cut-Off Date each such Additional Account is an Eligible Account all physical, environmental, economic and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed legal matters relating to the Purchaser on such Addition Date is an Eligible ReceivableProperty, pursuant to Section 2.3 above; (ii) GMAC shall The willingness of Title Company to issue, upon the sole condition of the payment of its regularly scheduled premium, its American Land Title Association extended coverage Owner’s Policy of Title Insurance [2006 Form] (the “Title Policy”), with such endorsements as may have been requested by Buyer and agreed to in a written commitment to insure title delivered to Buyer and Seller by Title Company during the Purchaser a duly executed written assignment Inspection Period, insuring Buyer in substantially the form amount of Exhibit C the Purchase Price that title to the Real Property is vested of record in Buyer on the Closing Date subject only to the printed conditions and exceptions of such policy and the list required to be delivered pursuant to Section 7.02(d)Permitted Exceptions; (iii) GMAC shall have agreed to deliver to Seller’s performance or tender of performance of all material obligations under this Agreement and the Purchaser, for deposit in the Collection Account, to the extent required by the Trust Sale material truth 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 Dateaccuracy of Seller’s express representations and warranties; (iv) as Buyer’s receipt (via pdf or delivery of an original) on or before the Closing Date of tenant estoppel certificates from and duly executed by Fuji, for each Lease by Fuji of the Addition DateProperty, 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 each case substantially in the form of Exhibit D.I attached to this Agreement, or such other form as is delivered by Fuji and permitted by the respective Fuji Lease. If such tenant estoppel certificates have not been received by the Closing Date, Seller shall have the right, but not the obligation, to extend the Closing Date by thirty (30) days by written notice from Seller to Buyer at least two (2) business days before the Closing Date, to enable Seller to continue to pursue such tenant estoppel certificates. In no event shall Seller be obligated to deliver updates to such tenant estoppel certificates. Seller’s failure to obtain such tenant estoppel certificates shall constitute a failure of a closing condition only and shall not constitute a default or breach by Seller under this Agreement nor shall Seller be required to declare a default under either Fuji Lease, commence legal action, or pursue any other remedies against Fuji to obtain such tenant estoppel certificates. No tenant estoppel certificate shall be acceptable to satisfy this condition precedent if such tenant estoppel certificate (a) reveals any material default under a Fuji Lease, (b) reveals any amendment or modification to a Fuji Lease which was not provided to Buyer during the Inspection Period, or (c) reveals any other material adverse circumstance not disclosed to Buyer during the Inspection Period; (v) Seller shall have exercised the “Lump Sum Payment Option” pursuant to Section 4 of each of the most recent amendments to Leases to Fuji affecting the Property, with the “Lump Sum Payment Date” to be on the same day as the Closing Date, and with the Lump Sum Payments (as defined below) paid to Fuji (or its successor as tenant under each Lease to Fuji), on the Closing Date through the escrow described in Section 6.1 below, which Lump Sum Payments shall be sufficient to (i) eliminate all free rent that Fuji is scheduled to receive under each Lease to Fuji from and after the Closing Date and (ii) increase the monthly base rent for the period commencing on November 16, 2018 and ending on December 15, 2018, and the period commencing on November 16, 2019 and ending on December 15, 2019, to that proscribed by Section 4 of the most recent amendments, that can be bought out via the exercise of the Lump Sum Payment Option under each Lease to Fuji; and (vi) Seller shall have exercised its rights pursuant to Section 5 of each of the most recent amendments to Leases to Fuji affecting the Property to render the Proposition 13 Protection (as defined in each Lease to Fuji) and subparagraph 6(b)(7) of each Lease null and void and of no force or effect as to the purchase and sale described herein, with the payment of the Tax Payments (as defined below) to be on the same day as the Closing Date and paid to Fuji (or its successor as tenant under each Lease to Fuji) on the Closing Date through the escrow described in Section 6.1 below. (b) Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer’s performance or tender of performance of all material obligations under this Agreement and the material truth and accuracy of Buyer’s express representations and warranties; and (ii) The satisfaction or Buyer’s written waiver of the conditions set forth in subparagraphs (a)(i) and (ii) above.

Conditions. GMAC shall be permitted The Purchaser hereby acknowledges and agrees that the completion of this Agreement is conditional upon the following: Compliance with the provisions of the Planning Act (Ontario), as amended or restated from time to designatetime, and on or before the Purchaser shall be permitted Closing Date; The Vendor or Developer obtaining all approvals prior to accept July 1, 2018 from the designation ofMunicipality and/or any other governmental or non-governmental authority having jurisdiction with respect to the Lands necessary to register the plan of subdivision, Additional Accountswithout any of the said approvals being subject to any conditions which are, in accordance the sole and absolute discretion of the Vendor or Developer, unduly onerous or unacceptable for any reason; The Vendor or Developer obtaining all approvals prior to July 1, 2018 from the Municipality and/or any other governmental or nongovernmental authorities having jurisdiction with Section 2.03(a) only upon satisfaction respect to the Land relating to the siting of the Dwelling on the Land, configuration of the lot comprising the Land, grading of the Land, architectural plans, exterior finishes and other specifications of the Dwelling necessary to obtain a building permit with respect to the Dwelling, without any of the said approvals being subject to any conditions which are, in the sole and absolute discretion of the Vendor or Developer, unduly onerous or unacceptable for any reason; and; The Vendor obtaining prior to the Closing Date a building permit for construction of the House. The Purchaser acknowledges that each of the following conditions on or prior to listed in subparagraphs (b), (c) and (d) above are for the related Addition Date: (i) GMAC shall represent that as sole benefit of the related Additional Cut-Off Date each Vendor who may waive any such Additional Account condition. If any such condition is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to not satisfied, the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to the Purchaser a duly executed written assignment Vendor may, by notice 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 writing to the Purchaser, for deposit given on or before the date referred to above relating to such condition, terminate this Agreement in which case the Collection Account, Deposit shall be returned to the extent required by Purchaser without interest or deduction and the Trust Sale and Servicing Agreement, all Collections parties shall have no further obligations with respect to this Agreement. If the Eligible Receivables arising in Vendor does not give written notice within the time limit referred to above for a specific condition, the Vendor shall be deemed to have waived such Additional Accounts since condition. The Purchaser acknowledges that if the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as Vendor is not the registered owner of the Addition Date, neither GMAC nor Lands then the Purchaser Vendor is insolvent nor shall any not the sub-divider and is not in control of them have been made insolvent by such transfer nor is either registering the Plan 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.Subdivision.

Conditions. GMAC Notwithstanding the foregoing, (i) the obligations of ---------- Parent under subsection 4.1(a) (Indemnity) shall be subject to the --------- condition that the Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in subsection 4.1(c) (Independent Counsel) ------------------- hereof is involved) that the Employee would not be permitted to designatebe indemnified under applicable law, and (ii) the Purchaser obligation of Parent to make an Expense Advance pursuant to subsection 4.1(a) (Indemnity) shall be --------- subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Employee would not be permitted to accept be so indemnified under applicable law, Parent shall be entitled to be reimbursed by the designation ofEmployee (who hereby agrees to reimburse Parent) for all such amounts theretofore paid; provided, Additional Accountshowever, that if the Employee -------- ------- commences legal proceedings in accordance a court of competent jurisdiction to secure a determination that the Employee should be indemnified under applicable law, any determination made by the Reviewing Party that the Employee would not be permitted to be indemnified under applicable law shall not be binding and the Employee shall not be required to reimburse Parent for any Expense Advance until a final judicial determination is made with Section 2.03(a) only upon satisfaction respect thereto (as to which all rights of each of appeal therefrom have been exhausted or lapsed). If there has been no determination by the following conditions on Reviewing Party or prior if the Reviewing Party determines that the Employee substantively would not be permitted to be indemnified in whole or in part under applicable law, 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 Employee shall have delivered the right to commence litigation in any court in the Purchaser a duly executed written assignment State of Texas having subject matter jurisdiction thereof and in substantially which venue is proper seeking an initial determination by the form court or challenging any such determination by the Reviewing Party or any aspect thereof, and Parent hereby consents to service of Exhibit C process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on Parent 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.Employee.

Conditions. GMAC 8.1 This Agreement shall not be effective, and none of the Supporting Parties shall have any obligations hereunder, unless CPC has paid, directly to the applicable Supporting Party or service providers, all of the Supporting Parties’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall be permitted sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), as set forth in any invoices issued to designate, and CPC by the Purchaser applicable Supporting Party or service providers at least two (2) Business Days in advance of the date on which payment is sought. 8.2 Consummation of the Alternative Recapitalization Transaction shall be permitted subject to accept the designation of, Additional Accounts, satisfaction in accordance with Section 2.03(a) only upon satisfaction of each all material respects of the following conditions on or terms prior to and/or concurrently with the related Addition Closing Date, each of which are for the benefit of CPC and the Supporting Parties, and each of which, as applicable, may be waived by CPC and by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (ia) GMAC an Alternative Recapitalization Triggering Event 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 Receivablehave occurred; (iib) GMAC the Closing Date shall have delivered to occur on or before 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)Outside Date; (iiic) GMAC all disclosure documents on or after the Agreement Date and definitive agreements in respect of the Alternative Recapitalization Transaction (including all Transaction Documents) shall be in a form agreed to in advance by CPC and the Supporting Parties, each acting reasonably; (d) any amendments to the structure of the Alternative Recapitalization Transaction and the steps required to complete the Alternative Recapitalization Transaction from those provided for in this Agreement shall be in form and substance satisfactory to CPC and the Supporting Parties, each acting reasonably; (e) (i) the Plan, the Final Order, the U.S. Recognition Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in the CBCA Proceedings or the Chapter 15 Cases shall be in a form reasonably agreed to in advance by CPC and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have agreed been entered in form and substance acceptable to deliver to CPC and the PurchaserSupporting Parties, for deposit in each acting reasonably; (ii) the Collection Account, Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as and to the extent required by the Trust Sale Court in the Interim Order or otherwise and Servicing Agreement, all Collections with respect as required by Law or stock exchange rules; and (iii) the Plan shall have been approved by the Court pursuant to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Final Order; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor U.S. Recognition Order shall any of them have been made insolvent entered by such transfer nor is either of them aware of any pending insolvency; the U.S. Bankruptcy Court; and (v) the Schedule of Accounts Final Order, all other orders granted by the Court, and the U.S. Recognition Order each shall be in full force and effect, final and executory notwithstanding appeal, in each case in form and substance acceptable to CPC and the Supporting Parties, each acting reasonably; (f) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been amended made to reflect such Additional Accounts any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Alternative Recapitalization Transaction that restrains or impedes in any material respect or prohibits (or if granted would reasonably be expected to restrain or impede in any material respect or prohibit), the Alternative Recapitalization Transaction or any material part thereof or requires a material variation from the form of the Alternative Recapitalization Transaction contemplated herein; and (g) all consents, approvals, authorizations and orders listed in Part A of Schedule “D” shall have been obtained. 8.3 Consummation of Accounts as so amended the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) CPC shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of CPC set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the Addition occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not have a Material Adverse Effect; (c) the Notes, including any November 2016 Accrued Interest, shall have been exchanged for (i) US$135.0 million of interests in the principal of the Refinanced Loan and (ii) newly-issued Shares of CPC representing 95% of the aggregate amount of all CPC Shares issued and outstanding after giving pro forma effect to the transactions contemplated hereby (other than any share purchase that may be consummated in connection with a Take-Private); (d) each right and privilege of any kind of the Supporting Parties contemplated in Schedule C (“Supporting Parties’ Rights”) shall have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the terms set forth in this Agreement and in Schedule C, in each case acceptable to CPC and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of all of the Supporting Parties that have executed this Agreement on the Agreement Date; (vie) GMAC CPC shall have delivered paid, to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth applicable Supporting Party or service providers, in clauses (i) through (v) above; (vii) the conditions set forth cash in Section 2.7(b) full all of the Trust Sale Supporting Parties’ reasonable and Servicing Agreement documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall have been satisfiedbe sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), outstanding as of the Closing Date for which CPC was issued an invoice by the applicable Supporting Party or service provider; and (viiif) GMAC the Supporting Parties shall have delivered received from counsel to the Purchaser an Opinion Company customary forms of Counsel legal opinion with respect to (i) the creation and validity of GMAC substantially the mortgages, charges and security interests (collectively, the “Refinanced Loan Security”) granted by CPC and the applicable subsidiary guarantors as security for their obligations under the Refinanced Loan, (ii) the enforceability against CPC and the applicable subsidiary guarantors of the instruments and agreements creating the Refinanced Loan Security and (iii) the making of all filings and registrations in all public registries necessary to perfect the form Refinanced Loan Security in accordance with applicable law. 8.4 Consummation of Exhibit D.the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of CPC and may be waived by the consent of CPC: (a) Each Supporting Party shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; and (b) the representations and warranties of each Supporting Party set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not reasonably be expected to have a material adverse effect on the ability of such Supporting Party to consummate the transactions contemplated by this Agreement in a timely manner.

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 9.01 The obligation of the Lenders to make the COMMITMENT AVAILABLE shall be permitted subject to designatethe condition that the Agent, or its duly authorised representative, shall have received no later than SEVEN (7) BANKING DAYS before the day on which the FIRST DRAWDOWN NOTICE for an Advance is given, the documents and evidence specified in PART 1 OF SCHEDULE 3 in form and substance satisfactory to the Agent. 9.02 The obligation of the Lenders to make EACH SUBSEQUENT ADVANCE other than the Advance on the Delivery Date shall be subject to the condition that the Agent, or its duly authorised representative, shall have received no later than the DATE ON WHICH THE DRAWDOWN NOTICE FOR SUCH ADVANCE IS GIVEN, the documents and evidence specified in PART 2 OF SCHEDULE 3, in form and substance satisfactory to the Agent. 9.03 The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE available or to maintain the Loan on or after the Delivery Date, shall be subject to the condition that the Agent, or its duly authorised representative, shall have received NO LATER THAN THE DATE ON WHICH THE DRAWDOWN NOTICE for such Advance is given, the documents and evidence specified in PART 3 OF SCHEDULE 3, in form and substance satisfactory to the Agent. 9.04 The obligation of the Lenders to make the ADVANCE ON THE DELIVERY DATE available or to maintain the Loan on or after the Delivery Date, shall be subject to the condition that the Agent, or its duly authorised representative, shall have received ON OR PRIOR TO THE DELIVERY DATE the documents and evidence specified in PART 4 OF SCHEDULE 3 in form and substance satisfactory to the Agent. 9.05 The obligation of the Lenders to make any Advance is subject to the further condition that at the time of giving each Drawdown Notice for, and at the Purchaser shall be permitted to accept time of the designation making 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 DateAdvance: (ia) GMAC the representations and warranties set out in Clauses 7.01 and 7.02 (and so that the representation and warranty in Clause 7.01 (f) 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 this purpose refer to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC shall have then latest audited financial statements delivered to the Purchaser a duly executed written assignment in substantially the form Agent under Clause 8.01 (e)) are true and correct on and as 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 each such time as if each was made with respect to the Eligible Receivables arising in facts and circumstances existing at 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 satisfiedtime; and (viiib) GMAC no Default shall have delivered occurred and be continuing or would result from the making of the Advance. 9.06 Not later than seven (7) Banking Days prior to the Purchaser an Opinion date on which any Advance is to be drawndown or, as the case may be, each Interest Payment Date, the Agent may request and the Borrower shall, not later than two (2) Banking Days prior to such date if it is practicable to do so, or otherwise (with the consent of Counsel the Agent) as soon as possible thereafter, deliver to the Agent on such request further information as to any or all of GMAC substantially the matters which are the subject of Clauses 7, 8, 9 and 10. 9.07 The conditions precedent set out in this Clause 9 are inserted for the form sole benefit of Exhibit D.the Lenders, and may be waived on their behalf in whole or in part and with or without conditions by the Lenders on or before the relevant Drawdown Date without prejudicing the right of the Agent acting on instructions from the Lenders to require fulfilment of such conditions in whole or in part at any time thereafter.

Conditions. GMAC The institution of the Add-On Term Loan 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 of the following conditions on or prior to the related Addition Dateconditions: (iI) 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) no Default shall have occurred and be continuing or would result from the Add-On Term Loan made on the Add-On Term Loan Effective Date, if any; (III) the Borrower 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; (IV) the Borrower shall deliver mortgage amendments sufficient to cover the full amount of the Trust Sale Add-On Term Loan, pursuant to documentation reasonably satisfactory to the Administrative Agent; (V) any institution of the Add-On Term Loan shall be in a minimum principal amount of $50,000,000 and Servicing integral multiples of $10,000,000; (VI) an Authorized Officer of the Borrower shall deliver to the Administrative Agent a compliance certificate demonstrating that, upon giving effect to the institution of the Add-On Term Loan on a Pro Forma Basis, the Borrower would be in compliance with the financial covenants contained in Section 6.13 as at the date of the last ended Test Period, as if such advance of the Add-On Term Loan occurred as of the first day of the relevant Test Period; (VII) the Add-On Term Loan Maturity Date shall be as set forth in the Add-On Term Loan Joinder Agreement; provided, that, such date shall not be earlier than the Term B-2 Loan Maturity Date; (VIII) the scheduled principal amortization payments under each Add-On Term Loan shall be as set forth in the Add-On Term Loan Joinder Agreement; provided, that, the Weighted Average Life to Maturity of the Add-On Term Loan shall not be less than the Weighted Average Life to Maturity of the Term B-2 Loans; (IX) the all-in-yield of each Add-On Term Loan shall be as set forth in the Add-On Term Loan Joinder Agreement (it being understood that “all-in-yield” shall have been satisfiedbe determined after taking into account original issue discount (assuming a four year average life), fees (other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders) and interest rate (including any applicable LIBOR floor)), provided, that, in the event that the all-in-yield for such Add-On Term Loan is fifty basis points (0.50%) or more greater than the all-in-yield for the Term B-2 Loans, the all-in-yield for the Term B-2 Loans shall be increased such that the all-in-yield for the Term B-2 Loans is fifty basis points (0.50%) less than the all-in-yield for such Add-On Term Loan; and (viiiX) GMAC shall until such time as the Term B-1 Loans have delivered been repaid in full, only up to $75,000,000 of the Purchaser an Opinion of Counsel of GMAC substantially Add-On Term Loan may be used by the Borrower for general corporate purposes and any proceeds in excess thereof must be used by the form of Exhibit D.Borrower to prepay the Term B-1 Loans in accordance with Section 2.05(c)(v).

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 the day 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 become nonrefundable to 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 A. This Agreement shall only 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 effective upon satisfaction of each of the following conditions on or prior to (hereinafter, collectively, the related Addition Date: (i“Conditions”) GMAC shall represent that as of which conditions 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 parties have agreed to deliver satisfy pursuant to the Purchasera letter agreement among Licensor, for deposit in the Collection Account, to the extent required by the Trust Sale Licensee 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) Perfumania. dated as of even date herewith: (a) contemporaneously with the Addition Date, neither GMAC nor execution hereof Perfumania executes 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 Sublicense in the form of Exhibit D.; and (b) contemporaneously with the execution hereof, Perfumania issues to Licensor or its designees warrants to purchase 266,667 shares of Perfumania Holdings, Inc. common stock at an exercise price of $8.00 per share which warrants shall be in substantially the same form and contain all of the same rights and benefits as the warrants previously issued to Artist in connection with his ownership of Artistic, as amended pursuant to an Amendment to warrant certificates among ▇▇▇▇▇▇, Perfumania and others dated as of December , 2011; and (c) contemporaneously with the execution hereof, Licensee shall issue a letter to Perfumania (the “Assignment Letter”), the form of which is attached hereto as Exhibit __, that shall be countersigned by Perfumania and in turn delivered to Licensor, pursuant to which Licensee shall irrevocably assign to Licensor *% of the Net Profits, as defined in the Assignment Letter, of Perfumania and/or any of its subsidiaries, affiliates or sub-licensees (including but not limited to Licensor) on sales of Licensed Products, payable to Licensor on a quarterly basis during each Sales Year of the Term of the License Agreement and continuing thereafter for so long as the Licensed Products are sold by Licensee, Perfumania and/or any of their subsidiaries, affiliates or sub-licensees, and acknowledging Licensor’s direct right to recover such Net Profits from Perfumania, and in the event Perfumania fails to remit such Net Profits * Confidential terms omitted and provided separately to the Securities and Exchange Commission. directly to Licensor, then (without prejudice to Licensor’s right to exercise all of its other legal or equitable remedies) Licensee agrees to guarantee the obligation of Perfumania to pay such Net Profits to Licensor in accordance with the Assignment Letter. B. The quarterly payment to Licensor of *% of the Net Profits of Perfumania and/or any of its subsidiaries, affiliates or sub-licensees (including but not limited to Licensee) (the “Profit Share”) on sales of Licensed Products shall be computed as follows: an amount equal to *% of the cumulative Net Profits (which shall include all negative Net Profits and positive Net Profits to date) for the period commencing on the Effective Date of the License Agreement through the end of the quarterly period for which the Profit Share is being computed (the “Current Quarter”) (the period from the Effective Date through the end of the Current Quarter being referred to as the “Period To Date”), less the aggregate, cumulative amount of Profit Share previously paid to Licensor for the Period To Date, provided that, if such aggregate, cumulative amount of Profit Share previously paid for the Period To Date shall exceed *% of the aggregate, cumulative amount of Net Profits for the Period To Date, there shall be no Profit Share payment to Licensor for the Current Quarter. Licensee will obtain from Perfumania an accounting of Perfumania’s profits on the sale of Licensed Products on a quarterly basis, which accounting Licensee shall provide to Licensor. Licensor shall have the right, at its option and expense, to conduct an annual audit of Perfumania’s profits on sales of Licensed Products by Perfumania. Licensor shall be given the right, at its option and expense, to audit the books of Perfumania directly in order to confirm the accuracy of Perfumania’s computation of Net Profits to be paid to Licensor pursuant to the Assignment Letter. The definition of Net Sales of all Perfumania fragrance and related cosmetic and skin care brands (inclusive of the Licensed Products) for purposes of computing Overhead Expense shall be the same definition as set forth in this Agreement. The aforementioned Perfumania guaranty (which may be incorporated into the Sublicense) shall, among other things, provide Licensor and Artist with direct audit rights with Perfumania. Additionally, Licensor and Artist shall have a direct claim against Perfumania on the guaranty for breaches of the * Confidential terms omitted and provided separately to the Securities and Exchange Commission. Agreement (including but not limited to dilution of trademark, failure to obtain artist approval, violation of child labor laws etc). The Agreement will have no force and effect and will terminate in its entirety with no further obligation by either party in the event that any of the foregoing Conditions is not satisfied.

Conditions. GMAC Notwithstanding anything to the contrary contained in this Support Agreement and without limitation to any other rights of the Consenting Creditors hereunder, the Recapitalization and the obligations of the Consenting Creditors under this Support Agreement shall be permitted specifically and expressly subject to designateeach and all of the following conditions prior to or at the time on which the Recapitalization is implemented on the Effective Date, each of which may only be waived by the Initial Consenting Creditors, in their sole discretion, and each of which conditions does not give to the Purchaser Consenting Creditors the right to terminate this Support Agreement except as specifically provided under Section 10: (a) the Interim Order and following the Meetings, the Final Order shall have been obtained; (b) there shall not be permitted to accept any amendment, modification, supplement or restatement of the designation ofPlan, Additional Accountsthe New Senior Note Indenture Description, the New Subordinated Debenture Indenture Description and the Warrant Indenture, except for any Authorized Amendments or in accordance with Section 2.03(a13(q); (c) only upon satisfaction of each of the following conditions on Companies shall be in compliance in all material respects with all of, and shall not be in default in the performance or prior to the related Addition Date:observance of any of, its material terms, covenants and agreements set forth in this Support Agreement; (i) GMAC shall represent that as the process for determining the composition of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified New Board shall be proceeding in accordance with the Governance Memorandum attached as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; Schedule E, (ii) GMAC the composition of the New Board determined in accordance with such process shall have delivered been announced by YMI prior 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);Meetings, and (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 Plan 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 Dateaccordingly; (vie) GMAC all securities of New YMI in connection with the Recapitalization, when issued and delivered, shall have delivered be duly authorized, validly issued and fully paid and non- assessable and the issuance thereof shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws and from the registration requirements of United States federal and state securities Laws and shall not be subject to resale restrictions pursuant thereto except for control block restrictions under Canadian Securities Laws and except for restrictions relating to securities held by Persons who are affiliates (as defined in Rule 144 under the Purchaser a certificate United States Securities Act of an Authorized Officer 1933, as amended) of GMAC confirming the items set forth in clauses (i) through (v) aboveNew YMI; (viif) the conditions set forth in Section 2.7(b) New YMI Common Shares, the Warrants, the New Subordinated Debentures and the New YMI Common Shares to be issued upon exercise, conversion or exchange of the Trust Sale Warrants and Servicing Agreement the New Subordinated Debentures shall have been satisfiedapproved for listing by the Toronto Stock Exchange or the TSX Venture Exchange, subject to customary post-closing conditions; (g) all material filings under applicable Canadian Securities Laws that are required for the implementation of the Recapitalization shall have been made; (h) there shall not have occurred, after the date hereof, a Material Adverse Change; and (viiii) GMAC there shall have delivered not be in effect any ruling by any Governmental Entity or court of competent jurisdiction, enjoining the consummation of a material portion of this Support Agreement or the Plan; it being understood however that notwithstanding anything to the Purchaser an Opinion contrary in this Support Agreement if any of Counsel the foregoing is not complied with and such non- compliance does not materially adversely affect the absolute or relative (in relation to other holders of GMAC substantially the YMI Securities) value of the Debtholders' Consideration or would reasonably be expected to result in a Material Adverse Change, then the form of Exhibit D.Consenting Creditors shall not be entitled to raise such non-compliance as a basis for not complying with their obligations under this Support Agreement.

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 At Closing, the Company shall deliver 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 Company's obligation to complete the purchase and 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 the Company: (i) receipt by the Company 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: Closing, (iii) the Forward Stock Purchase Agreement shall have been fully executed by the parties thereto and (iv) receipt by the Company of a cross-receipt with respect to the 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) GMAC shall represent that the accuracy in all material respects, as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Closing Date, of the representations and that each Receivable arising thereunder identified warranties made by the Company herein and the fulfillment in all material respects, as an Eligible Receivable of the Closing Date, of those undertakings of the Company to be fulfilled prior to Closing and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC the UBS Parties shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C received all opinions and the list required certificates 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 The Closing shall be permitted subject to designate, the satisfaction or waiver of the conditions set forth in this Section 3. 3.1. The following are conditions to the obligation of the Transferors to close the Transactions: (a) all of the representations and the Purchaser warranties of Ivanhoe Holdings contained in this Agreement shall have been true and correct in all material respects when made and shall be permitted to accept true and correct in all material respects as of the designation ofClosing Date; (b) on Closing, Additional Accounts, the full amount of the Balance shall have been paid in accordance with Section 2.03(a) only upon satisfaction the provisions of each this Agreement, the Good Faith Deposit shall have been paid to the Deposit Escrowee and Ivanhoe Holdings shall have otherwise complied with or performed all of the following other material terms, covenants or conditions of this Agreement to be complied with or performed by it; and (c) the transactions provided for in the Contribution Agreement shall have been fully completed; provided that if such transactions are not completed as a result of the default of the Transferors under the Contribution Agreement this condition shall be deemed to have been satisfied. The conditions contained in this Section 3.1 are intended solely for the benefit of the Transferors. If any of the foregoing conditions is not satisfied on or prior to the related Addition DateClosing Date (or any earlier time, if such earlier time is specified in respect of such condition), the Transferors shall have the right, in their sole and absolute discretion, to waive the condition in question and proceed to Closing hereunder or terminate this Agreement by delivering notice of such termination to Ivanhoe Holdings and after such termination neither the Transferors nor Ivanhoe Holdings shall have any further rights or obligations under this Agreement, except for such rights and obligations which expressly survive the termination of this Agreement, unless the reason for the condition not being satisfied is a breach by Ivanhoe Holdings of any its obligations under this Agreement or a representation and warranty made by Ivanhoe Holdings being incorrect or inaccurate, in which case the provisions of Section 5 shall be applicable. 3.2. The following are conditions to the obligation of Ivanhoe Holdings to close the Transactions: (ia) GMAC shall represent that as all of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Transferors’ 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 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 this Agreement shall have been amended to reflect such Additional Accounts true and the Schedule of Accounts as so amended correct in all material respects when made and shall be true and correct in all material respects as of the Addition Closing Date; (vib) GMAC on Closing, the Transferors shall have delivered to Ivanhoe Holdings the Purchaser a certificate Contributee Shares subject to no Encumbrances, the Transferors shall have complied with Section 4 in all material respects, and each Transferor shall have otherwise complied with or performed all of an Authorized Officer the other material terms, covenants and condition of GMAC confirming the items set forth in clauses (i) through (v) above;this Agreement to be complied with or performed by it; and (viic) the conditions set forth transactions provided for in Section 2.7(b) of the Trust Sale and Servicing Contribution Agreement shall have been fully completed; provided that if such transactions are not completed as a result of the default of the Ivanhoe Contributee under the Contribution Agreement, this condition shall be deemed to have been satisfied; and . The conditions contained in this Section 3.2 are intended solely for the benefit of Ivanhoe Holdings. If any of the foregoing conditions is not satisfied on or prior to the Closing Date (viii) GMAC or an earlier time, if such earlier time is specified in respect of such condition), Ivanhoe Holdings shall have delivered the right, in its sole and absolute discretion, to waive the condition in question and proceed to the Purchaser an Opinion Closing hereunder or to terminate this Agreement by delivering notice of Counsel such termination to the Transferors and after such termination neither the Transferors nor Ivanhoe Holdings shall have any further rights or obligations under this Agreement, except for such rights and obligations which expressly survive the termination of GMAC substantially this Agreement, unless the reason for the condition not being satisfied is a breach by any Transferors of any of their obligations under this Agreement or a representation or warranty made by such party being incorrect or inaccurate, in which case the form provisions of Exhibit D.Section 5 shall be applicable.

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 Each Incremental Facility shall be permitted to designatebecome effective, and the Purchaser shall be permitted to accept the designation ofas of such Increase Effective Date; provided, 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 Datethat: (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 subject 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 last proviso of Exhibit C and the list required to be delivered pursuant to this Section 7.02(d2.22(b); (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 each 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) subject to the last proviso of this Section 2.22(b), after giving effect to the incurrence of such Incremental Facility (and assuming for such purposes that any undrawn capacity under such Incremental Facility has been fully drawn) and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such Incremental Facility on a Pro Forma Basis, (A) Borrower shall be in compliance with each of the Trust Sale covenants set forth in Section 6.09 as of the most recent fiscal quarter for which Borrower was required to deliver financial statements pursuant to Section 5.01(a) or (b) (or, with respect to any such calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of December 31, 2017 and Servicing Agreement with reference to the Audited Financial Statements), and (B) the First-Lien Leverage Ratio shall have been satisfiednot be greater than 2.25:1.00; (iii) Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.22(d); and (viiiiv) GMAC Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Incremental Facility; provided, further, that, to the extent the proceeds of any Incremental Facility are used to finance all or a portion of the purchase price of a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), and Borrower has obtained commitments from lenders to fund such Incremental Facility (such commitments for such Incremental Facility, the “Incremental Financing Commitments”), then (1) if and to the extent the lenders providing the Incremental Financing Commitments for such Incremental Facility so agree, (x) the condition set forth in Section 4.02(c) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (I) the Specified Representations, and (II) such representations and warranties under the definitive documentation for such Limited Condition Acquisition as entitle the applicable Loan Party and/or the applicable Subsidiary to terminate its obligations under such definitive documentation or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to any party or incurring liability for breach if such representations and warranties fail to be true and correct, and (y) the condition set forth in Section 4.02(b) shall mean (I) no Default shall have delivered occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (II) no Event of Default pursuant to Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing at the Purchaser time of the funding of such Incremental Facility in connection with the consummation of such Limited Condition Acquisition, and (2) for purposes of determining whether the conditions set forth in clause (b)(ii) above have been satisfied in connection with such Limited Condition Acquisition, upon an Opinion LCA Election, the date of Counsel determination of GMAC substantially in whether any such condition has been satisfied shall be deemed to be the form of Exhibit D.LCA Test Date, and if, for such Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

Conditions. GMAC shall be permitted The obligations of the Initial Purchasers to designate, purchase the Securities under this Agreement are subject to the performance by each of the Company and the Purchaser shall be permitted to accept Guarantors of their respective covenants and obligations hereunder and 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 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 The Company shall have delivered executed copies of each of the Closing Transaction Documents in form and substance reasonably satisfactory to the Purchaser a duly executed written assignment in substantially Initial Purchasers on the form of Exhibit C Closing Date or, with respect to Collateral Agreements or Collateral Agreement Amendments to be delivered pursuant to Section 5(t) hereto and the list certificates required to be delivered pursuant to Section 7.02(d)7(b)(ii) below, as otherwise required in accordance with the terms herein. (b) The Initial Purchasers shall have received on the Closing Date: (i) A certificate, dated the Closing Date, executed by the secretary of the Company and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request and customary for transactions of this type, including (i) the resolutions as adopted by the Boards of Directors of the Company and each Guarantor in a form reasonably acceptable to the Initial Purchasers, and (ii) the certificate of incorporation and bylaws, or other organizational documents, of each of the Company and the Guarantors. (ii) A certificate evidencing qualification by such entity as a corporation in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a recent date along with “bring-down” certificates evidencing such qualification dated the Closing Date; (iii) GMAC shall have agreed from Ernst & Young LLP, the independent accountants of the Company, (A) a customary initial comfort letter delivered according to deliver Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the PurchaserInitial Purchasers and its counsel, 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 financial statements and certain financial information contained in the Time of Sale Document, and (B) a customary “bring-down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and its counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to clause (A) with respect to such Additional Accounts since financial statements and financial information contained in the Additional Cut-Off Date within two Business Days after such Addition DateTime of Sale Document and the Final Offering Circular; (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(bConsent letter(s) of Netherland, ▇▇▇▇▇▇ & Associates, Inc., independent petroleum engineers for 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 Company, substantially in the form of Exhibit D.B attached hereto; and (v) Consent letter(s) of ▇.▇. ▇▇▇▇ and Associates, Inc., independent petroleum engineers for the Company, substantially in the form of Exhibit C attached hereto. (vi) The opinion and 10b-5 statement of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Company, dated the Closing Date, covering, in substance the matters listed on Exhibit D attached hereto, with such changes to the wording and scope thereof as are reasonably satisfactory to the Initial Purchasers, which opinion and 10b-5 statement shall also contain customary assumptions, qualifications, exceptions and limitations. (vii) Each of the local counsel to the Company listed on Schedule IV hereto shall have furnished to the Initial Purchasers, at the request of the Company, its written opinion, dated the Closing Date (or such later date as may be permitted in accordance with Section 5(t) hereof) and addressed to the Initial Purchasers, in form and substance customary for secured notes offerings by oil and gas development and exploration companies. (viii) A certificate, executed by an authorized officer of the Company, dated as of the Closing Date, to the effect that (1) the representations and warranties of the Company and the Guarantors contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date), (2) the Company and the Guarantors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Guarantors, as applicable, at or prior to the Closing Date, (3) since the date of the most recent balance sheet contained in the Time of Sale Document there shall not have been any Material Adverse Effect or any development involving or which could reasonably be expected to result in a Material Adverse Effect, (4) no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or sale of the Notes or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of the Guarantees and (5) to the best of his knowledge, except as disclosed in the Time of Sale Document and the Final Offering Circular, there are no proceedings pending or, to the Company’s knowledge threatened that seek to restrain, enjoin, prevent the consummation of, or otherwise challenge any of the Transaction Documents or any of the transactions contemplated therein. (ix) The statements of the Company and the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (x) A customary opinion letter and 10b-5 statement, dated the Closing Date, from Proskauer Rose LLP, in form satisfactory to the Initial Purchasers. (c) The Collateral Agent shall have received on the Closing Date: (i) Appropriately completed copies of Uniform Commercial Code financing statements (to the extent necessary to perfect or maintain perfection of Liens on the Collateral as described in the Time of Sale Document) and certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement), other than any such financing statements that are being released in connection with the Transactions or that evidence Permitted Liens; and (ii) approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral Agent; (d) The Collateral Agent and its counsel shall be satisfied that (A) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in the collateral described above is of the priority described in the Time of Sale Document and the Final Offering Circular and (B) no Lien exists on any of the collateral described above, other than (1) Liens created in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to a Collateral Agreement and the Collateral Agreement Amendments, as applicable, and (2) Permitted Liens; (e) The Company and the Guarantors shall have obtained all governmental regulatory or third-party consents and approvals, if any, necessary for the sale of the Securities. (f) The Initial Purchasers shall have received (i) satisfactory evidence that the Company shall have received an amendment or consent to permit the Transactions under the Senior Credit Agreement and (ii) a fully executed copy of the Supplemental Indenture. (g) Subsequent to the respective dates as of which information is given in the Time of Sale Document (exclusive of any amendment or supplement thereto), there shall not have been any Material Adverse Change that could, in the judgment of the Initial Purchasers, be expected to (i) make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Document and the Final Offering Circular, or (ii) materially impair the investment quality of any of the Securities. (h) Any outbreak or escalation of hostilities or other national or international calamity or crisis, including acts of terrorism, or material adverse change or disruption in economic conditions in, or in the financial markets of, the United States (it being understood that any such change or disruption shall be relative to such conditions and markets as in effect on the date hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse change in the economic conditions in, or in the financial markets of, the United States could be reasonably expected to make it, in the judgment of the Initial Purchasers, impracticable or inadvisable to market or proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Document and the Final Offering Circular or to enforce contracts for the sale of any of the Securities. (i) Trading or a suspension or limitation of trading generally in securities on the New York Stock Exchange, the NYSE Amex LLC or the NASDAQ National Market or any setting of limitations on prices for securities occurs on any such exchange or market or (ii) the declaration of a banking moratorium by any Governmental Authority has occurred or the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that, in the case of clause (i) or (ii) of this paragraph, in the judgment of the Initial Purchasers, could reasonably be expected to have a material adverse effect on the financial markets in the United States. (j) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Transaction Documents and the Transactions and all other legal matters relating of the offering, issuance and sale of the Securities and the Transactions shall be reasonably satisfactory in all material respects to counsel to the Initial Purchasers; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

Conditions. GMAC 8.1 This Agreement shall not be effective, and none of the Supporting Parties shall have any obligations hereunder, unless CPC has paid, directly to the applicable Supporting Party or service providers, all of the Supporting Parties’ reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall be permitted sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), as set forth in any invoices issued to designate, and CPC by the Purchaser applicable Supporting Party or service providers at least two (2) Business Days in advance of the date on which payment is sought. 8.2 Consummation of the Alternative Recapitalization Transaction shall be permitted subject to accept the designation of, Additional Accounts, satisfaction in accordance with Section 2.03(a) only upon satisfaction of each all material respects of the following conditions on or terms prior to and/or concurrently with the related Addition Closing Date, each of which are for the benefit of CPC and the Supporting Parties, and each of which, as applicable, may be waived by CPC and by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (ia) GMAC an Alternative Recapitalization Triggering Event 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 Receivablehave occurred; (iib) GMAC the Closing Date shall have delivered to occur on or before 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)Outside Date; (iiic) GMAC all disclosure documents on or after the Agreement Date and definitive agreements in respect of the Alternative Recapitalization Transaction (including all Transaction Documents) shall be in a form agreed to in advance by CPC and the Supporting Parties, each acting reasonably; (d) any amendments to the structure of the Alternative Recapitalization Transaction and the steps required to complete the Alternative Recapitalization Transaction from those provided for in this Agreement shall be in form and substance satisfactory to CPC and the Supporting Parties, each acting reasonably; (e) (i) the Plan, the Final Order, the U.S. Recognition Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in the CBCA Proceedings or the Chapter 15 Cases shall be in a form reasonably agreed to in advance by CPC and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have agreed been entered in form and substance acceptable to deliver to CPC and the PurchaserSupporting Parties, for deposit in each acting reasonably; (ii) the Collection Account, Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as and to the extent required by the Trust Sale Court in the Interim Order or otherwise and Servicing Agreement, all Collections with respect as required by Law or stock exchange rules; and (iii) the Plan shall have been approved by the Court pursuant to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; Final Order; (iv) as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor U.S. Recognition Order shall any of them have been made insolvent entered by such transfer nor is either of them aware of any pending insolvency; the U.S. Bankruptcy Court; and (v) the Schedule of Accounts Final Order, all other orders granted by the Court, and the U.S. Recognition Order each shall be in full force and effect, final and executory notwithstanding appeal, in each case in form and substance acceptable to CPC and the Supporting Parties, each acting reasonably; (f) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been amended made to reflect such Additional Accounts any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Alternative Recapitalization Transaction that restrains or impedes in any material respect or prohibits (or if granted would reasonably be expected to restrain or impede in any material respect or prohibit), the Alternative Recapitalization Transaction or any material part thereof or requires a material variation from the form of the Alternative Recapitalization Transaction contemplated herein; and (g) all consents, approvals, authorizations and orders listed in Part A of Schedule "D" shall have been obtained. 8.3 Consummation of Accounts as so amended the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) CPC shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of CPC set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the Addition occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to Material Adverse Effect or other concept of materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not have a Material Adverse Effect; (c) the Notes, including any November 2016 Accrued Interest, shall have been exchanged for (i) US$135.0 million of interests in the principal of the Refinanced Loan and (ii) newly-issued Shares of CPC representing 95% of the aggregate amount of all CPC Shares issued and outstanding after giving pro forma effect to the transactions contemplated hereby (other than any share purchase that may be consummated in connection with a Take-Private); (d) each right and privilege of any kind of the Supporting Parties contemplated in Schedule C (“Supporting Parties’ Rights”) shall have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the terms set forth in this Agreement and in Schedule C, in each case acceptable to CPC and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of all of the Supporting Parties that have executed this Agreement on the Agreement Date; (vie) GMAC CPC shall have delivered paid, to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth applicable Supporting Party or service providers, in clauses (i) through (v) above; (vii) the conditions set forth cash in Section 2.7(b) full all of the Trust Sale Supporting Parties’ reasonable and Servicing Agreement documented out-of- pocket fees and expenses (including reasonable and documented out-of-pocket legal fees and expenses, it being understood and agreed that summary statements shall have been satisfiedbe sufficient evidence of such fees and expenses for all purposes hereunder and that such statements may be appropriately redacted for any privileged and confidential information), outstanding as of the Closing Date for which CPC was issued an invoice by the applicable Supporting Party or service provider; and (viiif) GMAC the Supporting Parties shall have delivered received from counsel to the Purchaser an Opinion Company customary forms of Counsel legal opinion with respect to (i) the creation and validity of GMAC substantially the mortgages, charges and security interests (collectively, the “Refinanced Loan Security”) granted by CPC and the applicable subsidiary guarantors as security for their obligations under the Refinanced Loan, (ii) the enforceability against CPC and the applicable subsidiary guarantors of the instruments and agreements creating the Refinanced Loan Security and (iii) the making of all filings and registrations in all public registries necessary to perfect the form Refinanced Loan Security in accordance with applicable law. 8.4 Consummation of Exhibit D.the Alternative Recapitalization Transaction shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Closing Date, each of which are for the benefit of CPC and may be waived by the consent of CPC: (a) Each Supporting Party shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; and (b) the representations and warranties of each Supporting Party set forth in this Agreement shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) at the Closing Date with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all respects (and for this purpose, any reference to materiality in such representations and warranties shall be disregarded) as of such date, and (iii) as such failure to be true and correct would not reasonably be expected to have a material adverse effect on the ability of such Supporting Party to consummate the transactions contemplated by this Agreement in a timely manner.

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 (a) The obligation of Purchaser to purchase Seller's Shares hereunder shall be permitted subject to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accountssatisfaction or, in accordance with the case of Section 2.03(a12(a) only upon satisfaction (iii) through 12 (a) (vii), waiver by Purchaser at or prior to the Closing of each of the following conditions: (i) any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act shall have terminated or expired; (ii) no statute, rule, regulation, executive order, temporary restraining order, decree, ruling, injunction or other order shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal the sale of Seller's Shares pursuant to this Agreement; (iii) the representations and warranties of Lubrizol and Seller contained in this Agreement shall be true in all material respects both when made and at and as of the Closing as though newly made at and as of that time; (iv) Lubrizol and Seller shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Lubrizol and Seller on or prior to the related Addition Closing Date; (v) Lubrizol or Seller shall have caused the existing members of the board of directors of the Company 10 nominated by Lubrizol or Seller to have delivered duly executed resignations from such positions effective as of the Closing; (vi) Purchaser shall have purchased the Purchase Shares (as defined in the Mycogen Purchase Agreement); and (vii) no third party shall have acquired, or shall have an agreement to acquire, a majority of the outstanding Common Stock. (b) The obligation of Lubrizol and Seller to sell Seller's Shares shall be subject to the satisfaction or, in the case of Section 12 (b) (iii), waiver by Lubrizol and Seller at or prior to the Closing of each of the following conditions: (i) GMAC no statute, rule, regulation, executive order, decree, ruling, injunction or other order shall represent that as have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which prohibits or makes illegal 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 sale of Seller's Shares pursuant to the Purchaser on such Addition Date is an Eligible Receivablethis Agreement; (ii) GMAC any waiting period applicable to the purchase and sale of Seller's Shares pursuant to this Agreement under the HSR Act 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);terminated or expired; and (iii) GMAC the representations and warranties of Purchaser contained in this Agreement shall have agreed to deliver to the Purchaser, for deposit be true in the Collection Account, to the extent required by the Trust Sale all material respects both when made 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) at and as of the Addition Date, neither GMAC nor the Purchaser is insolvent nor shall any of them have been Closing as though newly 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 at 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.that time.

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 applicable Increase Effective Date; provided that: (i) GMAC shall represent the Increase Joinder (and any Notes that are to be provided by the Borrower if one or more Lenders have, as of the related Additional Cut-Off Date each Increase Date, requested Notes to be issued pursuant to Section 2.10) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be issued to any Lender hereunder unless specifically requested by such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed Lender in writing to the Purchaser on such Addition Date is an Eligible ReceivableLoan Parties; (ii) GMAC the Agreement Effective Date 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)occurred; (iii) GMAC no Default shall have agreed occurred and be continuing or would result from the borrowings to deliver to be made on 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 Increase Effective Date; (iv) the representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the Addition Dateextent that any representation or warranty is qualified by materiality, neither GMAC nor “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects and provided, further, that, for the Purchaser purposes of such certificate, (A) all references in the representations and warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.14(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of (x) if the NEE Partners Guaranty is insolvent nor shall any in effect, NEE Partners and its Subsidiaries, taken as a whole. or (y) if the NEE Partners Guaranty is not effect, OpCo, the Borrower and their Subsidiaries, taken as a whole, in each case, since the date of them the most recent financial statements of OpCo or, if applicable, NEE Partners, except as may have been made insolvent by disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such transfer nor is either financial statements pursuant to the applicable provisions of them aware the Securities Exchange Act of any pending insolvency1934, as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); (v) the Schedule Borrower shall make any breakage payments in connection with any adjustment of Accounts shall have been amended 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 4.07; and (vi) GMAC the Loan Parties shall have deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Agreement Effective Date to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent reasonably requested by, and in form and substance reasonably satisfactory to, 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.Agent.

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 It shall be permitted a condition 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 effectiveness of each of the following conditions this Assumption Agreement that on or prior to before the related Addition Closing Date: , (i) GMAC fee simple title to the Tulare Property shall represent that have been conveyed by Borrower to Assumptor, with the conveyance instrument recorded with the land records recording officer of Tulare County, California, (ii) the Assumptor shall cause to be delivered to the Noteholder an opinion of counsel, satisfactory to the Noteholder, in its sole discretion, as to form, substance and rendering attorney, opining to the validity and enforceability of this Assumption Agreement and the terms and provisions hereof, and any other agreement executed in connection with the transactions contemplated hereby, the authority of the Assumptor and any constituents of the Assumptor, to execute and deliver this Assumption Agreement and perform their obligations under the Tulare Note and other Tulare Loan Documents, and such other matters as reasonably requested by the Noteholder, (iii) Assumptor and Borrower shall cause to be delivered to Noteholder, at Borrower’s and Assumptor’s expense, a lender’s title policy, or an endorsement to an existing lender’s policy, insuring the Tulare Deed of Trust as modified by this Assumption Agreement as a valid first lien on the Tulare Property, naming the Noteholder as the insured thereunder, and naming the Assumptor as owner of the Tulare Property, which policy shall insure 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 date of the recording of this Assumption Agreement, the Tulare Property shall not be subject 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 any additional exceptions or liens other than those conditions in the Collection Accountoriginal title policy insuring the lien of the Tulare Deed of Trust and delivered in connection with the Tulare Deed of Trust, 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) Assumptor shall obtain, and provide Noteholder with proof thereof satisfactory to Noteholder, insurance for the Tulare Property which satisfies the requirements of the Tulare Deed of Trust, and (v) Assumptor shall deliver to Noteholder such other documents as Noteholder shall reasonably request such as new financing statements or amendments to existing financing statements. Noteholder, at any time, may in its sole discretion and in writing, waive the requirements of this section and upon such waiver, this Assumption Agreement shall be effective, as Noteholder’s election, 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 Closing Date or as of the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate date 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 writing.

Conditions. GMAC Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of Lender to decrease the Revolving Loan Amount, increase the Subordinated Debt Amount, modify certain financial covenants and agree to the other modifications contemplated by this Second Amendment, shall be permitted subject to designate, the performance by Borrower prior to the date on which this Second Amendment is executed (the “Amendment Closing Date”) of all of its agreements theretofore to be performed under the Agreement and 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 on or prior precedent. The obligations to continue to make disbursements of proceeds under the Loans are, and shall remain, subject to the related Addition conditions precedent in the 2005 Loan Agreement and to the receipt by Lender of all the following in form and substance satisfactory to Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account amended 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 Purchaserrestated Revolving Note, 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.A attached hereto; (ii) an amended and restated Subordinated Debenture, substantially in the form of Exhibit B attached hereto; (iii) an amendment to the Pledge Agreement, substantially in the form of Exhibit C attached hereto, including the Acknowledgements of PrivateBank Georgia and PrivateBank Wisconsin attached thereto; (iv) an amendment to the Collateral Safekeeping Agreement, substantially in the form of Exhibit D attached hereto; (v) a Rate Election Notice with respect to any disbursement under the Subordinated Debenture to be made at Closing; (vi) a certificate of good standing of Borrower, certified by the appropriate governmental official in its jurisdiction of incorporation and dated within the five business days preceding the date hereof; (vii) (a) copies, certified by the Secretary or Assistant Secretary of Borrower, of the (I) resolutions duly adopted by the board of directors of Borrower (or the appropriate committee thereof) authorizing the execution, delivery and performance of this Second Amendment and the other documents to be delivered by Borrower pursuant to this Second Amendment (including the Second Amendment, the “Amendment-Related Documents”), and (II) the Bylaws of Borrower as currently in effect; and (b) a certification by the Secretary or Assistant Secretary of Borrower that there has been no amendment to the articles of incorporation of Borrower from and after September 29, 2005, and that the articles of incorporation delivered by Borrower to the Lender on September 29, 2005, remain in full force and effect; (viii) stock certificates evidencing all outstanding capital stock of PrivateBank Georgia (if not previously delivered) and PrivateBank Wisconsin, together with irrevocable stock powers for each such certificate endorsed by Borrower in blank, which shall have been delivered to the custodian under and in accordance with the Collateral Safekeeping Agreement; (ix) a written opinion of Vedder, Price, K▇▇▇▇▇▇ & Kammholz, P.C., counsel to the Borrower, addressed to the Lender, substantially in the form of Exhibit E attached hereto; and (x) such other documents, agreements or instruments as Lender may reasonably request.

Conditions. GMAC It shall be permitted an express precondition to designate, Purchaser’s obligation to purchase the Property that each 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 every one of the following conditions on or prior to shall have been satisfied as of the related Addition Date:Closing Date (as the same may be waived by Purchaser). (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 Subject to the provisions of Section 8(b) below, Sellers shall convey to Purchaser on such Addition Date is an Eligible Receivable;at Closing not less than all the Tangible Personal Property (subject to reasonable wear and tear and changes or turnover in inventory in the ordinary course of business at the Property) and Intangible Property identified pursuant to Section 4(k) will be transferred to Purchaser at Closing; and (ii) GMAC shall have delivered Subject to the provisions of Section 8(b) below, no new claims or litigation have arisen respecting the Property or against Sellers or Manager involving the Property not identified pursuant to Section 4(k). (iii) Subject to the provisions of Section 8(b) below, the Title Company shall be irrevocably committed to deliver the Title Policy to Purchaser a duly executed written assignment in substantially conformance with Section 5(d) hereof, subject only to the form Permitted Exceptions. (iv) Each of Exhibit C and the list documents referred to in Section 9 hereof required to be delivered pursuant by Sellers shall have been fully executed and delivered to the Title Company, provided that the conveyance of property and the assignment and assumption of contracts referred to in Sections 9(b), 9(c), 9(e) and 9(f) shall be evaluated with reference to the provisions of Section 7.02(d);8(b) in the event that less than complete transfers and/or assignments occur. (iiiv) GMAC Purchaser shall have agreed to deliver obtained the Liquor License Assignment Approvals or the Temporary Liquor License. (vi) Subject to the Purchaserprovisions of Section 8(b) below, for deposit all governmental and third party consents necessary in the Collection Account, order to consummate Closing shall have been obtained and all applicable waiting periods shall have expired. (vii) Subject to the extent required by provisions of Section 8(b) below, the Trust Sale and Servicing Agreement, all Collections PUD Guide shall have not been revoked or amended 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 Property and no change shall have occurred in the zoning and land use controls regarding the Property, except as has been amended to reflect such Additional Accounts approved by Purchaser in its sole 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; andabsolute discretion. (viii) GMAC There shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially been no Adverse Change or Adverse Changes, in the form of Exhibit D.aggregate, resulting in Adverse Costs greater than the Adverse Limit, unless waived or deemed waived by Purchaser, as provided in Section 8(b) below.

Conditions. GMAC The obligations of the parties under this Purchase Agreement are subject to the following conditions: (a) the representations and warranties contained herein 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 accurate as of the following conditions on or prior to date of delivery of the related Addition Date:Preferred Securities. (b) [Reserved.] (i) GMAC T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Wood, special counsel for the Purchaser, shall represent that as of have delivered an opinion, dated 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 Closing Date, addressed to the Purchaser on (and such Addition Date is an Eligible Receivable; (ii) GMAC shall have delivered to other affiliates of the Purchaser a duly executed written assignment as the Purchaser shall designate), in substantially the form set out in Annex A-1 hereto and (ii) the Company shall have furnished to the Purchaser the opinion of Exhibit C the Company’s General Counsel or, if the Company does not have a General Counsel, a certificate signed by the Company’s Chief Executive Officer, President or an Executive Vice President and its Chief Financial Officer, Treasurer or Assistant Treasurer, dated the list required Closing Date, addressed to be delivered pursuant to Section 7.02(dthe Purchaser (and such other affiliates of the Purchaser as the Purchaser shall designate);, in substantially the form set out in Annex A-II hereto. (iiid) GMAC The Purchaser shall have agreed to deliver to been furnished the opinion of T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & W▇▇▇, special tax counsel for the Purchaser, for deposit in dated the Collection AccountClosing Date, addressed to the extent required by Purchaser (and such other affiliates of the Trust Sale and Servicing AgreementPurchaser as the Purchaser shall designate), all Collections with respect in substantially the form set out in Annex B hereto. (e) The Purchaser shall have received the opinion of R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Purchaser, dated the Closing Date, addressed to the Eligible Receivables arising Purchaser (and such other affiliates of the Purchaser as the Purchaser shall designate)and the Company, in such Additional Accounts since substantially the Additional Cut-Off Date within two Business Days after such Addition Date;form set out in Annex C hereto. (ivf) as The Purchaser shall have received the opinion of White & Case, special counsel for the Guarantee Trustee, the Property Trustee, the Indenture Trustee and the Delaware Trustee, dated the Closing Date, addressed to the Purchaser (and such other affiliates of the Addition Purchaser as the Purchaser shall designate), in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Purchaser, dated the Closing Date, neither GMAC nor addressed to the Purchaser is insolvent nor (and such other affiliates of the Purchaser as the Purchaser shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency;designate), in substantially the form set out in Annex E hereto. (vh) the Schedule of Accounts The Company 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 furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Authorized Officer Executive Vice President and by the Chief Financial Officer, Treasurer or Assistant Treasurer of GMAC confirming the items set forth Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in clauses each case dated the Closing Date, and, in the case of the Company, as to (i) through and (vii) above;below and, in the case of the Trust, as to (i) below. (viii) the conditions set forth representations and warranties in Section 2.7(b) this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust Sale have complied with all the agreements and Servicing Agreement shall have been satisfiedsatisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (viiiii) GMAC since the date of the Interim Financial Statements (as defined below), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business. (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Trust or any officer of the Company and delivered to the Purchaser an Opinion or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of Counsel of GMAC substantially the Trust and/or the Company, as the case may be, and not by such trustee or officer in the form of Exhibit D.any individual capacity.

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 obligations of the following conditions on or prior parties under this Purchase Agreement are subject to the related Addition Datefollowing conditions: (ia) GMAC The representations and warranties contained herein shall represent that be accurate as of the related Additional Cutdate of delivery of the Preferred Securities. (b) The Purchaser shall have sold securities issued by it in such an amount that the net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Preferred Securities and all other preferred securities contemplated in agreements similar to this Agreement. (c) Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Trust (the "Company Counsel"), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser, ▇▇▇▇▇ Bros. Securities, LLC and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-Off Date each such Additional Account is an Eligible Account I hereto and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed (ii) the Company shall have furnished to the Purchaser on the opinion of the Company's General Counsel or a certificate signed by the Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer of Hersha Hospitality Trust, a Maryland real estate investment trust and the general partner and the Company ("HHT"), dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such Addition Date certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is an Eligible Receivable;not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). (iid) GMAC The Purchaser shall have delivered been furnished the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special tax counsel for the Purchaser, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, and HHT, in substantially the form set out in Annex B hereto. (e) The Purchaser shall have received the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a duly executed written assignment in substantially certificate, signed by the form Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of Exhibit C HHT, and the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC Trust 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 furnished to the Purchaser a certificate of the Trust, signed by an Authorized Officer Administrative Trustee of GMAC confirming the items set forth Trust, in clauses each case dated the Closing Date, and, in the case of the Company, as to (i) through and (vii) above;below and, in the case of the Trust, as to (i) below. (viii) the conditions set forth representations and warranties in Section 2.7(b) this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust Sale have complied with all the agreements and Servicing Agreement shall have been satisfiedsatisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (viiiii) GMAC since December 31, 2004 (the date of the latest Financial Statements), there has been no material adverse change in the business properties, management, financial condition or results of operations of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a "Material Adverse Change"). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser's judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser's obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Trust or any officer of the Company and delivered to the Purchaser an Opinion or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of Counsel of GMAC substantially the Trust and/or the Company, as the case may be, and not by such trustee or officer in the form of Exhibit D.any individual capacity.

Conditions. GMAC (a) The satisfaction or waiver by the Underwriters of all conditions precedent to the closing of the purchase and sale of the Firm Shares under the Underwriting Agreement 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 precedent to the related Addition Dateobligation of FBR to purchase and pay for the Shares hereunder. The following shall also be conditions precedent to the obligation of FBR to purchase and pay for the Shares: (i) GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account The 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 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 warranties made by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising Company 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 Section 4 below shall be true and correct as of the Addition Closing Date;, provided that this clause (i) shall not apply to the extent that any truth or accuracy of a representation and warranty in Section 4 below is also a condition precedent to the obligations of the Underwriters under the Underwriting Agreement and such condition precedent has been waived by the Underwriters. (viii) GMAC The Company and each other party indicated in the signature blocks thereto shall have executed and delivered a Third Amended and Restated Registration Rights Agreement, substantially in the form set forth in Annex A hereto (the "Registration Rights Agreement"), and the Shares shall constitute "Registrable Securities" as defined in the Registration Rights Agreement. (iii) FBR shall have received legal opinions of Fried, Frank, Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ("FFHSJ"), and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("SAB"), special counsel to the Purchaser a certificate of an Authorized Officer of GMAC confirming Company, in each case in form and substance reasonably satisfactory to FBR, to the items effect set forth in clauses (ii), (iii) and (iv) of Section 4(a) below (it being understood that the opinion of SAB shall be limited to certain matters arising under the Investment Company Act of 1940 and that the opinion of FFHSJ need not express an opinion with respect to such matters, in each case to an extent consistent with the respective opinions of such counsel contemplated to be provided to the Underwriters pursuant to the Underwriting Agreement). (b) The following shall be conditions precedent to the obligation of the Company to issue and sell the Shares to FBR: (i) through (vthe representations and warranties made by FBR in Section 4(b) above;below shall be true and correct as of the Closing Date. (viiii) the conditions set forth in Section 2.7(b) of the Trust Sale and Servicing Agreement FBR shall have been satisfied; and (viii) GMAC shall have executed and delivered a "lock-up" agreement relating to the Purchaser an Opinion of Counsel of GMAC Shares substantially in the form set forth in Annex B hereto. (iii) FFHSJ shall have received a legal opinion of Exhibit D.counsel of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. (or such other counsel as FFHSJ may approve), in form and substance reasonably satisfactory to FFHSJ , to the effect that FBR is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, together with permission for FFHSJ to rely on such opinion for purposes of delivery of the opinion contemplated by Section 3(a)(iii) above.

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.

Conditions. GMAC 4.1 The agreements of the Lender contained in Clause 3.1 of this Second Supplemental Agreement shall all be permitted expressly subject to designatethe condition that the Lender shall have received in form and substance satisfactory to the Lender and its legal advisers on or before the date of this Second Supplemental Agreement: (a) evidence that the persons executing this Second Supplemental Agreement on behalf of each Borrower are duly authorised to execute the same on behalf of such Borrower; (b) a certificate from an officer of each Additional Owner confirming the names of all the directors and Shareholders of that Additional Owner and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of all the directors and shareholders of Farat, the New Owner and each Additional Owner authorising and approving the execution of, in the case of Farat and the Purchaser shall be permitted to accept New Owner the designation of, Additional Accounts, Mortgage Addendum and in accordance with Section 2.03(a) only upon satisfaction the case of each Additional Owner the Additional Finance Documents to which it is a party and any other document or action to which it is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (d) the original of any power of attorney issued by Farat, the following conditions on or prior New Owner and each Additional Owner pursuant to the related Addition Datesuch resolutions aforesaid; (e) evidence that each Additional Ship is: (i) GMAC shall represent that as registered in the ownership of the related relevant Additional Cut-Off Date Owner under the laws and flag of the Malta; and (ii) insured in accordance with the relevant provisions of the Additional Deed of Covenant relative to that Additional Ship and all requirements thereof in respect of such insurance have been fulfilled; and (f) the Additional Finance Documents and the Mortgage Addenda, duly executed by the Additional Owners or, in the case of each such Mortgage Addendum, Farat or the New Owner together with evidence that: (i) each Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to Mortgage has been registered against the Purchaser on such Addition Date is an Eligible Receivablerelevant Additional Ship with first priority in accordance with the laws of Malta; (ii) GMAC shall have delivered to each Mortgage Addendum in connection with the Purchaser a relevant Original Ship has been duly executed written assignment registered in substantially accordance with the form laws of Exhibit C and the list required to be delivered pursuant to Section 7.02(d)Malta; (iii) GMAC shall all notices required to be given under each Additional Deed of Covenant, each Additional General Assignment and each Additional Charterparty Assignment have agreed to deliver to the Purchaser, for deposit been given and acknowledged (other than in the Collection Accountcase of a Charterparty Assignment in which case the Borrower or, to as the extent required by case may be, the Trust Sale and Servicing Agreement, all Collections with respect to Owner which is a party thereto shall procure that the Eligible Receivables arising Lender receives the relevant acknowledgement only if an Event of Default has occurred) in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date;manner therein provided; and (iv) as save for the charges created by or pursuant to the Additional Mortgages, the Additional Deeds of Covenant, the Addition DateAdditional General Assignments and the Additional Charterparty Assignments there is no lien, 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 charge or encumbrance of any pending insolvencykind whatsoever on either Additional Ship or her Earnings, Insurances or Requisition Compensation. (g) a certified true copy of any Approved Charter entered into in respect of either Additional Ship; (vh) the Schedule original of Accounts shall have been amended to reflect such any mandates or other documents required in connection with the opening or operation of the Additional Earnings Accounts and the Schedule of Accounts as so amended shall be true and correct as of the Addition DateDeposit Account; (vii) GMAC shall have delivered evidence that the applicable Minimum Deposit is standing to the Purchaser a certificate credit of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) aboveDeposit Account; (viij) documents establishing that each Additional Ship is managed by the conditions set forth Approved Manager; (k) a letter of undertaking executed by the Approved Manager in Section 2.7(b) favour of the Trust Sale Lender in the terms required by the Lender agreeing certain matters in relation to the management of each Additional Ship and Servicing subordinating the rights of the Approved Manager against that Additional Ship and the Additional Owner owning that Additional Ship to the rights of the Lender under the Finance Documents; (1) copies of ISM DOC and SMC and the International Ship Security Certificate under the ISPS Code in respect of each Additional Ship; (m) each Additional Ship maintains the highest available class with such first-class classification society which is a member of the IACS as the Lender may approve free of all recommendations and conditions of such classification society; (n) evidence that each Additional Owner is a direct or indirect subsidiary of the Corporate Guarantor; (o) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Second Supplemental Agreement shall have been satisfiedand the Additional Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender deems appropriate; (p) such legal opinions as the Lender may require in respect of the matters contained in this Second Supplemental Agreement and the Additional Finance Documents and the Mortgage Addenda; and (viiiq) GMAC shall have delivered evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for service of process under this Second Supplemental Agreement and the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Additional Finance Documents.

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; (vii) the conditions set forth in Section 2.7(b) consummation of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered to Merger immediately following such issuance of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Parent Issued Securities.

Conditions. GMAC At Closing, the Trust and Corporation shall deliver or 2 cause to be delivered to the 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 Trust and the Corporation 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 the Trust and the Purchaser shall be permitted to accept Corporation acting together: (i) receipt by the designation ofCompany 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, Additional Accounts(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 fulfillment, 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: Closing, (iii) the Forward Stock Purchase Agreement shall have been fully executed by the parties thereto and (iv) receipt by the Company of a cross-receipt with respect to the 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) GMAC shall represent that the accuracy in all material respects, as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account Closing Date, of the representations and that each Receivable arising thereunder identified warranties made by the Trust and the Corporation herein and the fulfillment in all material respects, as an Eligible Receivable of the Closing Date, of those undertakings of the Company to be fulfilled prior to Closing; and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (ii) GMAC the UBS Parties shall have delivered to the Purchaser a duly executed written assignment in substantially the form of Exhibit C received all opinions and the list required certificates 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 shall be permitted to designate, and the Purchaser shall be permitted to accept the designation of, Additional Accounts, in accordance with Section 2.03(aSECTION 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 EXHIBIT C and the list required to be delivered pursuant to Section 7.02(dSECTION 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;; p&s.form.01.wpd - 3 - (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(bSECTION 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 EXHIBIT D.

Conditions. GMAC 8.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each Party to effect the Merger and the other transactions contemplated herein 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 of the following conditions on fulfillment at or prior to the related Addition Date: (i) GMAC shall represent that as Closing Date 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 following conditions, any or all of which may be waived, in whole or in part 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 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 Accountparties hereto, to the extent required permitted 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;applicable law: (iva) as of This Agreement and 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 hereby shall have been amended approved by the requisite vote of stockholders of BPOMS and HealthAxis. (b) The BPOMS Pre-Merger Steps shall have been completed. (c) The HealthAxis Pre-Merger Steps shall have been consummated. (d) BPOMS shall have entered into mutually acceptable employment agreements with the four (4) current senior management employees of HealthAxis. Such employment agreements will become effective at the Effective Time and may provide that they will be assumed by HealthAxis at that time. 8.2 Conditions to reflect such Additional Accounts Obligations of BPOMS to Effect the Merger. The obligation of BPOMS to effect the Merger and to complete the Schedule BPOMS Pre-Merger Steps shall be subject to the fulfillment at or prior to the Closing Date of Accounts as so amended the following conditions, unless waived by BPOMS: (a) Each of the representations and warranties of HealthAxis contained in this Agreement shall be true and correct as of the Addition date of this Agreement and as of the Closing Date as though made on and as of the Closing Date;, except to the extent that any changes, circumstances or events making such representations and warranties not true or correct would not, individually or in the aggregate, constitute a HealthAxis Material Adverse Effect (without regard to any materiality qualification contained in such representation or warranty), and BPOMS shall have received a certificate, dated the Closing Date, signed on behalf of HealthAxis by the Chief Executive Officer or Chief Financial Officer of HealthAxis to the foregoing effect. (vib) GMAC HealthAxis shall have delivered performed or complied in all material respects (without regard to any materiality qualification contained in the covenants herein) with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Purchaser Closing Date, and BPOMS shall have received a certificate certificate, dated the Closing Date, signed on behalf of an Authorized HealthAxis by the Chief Executive Officer or Chief Financial Officer of GMAC confirming HealthAxis to the items set forth in clauses (i) through (v) above;foregoing effect. (viic) From the conditions set forth date of this Agreement through the Effective Time, there shall not have occurred any change, circumstance or event concerning HealthAxis and the HealthAxis Subsidiaries, taken as a whole, that has had a HealthAxis Material Adverse Effect (it being agreed that none of the matters referred to in Section 2.7(b) 6.9 of the Trust Sale HealthAxis Disclosure Letter shall be deemed to constitute a HealthAxis Material Adverse Effect), and Servicing BPOMS shall have received a certificate, dated the Closing Date, signed on behalf of HealthAxis by the Chief Executive Officer or Chief Financial Officer of HealthAxis to the foregoing effect to such officer’s knowledge. (d) The BPOMS Designees shall have been duly elected as directors of HealthAxis and the persons designated by BPOMS to serve as officers of HealthAxis shall have been duly appointed, as of the Effective Time. (e) All third party consents required in order to enable HealthAxis to consummate the transactions contemplated hereby shall have been obtained on terms and conditions acceptable to BPOMS. (f) The HealthAxis/Tak Investor Rights Agreement, the HealthAxis/Tak Registration Rights Agreement, the HealthAxis/Preferred Investor Rights Agreement and the HealthAxis/Preferred Registration Rights Agreement shall have been satisfied; andterminated without any liability to HealthAxis, effective as of the Closing Date. (viiig) GMAC HealthAxis shall not be in default under the terms of the SVB Loan Agreement, HealthAxis shall be entitled to continue to draw on the working capital credit facility under the SVB Loan Agreement and, to the extent required, Silicon Valley Bank shall have delivered consented to the Purchaser an Opinion consummation of Counsel the transactions contemplated hereby. 8.3 Conditions to Obligations of GMAC substantially HealthAxis and Merger Sub to Effect the Merger. The obligations of HealthAxis and Merger Sub to effect the Merger and the HealthAxis Pre-Merger Steps shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by HealthAxis: (a) Each of the representations and warranties of BPOMS contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date except to the extent that any changes, circumstances or events making such representations and warranties not true or correct would not, individually or in the form of Exhibit D.aggregate,

Conditions. GMAC (a) Subject to subsection (b) below, this Amendment 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 the Company, the Lenders, the Guarantors named as signatories hereto and the Administrative Agent shall represent that as have executed and delivered their respective counterparts 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 the Company shall have delivered paid to the Purchaser a duly executed written assignment Administrative Agent, in substantially cash or other immediately available funds, reimbursement of all outstanding fees and expenses of the form Administrative Agent owing under Section 13.02 of Exhibit C and the list required Credit Agreement as well as all other fees owing to be delivered pursuant to Section 7.02(d)the Administrative Agent arising under this Amendment, the Credit Agreement, the June 2006 Waiver or any other agreement; (iii) GMAC the Supplemental Indenture shall have agreed become effective concurrently with this Amendment provided, that any conditions to deliver effectiveness or consideration made available to the Purchaser, Holders of Notes for deposit in the Collection Account, such Supplemental Indenture shall be made available to the extent required by Administrative Agent and the Trust Sale and Servicing AgreementLenders as conditions to effectiveness 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 Date;or as consideration for, this Amendment.; 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 Credit Agreement which are applicable to this Amendment shall have been satisfied; and. (viiib) GMAC The obligations of the Company under Section 2 of this Amendment and the effectiveness of Section 4 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 4 of this Amendment (as applicable) or is otherwise satisfactory to the Company in its sole discretion. (c) The effectiveness of Section 4 of this Amendment is subject to the satisfaction of the further condition that an order of the bankruptcy court approving CES’ assumption of the PPA shall have delivered to the Purchaser an Opinion of Counsel of GMAC substantially been entered in the form of Exhibit D.Proceeding and become final and non-appealable on or prior to November 13, 2006.

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; 1160381.015-CHISR02A - MSW 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 shall be permitted PRECEDENT 2.1 Anthem's obligations to designate, carry out the terms of this Agreement and to complete its transactions contemplated under this Agreement are subject to the Purchaser shall be permitted fulfilment to accept the designation of, Additional Accounts, in accordance with Section 2.03(a) only upon reasonable satisfaction of Anthem of each of the following conditions on or prior to the related Addition Datethat: (ia) GMAC shall represent that as of on or before 18 May 2000 (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"SUBJECT REMOVAL DATE"); (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 Anthem shall have been amended able to reflect such Additional Accounts complete Anthem's Investigation (defined below) with results to its reasonable satisfaction; (b) on or before the Subject Removal Date, the directors and the Schedule shareholders of Accounts as so amended shall be true and correct as of the Addition Date; (vi) GMAC Anthem shall have delivered to approved this Agreement and all the Purchaser a certificate transactions of an Authorized Officer Anthem contemplated hereunder; (c) on or before the Subject Removal Date, the shareholders 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 Anthem shall have been satisfied; and (viii) GMAC shall have delivered to the Purchaser an Opinion of Counsel of GMAC approved a stock option plan substantially in the form of Exhibit D.SCHEDULE A to this Agreement (the "STOCK OPTION PLAN"), stock option agreements between Anthem and each of the Executive Directors substantially in the form of SCHEDULE B and SCHEDULE C to this Agreement (the "STOCK OPTIONS"), and a registration rights agreement substantially in the form of SCHEDULE D to this Agreement (the "REGISTRATION RIGHTS AGREEMENT"), all to be effective upon Completion; (d) at the Time of Closing, the solicitors for each of UDATE, III, Atlas, Tavendish, Ryley and the Shortland Trustees shall provide opinions dated as of the Closing Date, substantially in the form indicated in SCHEDULE E to this Agreement (collectively the "UDATE SOLICITOR OPINIONS"); (e) as of the Time of Closing, Atlas, EBT, the Minority Shareholders, UDATE, III and the Executive Directors (collectively, the "UDATE GROUP") shall not be in material default of any of their respective covenants and agreements contained in this Agreement; (f) as of the Time of Closing, the representations and warranties of each of the UDATE Group contained in this Agreement or contained in any certificates or documents delivered by any of them pursuant to this Agreement shall be true and accurate in all material respects as if such representations and warranties had been made as of the Time of Closing; (g) as of the Time of Closing, no material adverse change in the financial or trading position or prospects (including, without limitation, any adverse change in respect of turnover, profits, liabilities or expenses of UDATE) shall have occurred in relation to UDATE since the Effective Date; and (h) as of the Time of Closing, Anthem shall have completed the Financing. The conditions set forth above are for the exclusive benefit of Anthem and may be waived by Anthem in whole or in part at any time at or before the Time of Closing.

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(a) only upon satisfaction of each The obligation of the following conditions on or prior Sellers to consummate the Company Repurchase is subject to the related Addition satisfaction or waiver, as of the Closing Date, of the conditions that: (i) GMAC shall represent that the representations and warranties of the Company contained in Section 7 are true and correct on the Closing Date as though made 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 counsel to the Company shall have delivered its opinion to such Seller, in form and substance reasonably satisfactory to such Seller and dated as of the Closing Date, as to the Purchaser matters set forth in Section 7(a); and (iii) the Secondary Offering shall have been consummated and all of the 11,000,000 Shares offered thereby shall have been sold at a duly executed written assignment price acceptable to the Sellers in substantially their sole discretion. (b) The obligation of the Company to consummate the Company Repurchase is subject to the satisfaction or waiver, as of the Closing Date, of the conditions that: (i) the representations and warranties of each Seller contained in Section 6 are true and correct on the Closing Date as though made as of such date; (ii) counsel to the Sellers shall have delivered its opinion to the Company, in form and substance reasonably satisfactory to the Company and dated as of Exhibit C the Closing Date, as to the matters set forth in Section 6(a) and the list required next to be delivered pursuant to last sentence of Section 7.02(d6(b); (iii) GMAC the Secondary Offering shall have agreed to deliver to been consummated and all of 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 Date11,000,000 Shares offered thereby shall have been sold; (iv) as the Sellers shall have tendered to the Company the Repurchased Shares for sale to the Company in accordance with the terms and conditions 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 insolvencythis Agreement; (v) each of the Schedule of Accounts Sellers shall have been amended tendered its respective Warrants to reflect such Additional Accounts and the Schedule Company in accordance with the provisions of Accounts as so amended shall be true and correct as of the Addition DateSection 1 hereof; (vi) GMAC the Company shall have delivered borrowed $175,000,000 (or such lesser amount as the Company shall determine) of bank debt on terms not materially less favorable to the Purchaser a certificate of an Authorized Officer of GMAC confirming Company than the items terms set forth out in clauses (i) through (v) abovethe commitment letter attached hereto as Exhibit A; (vii) the conditions set forth in Section 2.7(b) of the Trust Sale Company's $475,000,000 Secured Revolving Credit Facility and Servicing Agreement $210,000,000 Receivables Securitization Facility shall have been satisfiedamended to the reasonable satisfaction of the Company; (viii) the opinion received by the Company from its financial advisor prior to the execution of this Agreement and dated as of the date hereof, to the effect that the Company Repurchase and the Secondary Offering are fair to the Company and the Company's stockholders, other than the Sellers, from a financial point of view, shall not have been withdrawn by such financial advisor at any time between the date hereof and Closing; (ix) the Company shall have received an opinion from its financial advisor to the effect that the Company is solvent as of the date of, and taking into account, the Closing; and (viiix) GMAC there shall have delivered been no material adverse change, and no event shall have occurred that could reasonably be expected to result in a material adverse change, to the Purchaser an Opinion business or financial condition of Counsel the Company and its subsidiaries, taken as a whole. (c) The respective obligations of GMAC substantially the parties to consummate the Company Repurchase are subject to there not being in effect any order, decree or injunction issued by a court of competent jurisdiction prohibiting or restraining consummation of the form of Exhibit D.transactions contemplated hereby.

Conditions. GMAC This Amendment shall be permitted to designate, and effective 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 on or prior to precedent (the related Addition “Effective Date: ”): (ia) GMAC the representations and warranties contained herein and in all other Loan Documents shall represent that be true and correct in all material respects as of the related Additional Cut-Off Date each date hereof, except for such Additional Account is an Eligible Account representations and that each Receivable arising thereunder identified warranties limited by their terms to a specific date; (b) no Default or Event of Default shall be in existence as an Eligible Receivable and conveyed to of the Purchaser on such Addition Date is an Eligible Receivable; date hereof; (iic) GMAC Borrower shall have delivered to the Purchaser Agent an executed original copy of this (i) the holders of the Subordinated Debt and Borrower shall have executed a duly executed written assignment Fifth Amendment to Note Purchase Agreement (the “Note Purchase Agreement Amendment”) in substantially the form of attached hereto as Exhibit B and a First Amendment to Amended and Restated Convertible Senior Subordinated Note (the “Note Amendment”) in the form attached hereto as Exhibit C and (ii) the list required to be delivered pursuant to Section 7.02(d); (iii) GMAC holders of the Subordinated Debt shall have agreed consented in writing to deliver this Amendment, in form and substance satisfactory to Agent, and none of the Purchaser, for deposit in provisions of this Amendment shall be a breach or event of default under the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections Note Purchase Agreement or with respect to the Eligible Receivables Subordinated Debt; (e) Borrower shall have paid to Agent all fees, costs and expenses owed to and/or incurred by the Agent and Lenders arising in such Additional Accounts since connection with the Additional Cut-Off Date within two Business Days after such Addition Date; (ivLoan Documents and/or this Amendment, including all amounts owed pursuant to Section 7(f) as below and the portion of the Addition Fourth Amendment Fee due on the Effective 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; ; (vf) 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 Borrower shall have delivered to the Purchaser Agent a certificate of an Authorized Officer the corporate secretary or assistant secretary of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) Borrower dated as of the Trust Sale and Servicing Agreement shall have been satisfied; and (viii) GMAC shall have delivered date of this Amendment, as to the Purchaser an Opinion incumbency and signature of Counsel the Persons executing this Amendment on behalf of GMAC substantially Borrower, in form and substance acceptable to Agent; and (g) all proceedings taken in connection with the form of Exhibit D.transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent.

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 Receivableconditions set forth in Section 4.02 shall be satisfied; (ii) GMAC no Default or 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 Increase Effective Date and any Permitted Acquisitions consummated in connection therewith; (iii) GMAC shall have agreed to deliver to the Purchaserrepresentations 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, for deposit in the Collection Account, except to the extent required by that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(a), the Trust Sale representations and Servicing Agreement, all Collections with respect warranties contained in Section 5.15 shall be deemed to refer to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Datemost recent financial statements furnished pursuant to Section 6.01; (iv) on a Pro Forma Basis (assuming, in the case of Incremental Revolving Credit Commitments, that such Incremental Revolving Credit Commitments are fully drawn but without netting the cash proceeds of such Indebtedness), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.14 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 Borrowers 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 DateSection 3.05; (vi) GMAC the Company shall have deliver or cause to be delivered officer’s certificates and legal opinions, in each jurisdiction where a Borrower is incorporated, of the type delivered on the Closing Date to the Purchaser a certificate of an Authorized Officer of GMAC confirming extent reasonably requested by, and in form and substance reasonably satisfactory to, the items set forth in clauses (i) through (v) above;Administrative Agent; and (vii) (A) upon the conditions set forth in Section 2.7(b) reasonable request of any Lender made at least ten days prior to the Trust Sale and Servicing Agreement Increase Effective Date, the Company shall have been satisfiedprovided 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 ten days prior to the Increase Effective Date and (B) at least five days prior to the Increase Effective Date, any Credit 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 relation to such Credit Party; and (viii) GMAC the proceeds of any loans made using the Incremental Revolving Credit Commitment or any Incremental Term Loans shall have delivered to be used for working capital or general corporate purposes of the Purchaser an Opinion of Counsel of GMAC substantially in the form of Exhibit D.Borrower and its Subsidiaries (including Permitted Acquisitions);

Conditions. GMAC shall be permitted 6.1 The obligations of the Parties to designatecomplete the transactions contemplated by this Agreement are subject to the fulfillment, and on or before the Purchaser shall be permitted to accept the designation ofEffective Time, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Amalgamation Resolution shall have been approved and adopted by the MVC Shareholders at the MVC Meeting, and if required by the CSE, the Amalgamation shall be approved by the Ten Fifty-Five Shareholders and the Ten Fifty-Five Meeting; (b) there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against Ten Fifty-Five or MVC which shall prevent the consummation of the Amalgamation; (c) all necessary regulatory approvals to effect the transactions contemplated herein shall have been obtained, including the requisite approval of the CSE for, among other things, the listing thereon of the Resulting Issuer Shares to be issued and reserved for issuance in connection with the Amalgamation; (d) the CSE shall have conditionally approved the listing and posting for trading on the CSE of the Resulting Issuer Shares, subject only to satisfaction of customary listing conditions of the CSE; (e) the name of Ten Fifty-Five shall have been changed to “CB2 Insights Inc.” or prior such other name as may be acceptable to MVC and relevant Governmental Entities; (f) all applicable securityholders shall have entered into the related Addition Date:requisite escrow agreements required by the CSE; (g) the holders of the MVC Debentures shall have either converted the MVC Debentures into MVC Shares or consented to an exchange of the MVC Debentures for equivalent debentures in the Resulting Issuer; (h) the holders of the MVC Options and MVC Warrants shall have either executed such securities to acquire MVC Shares or have consented to exchange such securities for equivalent securities in the Resulting Issuer; (i) GMAC this Agreement 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 not 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 terminated 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 satisfiedaccordance with its terms; and (viiij) GMAC shall have delivered the distribution of the securities pursuant to the Purchaser an Opinion Amalgamation shall be exempt from the prospectus and registration requirements of Counsel applicable Securities Laws either by virtue of GMAC substantially in exemptive relief from the form securities regulatory authorities of Exhibit D.each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102).

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 Second Amendment Closing Date the following, each in form and substance satisfactory to Agent (and, where indicated, the related Addition applicable Lender) and, unless indicated otherwise, dated as of the Second 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) Agent shall have delivered received from the Borrowers, for the benefit of the New Lender, the Term B Commitment Fee and the Term B Use Fee, which Term B Commitment Fee and the Term B 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. (c) The New Lender shall have received each of the Term B Equity Documents (as defined in Section 4 below), duly executed by each of the parties thereto and in form and substance satisfactory to the Purchaser a duly executed written assignment New Lender. (d) The several counsel to the members of the Lender Group shall have received payment, in substantially the form immediately available funds, of Exhibit C all accrued and unpaid attorneys fees and expenses constituting Lender Group Expenses incurred in connection with this Amendment and the list required to be delivered pursuant to Section 7.02(d)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 (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.